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Backup Documents 12/13/2016 Item #16E4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP ' TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO u4"' di, THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through 42,complete the checklist,and forward to the County Attorney Office. Routed by Procurement Services to the Office Initials Date Following Addressee(s) (In routing order) 1. Risk Risk Management 2. County Attorney Office County Attorney Office 3. BCC Office Board of County Commissioners 71"-k 4. Minutes and Records Clerk of Court's Office `''koo\ 5. Return to Procurement Services Division Procurement Services ,.. ./114.1( Contact: Viviana Giarimoustas PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Viviana Giarimoustas'for Sandra Herrera Phone Number 239-252-8375 Procurement Staff Contact and Date Agenda Date Item was 12/13/2016 Agenda Item Number 16E4 Approved by the BCC Type of Document Assumption Agreement Number of Original 2 (ipta4 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6064''/PowerPlan number if document is Number/Company to be recorded Name INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? . � - � 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip VG should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on the date above and all changes.made VG $$f during the meeting have been incorporated in the attached document: The County m a + • Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the - y • BCC,all changes directed by the BCC have been made,and the document is ready for a. sd, Chairman's signature. / $ 4: I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1 6E MEMORANDUM 4 Date: February 15, 2017 To: Viviana Giarimoustas for Sandra Herrera Procurement Services From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Assumption Agreement to Contract #13-6064 Contractor: Powerplan Canada, ULC Attached is an original of the document referenced above, (Item #16E4) approved by the Board of County Commissioners on Tuesday, December 13, 2016. The original has been held by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-8411. Thank you. Attachment 6E 4 ASSUMPTION AGREEMENT This Assumption Agreement is effective on this 134' day of December, 2016 by and between POWERPLAN CANADA ULC("PowerPlan"or"Vendor")and Collier County,a political subdivision of the State of Florida("County"). WHEREAS, on January 14,2014(Agenda Item 11C)the County awarded Woolpert, Inc., a Primary Master Agreement, and among others, RIVA Modeling Systems, Inc. a License Agreement and Support and Maintenance Agreement for Asset Management Software and Consulting. The Software License Agreement and the Software Support and Maintenance Agreement awarded to RIVA Modeling Systems, Inc. are the subject of this Assumption Agreement and are hereinafter referred to as"Agreement"and attached hereto as Exhibit A; and WHEREAS, PowerPlan hereby represents to Collier County that by virtue of an acquisition, PowerPlan is the successor in interest to in relation to the Agreement; and WHEREAS, the parties wish to formalize PowerPlan's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. PowerPlan accepts and assumes all rights, duties, benefits, and obligations under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. PowerPlan will promptly deliver to County evidence of insurance consistent with the Agreement upon execution of this Assumption Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to PowerPlan shall be directed to: ATTN: Legal PowerPlan Inc. 300 Galleria Parkway, Suite 2100 Atlanta, GA 30339 5. The County hereby consents to PowerPlan's assumption of the Agreement in order to continue the services provided under the Agreement which is also referenced in RFP#13-6064. No waivers of performance or extensions of time to perform are granted or authorized by this Assumption Agreement. The County will treat PowerPlan as the Vendor for all purposes under the Agreement. Except as provided herein,all other terms and conditions of the Agreement remain in full force and effect. 1 16E $ IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement as indicated above. ATTEST: BOAR', � A UNTY COMMISSIONERS WI. T E. BR* K,Clerk COLL ' ' ' NTY, FLORID B Deputy Clerk By•�� A est. sto Chairman s it .v—, Oman sicgnatur ..• , da,‘44 POWERPLAN CANADA ULC. First Witness Vendor O'.-A TType/. int witness nameT By: gnature 1L-e. ‘t ‘,1 C TType/print signaure and title'1' 0, Second Witness TType/print witness nameT Approved as oors and - • 4 By: Lips Jeffre A. `glatzkow Count A «rney Item# 119 C'7 Agenda j .J a I(� Date Lai Date oa/ Iy,,� Reed 2 Deputy Clerk 4,EXHIBIT 16E4 1/14/2014 11.C. EXECUTIVE SUMMARY --r Recommendation to award Contract 1.3-6064 in the amount of$2,208,599 for Asset Management software and consulting, including implementation and integration, to Woolpert, Inc.; award licensing and maintenance agreements for software totaling$497,775; and authorize funding in the amount of $567,893 for the approved Phase Three of existing contract 10-5447 with EMA of Minnesota,Inc. OBJECTIVE: To more cost-effectively manage the repair and maintenance of all assets. This project is a full-scale implementation program within the Public Utilities Division(PUD). Upon successful completion, the program will serve as a model for future use throughout the County Manager's Agency. CONSI.DERATIONS: On June 24, 2008, as Agenda Item .10G, the Board of County Commissioners (Board) adopted the 2008 Water and Wastewater Master Plan Updates that identified the requirement for a comprehensive asset management program. The proposed scope of work is consistent with the 2008 Water Master Plan Update, Project 71012, `'Asset Management." Section 8, Table 8-2, page 3 of 5, line 93; the 2008 Wastewater Master Plan update, Section 8,Table 8-2,page 3 of 5,line 83;the 2010 Potable Water CI.P Update,page 3 of 4, line 51; and the 2010 Wastewater CIP Update, page 3 of 4 line 58, as identified in the 2011 User Fee Rate Study. The following is a brief chronology of the program and communications with the Board since September 2011. As directed, the PUD has returned to the Board with status updates,as well as confirmed continued direction, throughout the lifecycle of the program. Date Item Description Contract 10-5447-awarded to EMA. Phase One: System requirements and beta demonstration September Board Agenda project for Water and Wastewater Departments. 13,2011 Item 1.0E Phase Two: Stand-alone GIS-based Interim Work Order System implemented across the Water-Sewer District. Phase Three: Definition and support of integration into SAP (not actual integration costs)—approved but not funded. November Board Agenda A brief presentation as part of the AMR agenda to further 8,2011 Item 8A explain how each Division will implement plans that will ultimately integrate with the PUD pilot program results. June 12, Board Agenda I G.MD added scope to evaluate existing data collection 2012 Item 16E3 strategies,and how to migrate to industry best work management practices. Packet Page-217- 16E4 1/14/2014 11.C. July 2 Board Agenda Reallocation of tasks from Phase 3 to Phase 2. Allowed 2012 Item -6C8 requirements gathering and RFP solicitation to expedite program. June .11, Board Agenda MD added scope to support the compilation,evaluation,and 2013 Item 16E4 review of scripted demonstrations of proposed Customer Relations Management Systems October 1, Asset assessment of known assets,and the movement through 2013 Board Workshop the lifecycle. RFP status,contract negotiations and anticipated Board award. On March 5, 2013, the Purchasing Department issued RFP 13-6064. Email notices were sent to 1,696 vendors. Full solicitation packages were dolvnloaded by 107 vendors. Five consulting firms submitted proposals by the April 4, 2013,deadline. A countywide selection committee of seven reviewed the proposals and ranked the firms as shown on the Selection Committee Final Ranking Sheet—Step 2 (Attachment A). The selection committee requested a final presentation and interview with the three top ranked firms, Woolpert, Inc. (Woolpert), who proposed a Cityworks solution integrated with ESRI(GIS),Black and Veatch Corporation,who proposed an SAP centric solution and The Timmons Group who also proposed a Cityworks solution. The Timmons Group elected to not participate in the final presentation. At the conclusion of the presentation and interview, the selection committee ranked each firm as shown on the Selection Committee Final Ranking Sheet—Step 3 (Attachment B). Staff thennegotiated the final contract scope,deliverables,schedule,and fees,and recommended award of the contract to Woo(pert, Woolpert is the prime vendor who is responsible for integrating multiple "commercial off-the- shelf'software applications and ensuring the required functionality that will be achieved through standard configuration and not specialized customization. Software agreements with Cityworks, Inc., RIV.A. Modeling, GE Workflow, and Woolpert e31I are for licensing and maintenance alone with no configuration. Each licensing agreement provides immediate rights to the software, while each maintenance agreement provides access to improvements, bug fixes, and software enhancements over the life of the contract. The county has both existing GE Systems contracts in place. To leverage the solution proposed by Woolpert, staff recommends amending the existing GE Systems GlobalCare contract to include provisions for GE Workflow. Each licensing agreement and maintenance agreement to be approved along with the Master Agreement with Woolpert is attached to this item as Attachments F through L, and is incorporated into the Master Agreement under Exhibit F. Through the phased implementation schedule, the applications in the table below will be installed, configured and tested individually. Upon individual application acceptance, all applications will then be integrated together and tested to ensure the required functionality is achieved. Hence, the project implementation will not be complete until all individual applications and the entire system are fully integrated and successfully tested. A brief description of the software is provided below. Packet Page-218- O ........, t 16E4 L. 4 1/14/2014 11.C. PRIME VENDOR-Woolpert Inc. Responsible for configuration,integration,and functionality of all software below - - Primary .Ancillary Software Software functional Description ICitvworks Commercial off-the-shelf software (Azteca) Work and Inventory Management Full integration with existing GIS(ES.RI)and SAP RNACommercial off-the-shelf software Modeling Forecasts short-and long-term predictive and preventative work Essential to determine CIP programs linked to SAP GE Commercial off-the-shelf software WorkFlow Applies SCADA data to assets(pumps,motors,valves,etc.) Automatically generates work requests Woolpert Commercial off-the-shelf software e3 1 Web-based customer request portal NAllows customers to enter,monitor,and close complaints 1 I •To protect the County's interest in the project,staff has negotiated the following: 1. .A progress payment schedule as part of the integration services agreement to make Woolpert responsible for the successful installation and testing of the individual modules and the successful integration of the total system thereafter; 2. A refund provision in each software licensing agreement should any of the licensed products fail to perform.;and 3. A detailed scope to perform value engineering and fully support a Quality Assurance-and Control program during implementation, with EMA of Minnesota(EMA)whose final phase (Phase Three) was approved but not funded in the initial contract(10-5447), and change the duration of the contract to align with the implementation phase of Contract 13-6064. The 1 Phase Three scope was negotiated and reduced to match the needs of the proposed solution I (reference Attachment C). FISCAL IMPACT:A seven-year forecast illustrates the anticipated costs in each year for capital and operational costs. Included in this timeframe is an anticipated hardware replacement cycle in year six(2019). A detailed Total Cost of Ownership analysis is provided in Attachment D. Included in the Total Cost of Ownership are anticipated costs of future enhancements and integrations to our current SAP system which include guidance on materials management and inventory process control with a focus on streamlined data integration across multiple systems. Table 1—PUD Estimated Expenditures Year 1 Year 2 Year 3 Year 4 Year S Year 6 Year 7 2014 2015 2016 2017 2018 2019 2020 Capital $3,113.956 $1,265,593 $727,805 S - $ - $84,597 S - Operational $56,732 $274,554 $288,821 $759,482 $841,457 $927,529 $1,028,906 PUD $ - $100,000 $110,000 5120;000 $125,000 $130,000 $130,000 Staffing Packet Page-219- 0 K. 16E4 1/14/2014 11.0. Table 1 above represents the PUD funding and an estimated level of staffing to support the QA/QC,dat= ' •_, --- ess-process implementat:onseier- ,e fereeast period. 41 It is anticipated that approximately$225,000 of additional capital would be required for software licensing to support expansion to other divisions. Upon Agency implementation, operational costs will be allocated among the participating divisions. Funds are available in the FY14 budget under Project 50105, as approved by the Board on September 19, 2013. The source of funding is Water. Wastewater, and Solid and Hazardous Waste User Fees.Funds 412,414 and 474. LEGAL CONSIDERATIONS: There is a total of eight agreements that require the approval of the Board attached to this item: 1 Master Agreement with Woolpert, 3 Licensing Agreements (Woolpert, Cityworks, RIVA),3 Maintenance Agreements(Woolpen;City,works,RIVA)and 1 contract amendment % with GE Systems to provide GE WorkFlow. This item has been approved as to form and legality and requires a majority vote for approval.-ERP GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. RECOMMENDATION: That the Board of County Commissioners, Ex-officio Governing Board , of the Collier County Water-Sewer District, • award Contract 13-6064 in the amount of $2,208,599 to Woolpert, Inc., for Implementation and Integration services; • authorize the Chairwoman to sign and execute the attached agreements for all software licenses and maintenance after review and approval by the County Attorney's Office; • procure necessary hardware and software;and authorize staff to issue purchase orders to — Woolpert for Implementation and Integration Services in the amount of $2,208,599.00; — Azteca for Cityworks software in the amount of$311,925.00; — RIVA Modeling for Capital planning and.Prioritization software in the amount of S125,000.00; — GE Systems for GE WorkFlow SCADA work management software in the amount of$50,850.00; — Woolpert (e311) for Customer portal request application software in the amount of$10,000.00;and • approve scope modifications and date changes to existing Contract 10-5447 with EMA of Minnesota, Inc., to coincide with the implementation schedule, and authorize staff to issue a purchase order in the amount of$567,893 for Phase Three. Prepared by: Aaron Cromer, Planning and Project Management Department Principal Project Manager, Public Utilities Division; and Tracey Payne, Applications Support, Applications Analyst,Administrative Services Division. Attachments: Attachment A-Selection Committee Final Ranking Sheet—Step 2 Packet Page-220- 0 16E4 1/14/2014 11.0. Attachment B-Selection Committee Final Ranking Sheet—Step 3 Attachment C-EMA Scope of Work Attachment D-Total Cost of Ownership Attachment E- 13-6064 for AssetManagement Software and Consulting with.IT Documents Attachment F- Azteca Cityworks License Agreement Attachment G-Azteca Cityworks Update and Support Agreement Attachment H-RIVA Modeling Systems Inc.-Software License Agreement Attachment I-RIVA Modeling Systems,Inc. - Software Support and.Maintenance Agreement Attachment J- Woolpert e3.1 1 -Software License Agreement Attachment.K-Woolpert e311 - Support and Maintenance Agreement Attachment L- 11-5752 GE Contract Amendment 1 9 (4) Packet Page-221- 16E4 =modeling RIVA MODELING SYSTEMS INC. SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT This Agreement is by and between Riva Modeling Systems Inc. ("Riva" ) and Collier County, a political subdivision`of the State of Florida, (the"Client"): Riva Modeling Systems Inc. ("Riva" ) provides support and maintenance for each Riva software module. The Support fee covers technical support provided by telephone and internet/email during normal business hours (8:00 am EST- 5:00 pm EST) for trained users. For purposes of this Agreement,trained users are those users who have attended at least the Basic Users'course for the package or module they have licensed. Users are provided a direct number and email address for their Riva project manager as well as a central number and email address for software support inquiries. This support package covers all new releases/versions of the Riva applications during the support period. This support and maintenance agreement commences, and is payable, upon completion of Riva implementation at the client site. Coverage Purchase of an Annual Support and Maintenance Agreement covers the following services: • Major and minor version updates. Configuration changes will be supplied as XML packages. These are applied using the XML/Object import facility in Riva. The user will select a file to load the changes to Riva. Technical changes will be provided as complete deployments. Additional database specific changes may be deployed as scripts. • Support of Riva Product versions older than 18 months may result in time and material support charges. • Unlimited normal business hours technical support (excluding consulting). Support is provided by phone or e-mail. Use of desktop sharing and/or remote control software may be required, and shall be limited to designated Client staff who have completed Riva configuration training. • Normal Support covers inquiries as to technical use (Riva script assistance), security configuration questions, troubleshooting support for existing Riva Modeling Systems Inc. 1 ti 16E4 ..riva ra modeling synchronizations, reports and other configuration , rid-any issues which can be traced to failure of the Riva application to perform as delivered, barring issues caused by untrained Riva users. • This coverage EXCLUDES Riva personnel effecting changes or enhancements outside of the final delivered and accepted scope of work. Riva staff undertaking additional reporting requirements, synchronization changes, additional data configuration, strategy adjustments, additional security profiles and any other effort which in the normal course of work would be considered "configuration" is also excluded, except where Riva is offering remote guidance and/or support as outlined above. Work outside of the final delivered and accepted scope,of work may require separate and additional billing under a Statement of Work. Acknowledge and Resolve Times Riva shall provide response times in accordance with the following: • Incident Severity Level 3 -Critical Business Impact impairing system availability and affecting core business functions; Riva will respond within 30 minutes and resolve within eight(8) business hours. • Incident Severity Level 2 - High Business Impact impairing peripheral functionality, but not impeding use of software. This severity includes a client's VIP users (users trained in basic or advanced configuration). Riva will respond within 3 hours and resolve within two(2)business days. • Incident Severity Level 1-Moderate Business Impact impairing minor use of the software; Riva will respond within 3 hours and resolve within five (5) business days. • Request Severity Level 0 - Low or No Business Impact to the use of the software. All business functions are available, but fulfilling a client's request for service is required to improve functionality, manage new and existing users, perform current application version patches or schedule a repair activity of a known problem. This also includes a request to provide documentation, information, advice or access to a service. As well, changes to attribute names, adding attributes, measures, and altering strategies to be more inclusive or exclusive fall within this measure. If a change request is required to resolve this issue, Riva will schedule with the client. Please see Table 1 below for more information: Riva Modeling Systems Inc. 2 CACI 16E4 4 ri riva 'moldeling Acknowledge and Resolve Times- Table imesTable 1: Acknowledge Time Resolve Time Severity i 'Targe 1 30 minutes starting 8 hours starting next i 3 30 minutes 95% 8 hours i 80% next business day business day 3 hours starting next 95% 2 Business 2 days starting next I 80% 2 3 hours business day Days business day i I 5 business days 1 day starting next 95% 5 business starting next business 80% 1 3 hours j business day I days day � t i Scheduled 1 day starting next 95% with end Scheduled with end 80% 0 3 hours business day user user Please note: Riva's Service Desk is available 8:00am — 5:00pm EST, Monday to Friday except recognized statutory holidays. Service Desk Services The Service Desk provides a single point of contact for End Users to report Incidents and make Service Requests.The Service Desk is responsible for the satisfactory resolution of Incidents and fulfillment of Service Requests. Rivals Service Desk is responsible for the following: • Provide our clients a single telephone number and email address to contact Riva's Service Desk Riva Modeling Systems Inc. 3 0 �A 16E4 II =modeling • Receive Incidents and Service Requests • Log Incidents and Service Requests in Riva's support ticket tool, detailing the End User who is affected,the Incident or Service Request they are reporting, and the Severity Level • Resolve support tickets at first contact where possible • Escalate Severity 3 support tickets immediately and Severity 2 and 3 support tickets that are nearing a service level breach or as required • Dispatch support tickets to appropriate Riva resources or other 3rd-Party Providers when not resolved at first contact • Monitor and track support tickets through to resolution • Provide the current status of support tickets to clients upon request. Our client is responsible for the following: • Report Incidents and Service Requests to the Service Desk • Maintain an updated contact listing for use by Service Desk personnel in contacting designated personnel for assistance and notification • Maintain an updated VIP contact list for use by Service Desk personnel for properly assigning severity levels • Assist in ensuring client's support teams and other contracted vendors, report incident status and resolution back to the Service Desk • Provide an adequate level of onsite and/or remote access for all Riva resources for which Riva has incident resolution responsibility. Service Management Services The Service Manager will function as the single point of accountability and interface for the delivery of Riva's services to our clients. He or she is Client's escalation point for any issues as well as for discussion of new or changing requirements. Ultimately,the Service Manager is responsible to the Client for ensuring service levels are met,that services are being delivered to Client's satisfaction, and to continually look for ways to better align these services with the goals of Client's organization. Riva's Service Manager is responsible for delivering the following in-scope services within established service levels: • Be a focal point and contact point for clients with respect to Riva's services • Monitor and review Riva's services,service delivery, and service levels • Review the underpinning contacts of 3rd-party service providers • Identify and remediate service deficiencies and implement service improvement programs • Escalate and manage high priority issues Riva Modeling Systems Inc. 4 cA 1 6 4 E .:moQdektng • Provide updates and management reports to clients • Review and discuss reports, high priority issues, and future client requirements • Prepare Statements of Work for projects that fall out of scope of the services described in this document • Negotiate change to services, service delivery, and service levels with clients and Riva's service delivery teams • Be a focal point for customer queries regarding invoicing • Monitor the quality and effectiveness of support services for our client's account • Prepare, conduct, analyze and respond to Client Satisfaction Surveys. Our client is responsible for the following: • Provide a client contact for communication and service management with Riva • involve Riva's Service Manager in the appropriate strategic, operational and budgetary exercises • Participate in satisfaction surveys. Riva Modeling Systems Inc. 5 ' �9. 16E 4 Reporting and Communication - There will be a review every quarter to be held between Riva and client, to evaluate the performance and service levels. This meeting will also encompass discussions on service level fulfillment,service delivery, and future projects that may affect the service levels in this agreement. Provider will deliver a standard report detailing the following: A summary of the customer activity&provider performance Quarterly Total ticket count Tickets by severity Resolution times by severity Service requests completed Open Incidents There will be an annual meeting between Riva and client to review and discuss the following: All current services Previous year performance Annually Client satisfaction data Management observations Key achievements Key goals for next year Riva Modeling Systems Inc. 6 CA. 0 16E4 : rivoriel n Pricing The pricing for Client's Annual Software Support and Maintenance will be confirmed during the initial license fee determination. Increases in Maintenance Fees per calendar year (if any) shall not be greater than the lesser of; an increase in the Consumer Price Index over the twelve- month period prior to such increase, or a maximum of 5% per annum. Resource Rates Pricing for Riva resources for additional time and material projects is listed below: ,..Project Manager _�•���._,_._ • $200 Consultant $200 Senior Implementation Specialist $175 Junior Implementation.Specialist $150 Developer $175 Terms and Conditions Initial Payment: The initial support payment will be billed upon successful implementation of the software in Client's environment, after installation, configuration and training have been completed. This will determine the renewal anniversary date. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Ha.Stats.,otherwise known as the "Local Government Prompt Payment Act". Renewal: The contract shall be for an initial one (1) year period, commencing on the day immediately following completion of the system implementation and terminating one (1) year from that date. The Client may, at its discretion and with the consent of Riva, renew the Agreement under all of the terms and conditions contained in this Agreement for ten (10) additional one (1)year periods.The Client shall give Riva written notice of the Client's intention to renew the Agreement term not less than sixty (60) days prior to the end of the Agreement term then in effect. If notice is not received then the Agreement will be deemed to have been renewed for an additional year. Upon expiration of the renewal periods, the Agreement may be amended by the Parties to provide for additional renewal periods. Alternatively, the County Manager, or his designee, may also, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or his designee, shall give the Riva written notice of the Client's Riva Modeling Systems Inc. 7 CAC)1 A 1 6 F 4 =modeling ng intention to extend the Agreement term not less than ten (10) days prior to the end of the last Agreement period. Upon acceptance of an annual renewal,an invoice will be generated in an amount equal to twenty-seven thousand five-hundred US dollars ($27,500), which is 22% of the original license fee of one hundred twenty-five thousand US dollars ($125,000), plus 22% of any amounts for any additional extensive customization costs incurred since initial implementation, adjusted by the U.S. Consumer Price Index-South Region for the immediate twelve (12) month period preceding the anniversary date of the Agreement. Cancellation:The Agreement can be cancelled by the Client at any time in writing by e- mail, fax or letter. In case of cancellation, Riva will pro-rate any unused time on this agreement and issue a refund. Notification should be provided to: accounts@rivamodeling.com. Performance Warranty: Riva shall provide all services hereunder in a good, timely and workmanlike manner consistent with leading industry standards. If the Client determines that Riva is in default under this Agreement, the Client shall notify Riva in writing of Riva's default(s). If the Client determines that Riva has not remedied and cured the default(s) within fifteen (15) calendar days following receipt by Riva of said written notice or such longer period of time as may be consented to by the Client in writing and in its sole discretion, then Client, at its option, without releasing or waiving its rights and remedies against Riva and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate Riva's right to proceed under d the Agreement, in whole or in part. Confidentiality: Each of us shall use reasonable efforts (and, in any event, efforts that are no less than the efforts we use to protect our own Confidential Information) to protect from disclosure such information that is the Confidential Information of the other. Each of us shall divulge such Confidential Information only to our employees, subcontractors or agents who require access to it for the purposes of this Agreement. "Confidential Information" means all data and information relating to either of our business, management or affairs, provided, however,that Confidential Information shall not include any data or information which: (I) is or becomes publicly available through no breach of this Agreement; (ii) is already in the rightful possession of the receiving party prior to disclosure hereunder; (iii) is independently developed; (v) is rightfully obtained from a third-party; or (vii) is disclosed pursuant to court order or other legal compulsion. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla.Stat. I Riva Modeling Systems Inc. ® 8 � i,CAC =modeling Governing Law: Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Waivers: Any consent by a party to, or waiver of, a breach by the other, whether express or implied,shall not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Subject to Appropriation: It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County -Commissioners. Definitions: Service Level Agreements (SLAB) are targets which allow our clients to understand timeliness and level of performance to expect from Riva. Acknowledge Time refers to the agreed-upon time to respond to a client's service request. Resolve Time refers to the agreed-upon time to resolve a client's service request. Incident is an event which is not part of the standard operation of a client's service which causes a disruption or reduction in the quality of services and client productivity. Service Request is a request from a client for information, advice, documentation, and/or access to service. Change refers to the addition, modification or removal to the client's approved environment. Request For Change(RFC)is used to record details of a request for a change to a client's baseline environment. Change Management is the process responsible for controlling the lifecycle of all changes. An RFC is the initial step in the change process. RFCs should pass through an internal Riva change management meeting for review and approval. Riva Modeling Systems stems Inc. 9 e 16EL :`riva :mr madding Escalation means contacting designated personnel to advise them of high severity incidents. Escalation of incidents is intended to assist in incident resolution and client communication. Single Point of Contact (SPDC) refers to Riva's Service Desk. Clients will have a single contact phone number and email as an entrance point to Riva's support. The Service Manager will function as the single point of accountability and interface for the delivery of Riva's services to our clients. He or she is Client's escalation point for any issues as well as for discussion of new or changing,requirements. Ultimately,the Service Manager is responsible to the Client for ensuring service levels are met,that services are being delivered to Client's satisfaction, and to continually look for ways to better align these services with the goals of Client's organization. VIP End User is a client's user trained in basic or advanced configuration. Support Agreement Coverage Specifics Client: Collier County Government 3339 Tarn iami Trail East,Suite 303 Naples, FL 34112-5361 Software: RIVA Decision Support (DS) (the"Software")solely for the Public Utilities Division Effective Date: to be confirmed Annual Support Cost: US Dollars$27,500 *****************Remainder of page intentionally left blank****************** Riva Modeling Systems Inc, 10 1 16E4 mri w Alp. IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s)indicated below. ATTEST: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk BY. iBy: 2,_. t`,„-- . rk -Hi#ler;€s�.,6 „, Attest as to ChIlman Tom Henning, Date: l i''" signature Only, Chairman First W' ness: Riva Modeling Systems,Inc. By: ,_ice;° 6, t •ivJ ,'' `'1 f By: 4 ,j ;' r, $r-I , k ektiri, Signature Date:/).,-7e,- al, 2. Print Name b fb Zvi 77 , C 1 Second Witness: Print Name and Title By: ,..'tet,- 'tj"---- Print Name Approved as to form and legality: /-1:211.4-. 9 *V) Assistant unty At r•rney i 1 Riva Modeling Systems Inc. 11 ID .., CA, i e. l6EtiNMI I W �y y us modeling. RIVA MODELING SYSTEMS INC. SOFTWARE LICENSE AGREEMENT This Agreement is by sand between Riva Modeling Systems Inc. ("Riva" ) and Collier County,a political subdivision of the State of Florida, (the "County" or"Client"): RIVA Modeling Systems Inc. ("RIVA" ) authorizes the County, the undersigned, to install and use RIVA Decision Support (DS) (the "Software") on one server for use by County personnel. This server is designated as the County's Production Server. The County is also authorized to install the Software on additional servers solely for the purpose of testing existing and new releases of the Software prior to releasing them for use. The County may also copy the Software for backup and archival purposes. In the event that an additional Production Server is required to accommodate the assets of the Public Utilities Divison, Riva will allow an additional license at no extra cost to the County. The initial Software license may be used solely for assets belong to the Public Utilities Division of Collier County Government. As other divisions/departments integrate this software, incremental costs will be incurred in accordance with the Riva DS Collier County Pricing for Additional Departments List attached as Exhibit 1. This Software License Agreement (SLA) authorizes an unlimited number of people the County designates to access or otherwise use the services or functionality of the Software provided from the County's designated Production Server. The license rights granted to the County herein take effect on the date that this SLA is executed by both parties and are perpetual and irrevocable (except for the County's breach of the license terms) and apply to all updates, upgrades,fixes, patches and other software provided to the County by RIVA as part of any support and maintenance services or otherwise. In consideration of the license rights granted herein, the County agrees to pay RIVA the one-time software license fee of one hundred twenty-five thousand US dollars ($125,000). The County has the right to terminate this agreement and receive a full refund if the Software does not substantially conform to its published specifications and meet the Riva-related requirements outlined in B-5 of Exhibit 1 — Functional Requirements included in the Wool-pert Inc. response to the Collier County FL Solicitation No.13-6064 for Asset Management Software and Consulting.The license fee Riva Modeling Systems inc. 1 !.1iTa grairnodeling is due and payable upon the earlier of: the date of execution of this Agreement and— shipment of the Software disks by Riva; or the date that the RIVA components are installed on the County's Servers. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. The County may not re-sell, give away, or transfer the Software to any other organization or individual, provided that the County may transfer the Software and this SLA: (a) to an affiliate as part of an internal reorganization or (b) as part of an amalgamation. Nothing herein shall grant the County any ownership or intellectual property rights in the Software. RIVA agrees that the County may, upon notice to RIVA, permit one or more of the County's third party service providers ("Third-Party Providers") to: (a) use, host, install, operate, customize and/or maintain the Software and its documentation for the sole purpose of providing services to the County; and/or (b) manage and administer this Agreement on the County's behalf, including the day to day communication with RIVA and the receipt, but not the payment(which shall remain the County's responsibility), of any invoices to be delivered hereunder. Notwithstanding anything herein to the contrary,the County shall be permitted to provide a copy of this SLA to such Third-Party Providers to ensure their compliance with the terms hereof. Please return a signed copy of this license agreement to RIVA at: RIVA Modeling Systems Inc. 220-410 Adelaide Street West Toronto,Ontario M5V 158 Limited Warranty RIVA represents,warrants and covenants that (I)it is and shall be the exclusive owner of the Software and has and shall have the right to grant all of the license rights herein; (ii) the Software and its documentation,and their use by the County hereunder, do not and will not infringe,violate or misappropriate the intellectual property rights of any person; (iii) the Software will perform in accordance with its documentation and its functional and technical specifications; and (iv) no portion of the Software, as delivered to the County, contains or will contain any disabling mechanism or protection feature designed to prevent its use (this includes, without limitation, any computer virus, worm, lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify,delete, damage or disable the software or any other hardware or computer system). Riva Modeling Systems Inc. 2 • 1 6 E �trn viva modeling Except for the foregoing, to the maximum extent permitted by applicable law, RIVA provides the Software as is and with all faults, and hereby disclaims all other warranties and conditions, either express, implied,or statutory, including,but not limited to,any (if any) implied warranties or conditions of merchantability, or of fitness for a particular purpose, or accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses and lack of negligence. Following full payment of any fees under this Agreement and the applicable Support and Maintenance Agreement, RIVA covenants to include the County as a Licensee as that term is defined in the third-party Escrow Agreement attached as Schedule 1 which, under specific circumstances would allow the County to receive an up-to-date copy of the source-code for the Riva software products or modules the County has purchased hereunder. RIVA agrees to indemnify and hold harmless the County and the County's affiliates,and their respective directors, officers, employees, service providers, customers, end users, agents and other representatives, from any and all damages, losses or expenses (including without limitation, punitive damages, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims, reasonable legal fees and expenses of investigation) which any such person may incur, suffer or become liable for as a result of, or in connection with, and shall defend such persons against, any third party claim that the software or its documentation (or any portion thereof), or use within the scope of this SLA, infringes any intellectual property rights of any third party. To the maximum extent permitted by applicable law, except for RIVA's indemnification obligation above, in no event shall the County or RIVA or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits) arising out of or in any way related to the use of or inability to use the RIVA software product, or other wise under or in connection with any provision of this SIA, even in the event of fault, tort (including negligence), strict liability, breach of contract, or breach of warranty of RIVA or any supplier, and even if the County or RIVA or any supplier has been advised of the possibility of such damages. Except for RIVA's indemnification obligation, notwithstanding any damages that the County might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages),the entire liability of RIVA and any of its suppliers under any provision of the SLA for all of the foregoing shall be limited to the amount actually paid by the County for the RIVA software product. The foregoing limitations, exclusions, and disclaimers shall apply to. the maximum extent permitted by applicable law. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters. Riva Modeling Systems Inc. 3 1 II 1 16E4 a mOdeliing This SLA is the entire agreement between the County-and - ' to-the licensing of the RIVA software product and supersedes all prior oral or written communications, proposals, and representations with respect to the RIVA software product or any other subject matter covered by this SLA. Any consent by a party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. IN WITNESS WHEREOF,the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. ATTEST: BOARD OF COUNTY COMMISSIONERS OF COLLIE U , LORIDA Dwight E. Brock, Clerk• I BY. 1 .� By: r Attes:as 'o Chai Ws,/ ; , aepWCierk Georgia-A,++11Iec,-E . C a -.a--en Li'signature only. Tom Henning, Date: Chairman First Witn- s: Riva Modeling Systems, Inc. .... / By: ,;,,, :.-t. .:r ' I f: ,;ID �- By. '-/ / \ 1 ;;1, : ' , Signature Date:?l**L , /' ZC°/ Print Name ) 1it2 11/r 77, t/4z.", Second Witness: Print Name and Title 1 I � By: l "`-` t-_- Print Name A roved as to form and legality: ,,,,,,L, .,,,, , Cr Assistant unty�ey Riva Modeling Systems Inc. 4 00 16E4 marl riv la II modeling Exhibit 1—Riva DS Collier County Pricing for Additional Departments. Department/Division License Fee Annual Support and Maintenance Fee Roads $75,000 ! $16,500 Parks $75,000 $16,500 Facilities $75,000 $16,500 Roads, Parks & Facilities $200,000 $44,000 purchased in a single license The above prices are valid until December 31, 2015 Riva Modeling Systems Inc. ® 5 CA 16E4 .�rivo :a modeling Schedule 1—Lincoln Parry Software Escrow Agreement(#2805)follows this page. Riva Modeling Systems Inc. 6 Li CA 1 6E 4 AGREEMENT N0. 128051 SOFTWARE ESCROW AGREEMENT Multi User Plan BETWEEN: Lincoln-Parry Associates Inc. RIVA Modeling Systems Inc. 114-105 Schneider Road and RB-2,530 Richmond Street West Ottawa,Ontario Toronto,Ontario K21.<1Y3 M5V 1Y4 (called the Escrow Agent) (called the Licensor) WHEREAS the Licensor carries on the business of licensing computer software and is desirous of making available severally to certain of its customers, each herein called the Licensee 1 the benefits contemplated by this agreement,and; WHEREAS the Licensor has granted or shall grant to the Licensee the right to use certain computer programs In object form and has agreed or shall agree to support the programs but wishes to maintain their confidentiality as trade secrets,and; WHEREAS the Licensee is desirous of being assured that the source code, documentation and related materials for such programs will be made available to it for the purposes of self support if certain events named herein occur; THEREFORE the parties agree as follows: 1. ESCROW MATERIALS standing under this agreement as though signed by each of the Licensees. The computer programs to which this agreement applies are those named in the List of Escrow Programs. A program 3. DELIVERY AND CERTIFICATION shall consist of the source code magnetically or optically stored, and such supporting The following procedure shall be documentation and related materials that adopted for the presentation and certification are necessary for a reasonably competent of the Software into escrow. programmer to routinely maintain and modify such programs. The programs shall (a) Within ten (10) days after the be collectively referred to herein as the signing of this agreement by both parties, Software. the Escrow Agent shall supply to the Licensor a standard sized container, which is capable of being sealed, and In which the 2. BENEFICIARIES Software shall be stored. (b) The Licensor shall thereupon All Licensees of the Software shall deposit the Software into the said container, separately become a beneficiary hereunder identifying it by name and release number, upon the filing by the Licensor with the and shall certify as to the authenticity of the Escrow Agent of a notification in the form contents in the sealed container on the form described in Schedule C and shall have full supplied by the Escrow Agent. Til CawrV 1V4 Una*I-ParriAssociam 0 I ,....IIIIIIIIL i 1, 6 L ' 1'' (a) The—Licensor shall seal the maintenance agreement, if any exists, container and shall deliver it to the Escrow with the Licensee, provided that the Agent to hold in accordance with the terms Licensee has given prior written notice of this agreement. to the Licensor of its intent to invoke (d) The Licensor will deposit new its rights under this agreement to call releases into escrow, and upon the filing by for a release of the Escrow Materials. the Licensor with the Escrow Agent of a Direction to Return or Destroy in the form described in Schedule E the Escrow Agent 5. RETURN TO THE LICENSOR shall return earlier deposits to the Licensor or destroy the earlier deposits as directed. The Escrow Agent shall deliver the (e)The Escrow Agent shall hold the Software back to the Licensor if any of the container in its sealed state and shall not events named in Section 4(a)or 4(b)occurs open,cause or permit it to be opened under before any cf the events named in Section any circumstances whatsoever except as 4(c), provided that a Termination Notice in ( may be permitted under this agreement or the form set out in Sch and signed 1 amendments thereto. by the Licensor and Licensee has been delivered to the Escrow Agent along with the balance of any fees and charges that are 4 4. EVENTS CAUSING RELEASE due and further provided that no other Licensee is a beneficiary under this The Software shall be held In agreement at the time. Where any materials escrow by the Escrow Agent until the lodged In escrow are to be returned by the earliest of the following events: Escrow Agent to the Licensor pursuant to • • the terms of this agreement, the Licensor (a) The occurrence of the following shall select the method of delivery and the events: carrier,and shall bear the shipping cost. 1. A cessation of the use of the Software by the Licensee and the termination or expiry of its program license 6. RELEASE TO LICENSEE agreement with the Licensor; 2. The termination or expiry caused or The Escrow Agent shall deliver the permitted by the Licensee of the Software to the Licensee if any of the events Software maintenance and support named in Section 4(c) occurs before any of services portion of the said program the events named in Sections 4(a) or 4(b), license agreement. provided that the procedure set out below (b) The termination of this has been followed and the conditions met. agreement by consent of: 1. The Licensor and Licensee; (a) The Licensee has delivered to 2. The Licensee alone. the Escrow Agent a written request for the (c) The occurrence of any of the release of the Software, accompanied by a following events and provided in all events sworn affidavit from a senior officer of the that the Licensor has not made suitable Licensee stating the particulars of the alternate arrangements for the continued reasons for its request with reference to the maintenance of the Software: events named in Section 4 of this 1. A petition in bankruptcy or an agreement. assignment for the benefit of creditors (b) A copy of the request and $. of the Licensor is filed by the Licensor, affidavit has been delivered by the Escrow or a third party against the Licensor Agent to the Licensor in a timely manner, as and is not dismissed within thirty (30) described below. days of Its filing; The Escrow Agent is entitled to 2. A cessation of normal business conclusively presume that delivery of any operations by the Licensor during the document under this section has been made term of this agreement and received four (4) business days after 3. A serious continuing breach by the Licensor of its support and PA Capirktt 1974-2035 1,IncdmPany iamegiates,Inc �/ 1 Ell C) 16E4 4 , 1 1 having been sent by the Escrow Agent to decision of the arbitrator immediately after the address as provided under Section 13. the expiry of any appeal period. (c) No dispute In writing has been (d)The Licensor and Licensee shall received from the Licensor by the Escrow each pay one half of the fees and charges of S Agent within fifteen (15) days of the the arbitration. Licensor's receipt of the Licensee's request and affidavit. (d) The Licensee has signed a non 8.VERIFICATION PROCEDURE disclosure covenant in the form set out in Schedule B and delivered It to the Escrow In order to verify the authenticity of Agent. " the contents of any container deposited by (e) All outstanding charges under the licensor and being held in escrow the this agreement have been paid to the Licensee may at any time call for its Escrow Agent, and the Licensee has paid inspection in the manner and subject to the copying charges. The Licensee shall select conditions below: • the method of delivery and the carrier, and (a) The Licensee shall notify the shall bear the shipping cost. Licensor and the Escrow Agent in writing of 1 (1) In order to affect a release of its demand to inspect the contents of a I Software to the Licensee pursuant to the container, and such notification shall be terms of this agreement the Escrow Agent is made at least thirty(30)days in advance of assigned the right to make and deliver such the date appointed for such inspection. ' copies of the Software as needed for that (b)The Escrow Agent shall appoint I purpose. the location for such inspection. (c) The Escrow Agent shall attend the appointment time and place and shall 7. DISPUTES AND ARBITRATION thereat produce the sealed container in question. If the Licensor enters a dispute as (d) The contents of the container contemplated by Section 6(c) then the shall be removed and inspected by the pbeforreeure theset Softut ware eiow is deliveedll be �to the and llowed nsee in the a determinationsence madeof ashe to Licensor whether Licensee. they are as purported by the Licenser on its , (a) The Licensor and Licensee shall certificate. within ten (10) days after the entering of a (e)If the contents are determined to dispute name an arbitrator to decide be as purported, they will be resealed and whether the Licensee is entitled to receive returned to the Escrow Agent to continue to the Software. if they are unable to agree hold in escrow. The Licensee shall pay all upon the selection of an arbitrator then the costs associated with the inspection, Escrow Agent shall make the said selection. including machine time,operating personnel (b) The arbitration shall otherwise travel, food, lodging and a reasonable per be conducted in accordance with the Rules diem fee for the attendance of all the parties for the International Chamber of Commerce attending at the inspection. Court of Arbitration, and the Escrow Agent if the contents of the container are shall immediately upon the expiry of any determined not to be as purported, then the appeal period carry out the decision of the Licensor shall pay all of the costs named arbitration. above and shall also forthwith deliver to the (c) In addition to such other powers Escrow Agent a copy of the authentic as may be conferred on the arbitrator under software as purported on the Licensor's enabling legislation the arbitrator shall be certification, and the Licensee may first empowered to decide whether an event verify that the same are authentic. described in Section 4 has occurred, whether ail other conditions for release have been met, and to order or enjoin release. The arbitrator's decision shall be binding. 'The Escrow Agent shall act upon the i i 11117 3 r { TM capeptt 1274 aooe unod rrrr� CO CO 1 1 6 E 4 i 9. DUTIES OF ESCROW AGENT_ year or part year payable on the anniversary i date of this agreement I (a)The Escrow Agent shall store the (d)Respecting each notice in writing sealed containers in a safe and secure sent by the Escrow Agent a fee of $40.00 location of its own choosing. payable on receipt of invoice. I , (b) The Licensor may direct the (e)Respecting the return or Escrow Agent to store the sealed containers destruction of each container held in escrow in a location selected by the Licensor, in a fee of $65.00 per container payable on which event the Escrow Agent shall comply receipt of invoice. with such direction provided that access to (f)Respecting ail expenses incurred the location is under the Escrow Agent's by the Escrow Agent for media, copying, I control and that any additional cost incurred shipping or delivery, special storage by the Escrow Agent in using the site are requested by the Licensor a charge for such paid by the Licensor. , amounts disbursed due and payable on (c)The Licensor represents that the receipt of account Software does not require any storage (9) Respecting any attendance conditions other than office environment made by the Escrow Agent in carrying out its conditions.The Escrow Agent shall exercise obligation under this agreement or related reasonable judgment in the handling of the thereto, travel, lodging and legal Software in event of a dispute and shall not representation expenses incurred if any plus be liable to either party except for grossly or the then current per diem attendance fee deliberately negligent conduct. payable on receipt of invoice. (d) Following the request for (h)The term of this agreement shall release of Software pursuant to Section 6, if continue so tong as any beneficiary has any fees or charges are or become rights under it, however the Licensor may • outstanding then the Escrow Agent shall not transfer this agreement to another escrow be required to perform any of its obligations agent at any time provided that all under this agreement until its account has outstanding fee and charges have been been paid. The Escrow Agent may accept paid payment of its account from either the (I)The Escrow Agent may resign at Licensor or Licensee. the end of any year provided that it has delivered at least thirty (30) days prior written notice to the Licensor to find a 10. FEES, CHARGES AND TERM replacement {))The fees above shall be in force The Licensor shall pay to the for a period of one year. Thereafter the Escrow Agent the following fees and Escrow Agent may alter the fees provided that any increase is part of a general fee charges: increase. (a) An annual fee of $800.00 (k) GST, HST and all applicable payable upon execution by the Licensor of provincial taxes' this agreement and on each anniversary date thereafter unless earlier terminated by 11. DEFAULT IN PAYMENT either party. (b) This agreement shall continue thereafter on a yearly basis unless If the Licensor fails to pay any fee or terminated by either party by giving the other charge on its due date, then the Escrow at least thirty(30)days written notice prior to Agent may, after giving the Licensor and any anniversary date, and provided that all Licensee hereunder thirty (30) days prior named beneficiaries have either ceased to written notice to make such payment, hold a user license for the Software or have terminate this agreement and either destroy consented to the termination of this or return the escrow materials in its agreement. possession at the Escrow Agent's option. (c) Respecting each issued The remedies above do not exclude any standard size container a fee of$90.00 per other remedies that are otherwise available to the Escrow Agent. This notice shall be Corston 1974200/1 tboo9*AanYArceiatas,Inc.; " 6 1 E 4 sent to the Contact and Address provided on license agreement or to expand the scope of the most recently dated Schedule C forms use. received by the Escrow Agent, and shall be conclusively deemed as having been received upon being sent. 15,ANNUAL NOTIFICATION TO LICENSEE 12. INSPECTION The Escrow Agent shall deliver an the purpose of that any activity report in writing to each of the containerrp delivered ensuring and held by Licensee(s) no less often than once each sealedng the Escrow Agent under this agreement year,wereecribide the escrowte deposits if remains in a sealed state, either the that made during the preceding year d levy a notificationtofee set out in . Licensor or the Licensee may at any time such container at the Section 10(d) to be paid by the Licensor for demand to inspect each report delivered by the Escrow Agent offices of the Escrow Agent, and the Escrow Agent shall produce such container on a timely basis for inspection. 16. GOVERNING LAW 13, NOTICES This agreement shall be governed by the laws of the Province of Ontario Any notice required to be given in without reference to its conflict of laws writing under this agreement shall be provision, conclusively deemed to have been given and received when made at the sender's option by fax, email, first class post, courier 17. LOSS, DAMAGE OR or prepaid certified or registered post, return DESTRUCTION receipt requested, to the respective, fax numbers, email addresses or street If the escrow materials are lost, addresses appearing on Schedule D or to damaged or destroyed without fault by the such other fax numbers, email address or Escrow Agent or for reasons beyond the street addresses as the parties may from control of the Escrow Agent, such as acts of time to time direct. God, war, insurrection or terrorism, then the Licensor at its own expense shall make a 14. TITLE AND COPYRIGHT fresh deposit to replace the escrow materials so lost,damaged or destroyed. (a)Title to the Software shall remain in the Licensor either in its own right or as 113 ENUREMENT agent for the owner. The Escrow Agent shall have title to the physical storage medium but not to the Software residing on This agreement shall be binding it upon and enure to the benefit of parties and (b) Upon a release of Software the beneficiaries named by the Licensor and pursuant to this agreement the Licensee the assignees of each of them. This shall have the right to make copies of the agreement may not be assigned by the Software for the purpose of program Escrow Agent without the prior written execution, back up, support, maintenance consent of the Licensor. and development all restricted to the Licensee's internal use of the Software as permitted in its program license agreement. Release of the Software to the Licensee does not relieve it of its obligation to pay license fees if any under the program ,M cGOYNOM 1974-20o11 clrooirA.nn Aaodsla,i+G uooewwrtzss • ( „< . ioL 1 II 19. GENERAL (a)The Escrow Agent may rely en ail documents, notices and communications on their face, and is not required to make further inquiry into their authenticity or the veracity of their contents. (b)Nothing in this agreement shall be construed so as to expand, contract or 1 create new obligations to support and maintain the software. (c)if any matter under this agreement is in dispute then the Escrow Agent shall be entitled to stand still with respect to its obligations to either hold or release the Software until the disputing 1 parties have finally settled the matter by mutual consent, court or arbitration 1 proceedings. END OF TERMS AND CONDITIONS I 1 TM caonwr+»r+aaos w+mr.z'.mic 0 Ili 1 6 E 4 ............. , 1 I I , IN WITNESS WHEREOF the parties have by their representatives so authorized executed this agreement-to-go-into force-on-the date below first mentioned. 1 ESC AGENT: tic. a; Lin,coin •arry ASSOC i s c. R1V• F t` y . / ..AUA- — -_-- Authoriz:• Representative nature Authorized iiiiiip ve Signature r1 0 i5►:+ii_ `^ Name Name C Titleca 'hie t APR U a 7i1U8 APR U 3 2008 /t ' .. ,- Of Dat* Date t 2805 I 7M CapMiyi1/C741006 I InconrYarty Amoniam Ina 0 �'€ f LIST OF ESCROW PROGRAMS 1 SOFTWARE ESCROW AGREEMENT NO, 6 2 8 0 5 ,Er,,xf.: i :rn3uw _ ,x, . .3�! ,., _._._. _ - :iL.,1_f:7;: x.; :;7„ i RNA Asset Capital atset repository software • Repositor+ 2 RNA Enterprise 'Capital a$set consolidation software Inventory 3 RIVA ONLINE Long-range capital asset valuation&management software 4 RIVA Capital Capital project management software 1 Project Management 1 System s s 7 •The Licensor shall deposit updates, to the Software above-listed not less frequently than annually, and such updates shall be considered as included in the Software. TM Copyright tm4-20oe U1 frPetrr 0.2 CA 4 i s SCHEDULE A-TERMINATION NOTICE TO: Lincoln-Parry Associates inc. North America: 1-888-771-2042 Telephone No.: 1-613-842-8912 Fax No.: 1-613-839-1362 Email: deskCdtsoftescrow.com Website: www.softescrow.com TAKE NOTICE THATe icensor and the Licensee bein' parties to a Software Escrow Agreement bearing No. IIr L $� b and dated APR 0 3 l l; do hereby terminate the said agreement as of the date of this notice and direct you to deliver the Software thereunder held by you to the Licensor forthwith. LICENSOR: LICENSEE: RIMA Modeling Systems Inc. Authorized Representative Signature Authorized Representative Signature Print Name 1 Print Name # Title I 1 Title Date i Date Telephone No. 1' Telephone No. Fax No. ` Fax No. E-Mail Address E-Mail Address TM Cop/Milt 174.2006 UrcoK7rry Auccootes,tom \-J 16E4 1 i SCHEDUL B— NON-DISCLOSURE COVENANT TO: Escrow Agent TO: LICENSOR Lincoln-Parry Associates Inc. RIVA Modeling Systems Inc. WAS th N REe Licensor and the Licensee are parties to a Software Escrow Agreement bearing 9 No. 2 8 u 5 and dated APR Q 3 it,r' pursuant to which the Software therein shall be released to the Licensee by the Escrow Agent,and; WHEREAS a prior condition of such release is set out in Section 6(d)of the said agreement, namely that the Licensee must first execute this form of non disclosure covenant and deliver it to the Escrow Agent; THEREFORE the Licensee covenants as follows for the benefit of the Licensor 1. To hold the Software in the strictest of confidence, recognizing that it is a valuable trade secret of the Licensor and that its improper disclosure will cause substantial and irreparable injury to the Licensor. • 2. To restrict the use of the Software solely and exclusively for the purpose of supporting the Licensee's own installation or the installations of sub-licensees if the Licensee is an authorized VAR or OEM of the Software, and for no other purpose whatsoever. Licensee acknowledges that title to the Software shall at all times remain with the Licensor. 3. To restrict disclosure of the Software or any part thereof to only those of the Licensee's employees or agents who have a bona fide need to know,and who have received written notice of the confidential nature of the Software and have agreed to abide by these restrictions. 4. Other than for back up, not to make any copy,derivation,translation or imitation of the Software, or to use any of its algorithms,designs or architecture in producing another program. 5. To fully observe and perform ail other obligations which may bind the Licensee under any other agreement,which exist between it and the Licensor. LICENSEE: Authorized Representative Signature { Print Name Title Dal Telephone No. Fax No. E-Mail Address 'M Caavrtint 11174.1006 ui+omn?WY *AL 16E1 SCHEDULE C -NOTIFICATION TO: Lincoln-Parry Associates Inc. CC:Licensee North America: 1-888-771-2042 Telephone No.; 1-813-842-8912 Fax No.: 1-613-839-1362 Email: deskOsoftescrow.com Website: www.softescrow.com BE INFORMED THAT Name; (Licensee) Address: Contact: Telephone No. Fax No. E-Mail Address: has become a licensed user of those;pitman included in the Software described or otherwise included in Software Escrow Agreement No. YE 1 U S and bearing date APR 0 3 $ between you and RIVA Modeling Systems Inc.(Licensor)which are listed below and as such becomes entitled to the rights of a beneficiary thereunder upon filing of this Notification with the Escrow Agent. The Licensee's rights under this Agreement shall relate to the Software in those containers) held by the Escrow Agent for which the Licensee has a valid license agreement that is not in arrears or otherwise in default, at such time as those rights are exercised. Programs of the software licensed by the Licensee listed below and the most recent deposit of Escrow Materials pertaining to the above named beneficiary was made on Month Day Year 1. 2. 3. 4. LICENSOR: RIVA Modeling Systems Inc. Authorized Representative Signature Name Title Date TM Capytgik 19744001 li icor•PMrty 1 E SCHEDULE D CHANGE OF ADDRESS NOTIFICATION Forward to: Lincoln-Parry Associates Inc. North America: 1-888-771-2042 Telephone No.: 1-613-842-8912 Fax No.: 1-613-839-1362 Email: deskasoftescrow,c om Website: www.softescrow.corn SOFTWARE ESCROW AGREEMENT NO. k 2 8 0 5 CHANGE TO LICEI+SOR:0 CHANGE TO LICENSEE:❑ Name Address Address { Contact Telephone Fax Email Please update your records accordingly for the above as follows: CHANGE APPt.UES TO: 111 mimmummiummumisti .",4`� lar -L�J I. G�` 16E4 SCHEDULE E—DIRECTION TO RETURN OR DESTROY TO: Lincoln-Parry Associates Inc. • North America: 1-888-771-2042 Telephone No.: 1-613-842-8912 Fax No.: 1-613-839-1362 Email: desk(softescrow.com Website: www.softescrow.com RE: Software Escrow Agreement No. h 2 8 0 5 Dated: Container No. The LICENSOR represents that all of the software materials in the above cited container have been replaced with more recent versions now lodged with Lincoln-Parry Associates Inc. and that no Beneficiary/Licensee under the above agreement has any further interest In the software materials in Container No. being returned to the Licensor or destroyed as per the direction below. (select one of the following) 0 You are hereby directed to return the materials above described. Ship via Federal Express Account# ❑ You are hereby directed to destroy the materials above described. LICENSOR: RETURN: RIVA Modeling Systems Inc. • Authorized Representative Signature Print Name Title Date Telephone No. Fax No. E-Mail Address TM Ceggityt 1974 :Ce LYtcoM-PiryIrm. s 1C 16E4 • { 6. xg_ >: c # t2f^4':4 lY * !#13y IY4 J' S ?�: '.cam•= TO: Lincoln-Parry Associates Inc. C.C. Licensee 114-105 Schneider Road Ottawa,Ontario K2K 1Y3 Central Fax: 1-613-839-1362 Email: desk©softescro w.com Support Team: 1-888-7771-2042 BE INFORMED THAT PURSUANT TO SECTION 4(a) Name: Address: Contact: Tel.No Fax No. Email: is no longer a licensed user of those programs included in the Software described or otherwise included in Software Escrow Agreement No, as and bearing dated APR 0 3 200$ between you and RIVA Mode TSYstirm1 Inc. (Licensor)which are listed below: Programs of the Software NOT licensed by the Licensee: 1. 2. 3. 4. LICENSOR:RIVA Modeling Systems Inc. Authorized Representative Signature Print Name Title Date 11.4 Covy 1*19742009 tr zoltrPaRy Au I Ss.YK. t2009P1AAR25S 41)