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HomeMy WebLinkAboutNovotx LLC - Computerized Maintenance Management System Software ( RFP 23-29)Memorandum To: Honorable Mayor and Members of the City Council CC: Members of Administration and Public Works Committee From: Karra Barnes, CMMS Analyst CC: Edgar Cano, Public Works Agency Director Subject:20282024 FY for through Novotxwith Award Contract LLC Computerized Maintenance Management System Software (CMMS) Service Date: December 11, 2023 Recommended Action: Staff recommends that the City Council authorize the City Manager to execute an agreement with Novotx LLC (1979 W 1900 S, Suite A, Syracuse, UT 84075) to provide computerized maintenance management system (CMMS) services for tracking vertical assets in the not-to- exceed amount of $390,000 for the period of January 1, 2024 to December 31, 2028. Funding Source: Funding is provided by the Water Depreciation Improvement & Extension Fund (Account 513.71.7330.62145), which has a proposed FY 2024 budget of $200,000. CARP: Municipal Operations Council Action: For Action Summary: The City of Evanston Public Works Agency has long used asset management and and computerized maintenance management software to improve productivity. ArcGIS Cityworks were implemented in 2002, and while ArcGIS is still used today, Cityworks was replaced with VUEWorks in 2017, and the tracking of vertical assets at the water treatment plant was added. In regard to horizontal assets (e.g., streets and utilities), these two software packages have created a tool that has allowed departments to increase productivity and customer service. This indicates that an asset management system is beneficial for the City. This same benefit has not been as clear for vertical assets (e.g., the water treatment plant and other City facilities). Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 The Public Works Agency would ideally purchase a Computerized Maintenance Management System (CMMS) that works for both horizontal (water and sewer mains, trees, street lights, park benches, etc.) and vertical assets (equipment, buildings, water filtration and pumping systems, etc.) in the City of Evanston. Maintenance schedules and work reports are tracked in the City's current asset management system, VUEWorks. However, the cumbersome process of gathering and entering data into the platform can lead to inconsistent data, delayed entries, and outdated reporting figures. VUEWorks does not allow for a simplified way to calculate vertical asset life cycles in order to prioritize infrastructure upgrades and improvement planning. Another universal issue with the current system is the inefficient user interface of the platform, which frequently causes confusion and frustration among staff. The Evanston Water Utility currently supplies approximately 48 million gallons per day (mgd) of treated Lake Michigan water to retail customers in Evanston and wholesale customers in Skokie, Northwest Water Commission (Arlington Heights, Buffalo Grove, Palatine, Des Plaines, Wheeling), Morton Grove, Niles, and Lincolnwood. The wholesale water contracts require the City to track assets utilized by each customer in order to determine the annual water rate. Having an updated CMMS software will be invaluable in maintaining thorough information on these assets, including value and condition, as well as being able to effectively organize and track this data in a more convenient way for staff. The Filtration and Pumping Divisions only use the current CMMS for work reports due to the system's inability to provide easy yet robust reporting functionality, thorough project tracking, and the desired features mentioned above. The Facilities & Fleet Management Division has been using the VUEWorks platform for assets within Facilities-maintained buildings since January of 2023. It has allowed staff to effectively track all City facilities and their building systems on a digitized platform. This has enabled Facilities & Fleet Management to start developing a reliable database of records. However, the VUEWorks software is not ideal for vertical assets. Although the current platform captures data, staff has found that it is cumbersome and difficult to navigate. The existing platform also lacks features needed to help with long-term Facilities Management planning. Staff recommends implementing a Computerized Maintenance Management System (CMMS) separately for vertical assets. A new CMMS software created specifically for vertical facilities assets will strengthen staff from the Pumping and Filtration Divisions as well as Facilities and Fleet Management's ability to conduct the following: Easily manage and update a large list of assets Organize and track maintenance, repairs, and improvements performed on assets Keep track of useful life, warranties, and other expenses Develop long-term plans for the City's facilities and other vertical assets Succession management - provide historical asset maintenance, repair, replacement, and improvement data for future staff This contract is to procure the computerized maintenance management software and to provide implementation services, such as software configuration, data migration, mobile application development, and staff training. Included in the City's scope of work for this project was for the consultant to provide technical support that would begin after Page 2 of 8 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 implementation is completed and last for a term of 3 years with an option to renew for an additional two years. Below is the anticipated schedule for implementation services: Year 1: Facilities Management Year 2: Filtration and Pumping Divisions (concurrently) In order to address the differences in the management of horizontal vs. vertical assets, staff concluded that two proposals within one Request for Proposal would be necessary to ensure equitable and optimal software performance for all users. The first proposal would be dedicated toward horizontal/GIS assets, with vertical assets being the focus of the second proposal. Starting in March 2022, City staff have been researching and participating in demos of different asset management systems. Analysis: A Request for Proposal was developed and issued on Demandstar on April 13, 2023. Proposals were received on May 30, 2023. A total of seven proposals for Proposal #2 - Vertical Assets were received as summarized below: The proposals were reviewed based on the completion of the proposal, qualifications, cost, and project approach. Based on initial scoring, the review committee shortlisted the three highest-scoring firms: CMMS Data Group, Novotx LLC, and OpenGov. All three shortlisted firms were given interviews. Two of the three firms were selected to provide staff with a test environment to familiarize themselves with the platforms. A more detailed review of the shortlisted proposals was conducted by: Dennis Barcelona, GIS/Engineering Technician Karra Barnes, CMMS Analyst Sean Ciolek, Manager of Facilities & Fleet Management Valentina Cortez, Facilities Asset Specialist John Gonzalez, Purchasing Specialist Bill Thomas, Interim Pumping Division Chief Mark Wegener, Facilities Master Tradesman Page 3 of 8 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Christopher Woppel, Facilities Maintenance Worker III The table below provides a five-year cost comparison (the RFP requested confirmed pricing for five years of licensing and technical support). The pricing of the proposals received is as follows: The table below provides a detailed year-to-year breakdown for Novotx LLC. The pricing received for their proposal is as follows: The following rating matrix was developed to determine the proposals with the highest scores for the procurement of a new CMMS for the City of Evanston: Page 4 of 8 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 All three firms have the experience, qualifications, and software capabilities staff deemed important in the acquisition of a new CMMS. However, staff found the user experience, product interface, and software capabilities to be superior in the Novotx platform. Staff checked been hasclients for performance other that foundand references Novotx's satisfactory. Staff recommends the award to Novotx LLC for Proposal #2 (Vertical Assets). Unfortunately, staff did not feel any of the platforms universally fulfilled the needs of both horizontal and vertical assets. Therefore, staff is recommending to continue contracting with VUEWorks for the time being for the management of horizontal assets. An award for Proposal #1 (GIS Horizontal Assets) will be awarded at a later date. A review of Novotx's compliance with the City's M/W/D/EBE goals is attached. Attachments: Detailed Pricing Breakdown Detailed Rating Sheet RFP 23-29 MWDEBE Waiver Memo Page 5 of 8 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Pricing Breakdown of All Vendors Licensing Implementation Training Data Migration Meetings/Updates CMMS Data Group $60,945 $51,800 Included in Implementation Cost $9,475 $2,500 Data Transfer Solutions $38,000 $30,000 $5,000 Current CMMS Platform $6,000 KloudGin Inc.$29,875 $95,004 $13,195 $23,751 Included in Implementation Cost Novotx $55,500 $115,000 Included in Implementation Cost Included in Implementation Cost Included in Implementation Cost OpenGov $78,000 $161,325 Included in Implementation Cost $53,775 Included in Implementation Cost Univerus Inc.$11,000 $6,000 $10,000 $7,000 $8,000 William Everett $83,741 $289,620 $28,020 $48,960 $1,440Page 6 of 8Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Selection Criteria Max Pts CMMS Data GroupData Transfer SolutionsKloudGin Inc.NovotxOpenGovUniverus Inc.William EverettFirm Qualifications and Experience 15 13 5 9 13 13 7 7 Project Team Qualifications and Experience 20 14 4 10 15 13 7 8 Project Approach 15 12 4 10 13 11 6 6 Cost / Level of Effort 20 19 20 9 17 6 17 5 Willingness to Execute Agreement 10 0 5 0 10 0 10 10 Organization and Completeness of Proposal 10 0 10 0 10 10 10 10 M/W/EBE Participation 10 10 0 0 0 0 0 10 Totals 100 68 48 38 78 53 57 56Page 7 of 8Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Computerized Maintenance Management System (CMMS) Procurement (Vertical Assets), RFP 23-29, M/W/D/EBE Memo 12.11.2023 To: Edgar Cano, Public Works Agency Director Karra Barnes, CMMS Analyst From: Tammi Nunez, Purchasing Manager Subject: Computerized Maintenance Management System (CMMS) Procurement (Vertical Assets), RFP 23-29 Date: December 11, 2023 The goal of the Minority, Women, Disadvantaged, and Evanston Business Enterprise Program (M/W/D/EBE) is to assist such businesses with opportunities to grow. In order to help ensure such growth, the City has established a 25% M/W/D/EBE subcontracting participation goal for general contractors. With regard to the Computerized Maintenance Management System (CMMS) Procurement (Vertical Assets), RFP 23-29, total base bid amount of $390,000, the primary contractor Novotx LLC, has requested a waiver for the M/W/D/EBE participation goal. Due to the technical nature of the project which includes proprietary technologies in which subcontractors are not authorized to perform and deliver. To minimize risk and ensure the best project outcome, Novotx LLC technicians will self-perform the work on the project. The waiver request and explanation were reviewed and approved to be valid by the Project Manager. Cc: Hitesh Desai, Chief Financial Officer / Treasurer Memorandum Page 8 of 8 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 EXHIBIT J CITY OF EVANSTON PROFESSIONAL SERVICES AGREEMENT The parties referenced herein desire to enter into an agreement for professional services for Computerized Maintenance Management System (CMMS) Procurement (“the Project”) RFP Number: 23-29 THIS AGREEMENT (hereinafter referred to as the “Agreement”) entered into this 17th day of January 2024, between the City of Evanston, an Illinois municipal corporation with offices located at 2100 Ridge Avenue, Evanston Illinois 60201 (hereinafter referred to as the “City”), and Novotx LLC, with offices located at 1979 W 1900 S STE A, Syracuse, UT 84075 (hereinafter referred to as the “Consultant”). Compensation for all basic Services (“the Services”) provided by the Consultant pursuant to the terms of this Agreement shall not exceed $390,000. I. COMMENCEMENT DATE Consultant shall commence the Services on January 30, 2024 or no later than three (3) DAYS AFTER City executes and delivers this Agreement to Consultant. II. COMPLETION DATE Consultant shall complete the Services by December 31st, 2026. If this Agreement provides for renewals after an initial term, no renewal shall begin until agreed to in writing by both parties prior to the completion date of this Agreement. III. PAYMENTS 63 Revised 10-20 (09-17) Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 City shall pay Consultant those fees as provided here: Payment shall be made upon the completion of each task for a project, as set forth in Exhibit A – Project Milestones and Deliverables. Any expenses in addition to those set forth here must be specifically approved by the City in writing in advance. IV. DESCRIPTION OF SERVICES Consultant shall perform the services (the “Services”) set forth here: Services are those as defined in Exhibit A, the City’s Request for Proposal No. 23-29 (Exhibit B) and Consultant’s Response to the Proposal (Exhibit C). Services may include, if any, other documented discussions and agreements regarding scope of work and cost (Exhibit D). V. GENERAL PROVISIONS A. Services.Consultant shall perform the Services in a professional and workmanlike manner. All Services performed and documentation (regardless of format) provided by Consultant shall be in accordance with the standards of reasonable care and skill of the profession, free from errors or omissions, ambiguities, coordination problems, and other defects. Consultant shall take into account any and all applicable plans and/or specifications furnished by City, or by others at City’s direction or request, to Consultant during the term of this Agreement. All materials, buildings, structures, or equipment designed or selected by Consultant shall be workable and fit for the intended use thereof, and will comply with all applicable governmental requirements. Consultant shall require its employees to observe the working hours, rules, security regulations and holiday schedules of City while working and to perform its Services in a manner which does not unreasonably interfere with the City’s business and operations, or the business and operations of other tenants and occupants in the City which may be affected by the work relative to this Agreement. Consultant shall take all necessary precautions to assure the safety of its employees who are engaged in the performance of the Services, all equipment and supplies used in connection therewith, and all property of City or other parties that may be affected in connection therewith. If requested by City, Consultant shall promptly replace any employee or agent performing the Services if, in the opinion of the City, the performance of the employee or agent is unsatisfactory. Consultant is responsible for conforming its final work product to generally accepted professional standards for all work performed pursuant to this Agreement. Nothing in this Agreement accords any third-party beneficiary rights whatsoever to any non party to this Agreement that any non-party may seek to enforce. Consultant acknowledges and agrees that should Consultant or its sub-consultants provide false information, or fail to be or remain in compliance with this Agreement; the City may void this Agreement. The Consultant warrants and states that it has read the Contract Documents, and agrees to be bound thereby, including all performance 64 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Revised 10-20 (09-17) guarantees as respects Consultant’s work and all indemnity and insurance requirements. The Consultant shall obtain prior approval from the City prior to sub-contracting with any entity or person to perform any of the work required under this Agreement. If the Consultant sub-contracts any of the services to be performed under this Agreement, the sub-consultant agreement shall provide that the services to be performed under any such agreement shall not be sublet, sold, transferred, assigned or otherwise disposed of to another entity or person without the City’s prior written consent. The Consultant shall be responsible for the accuracy and quality of any sub-consultant’s work. All sub-consultant agreements shall include verbatim or by reference the provisions in this Agreement binding upon Consultant as to all Services provided by this Agreement, such that it is binding upon each and every sub-consultant that does work or provides Services under this Agreement. The Consultant shall cooperate fully with the City, other City contractors, other municipalities and local government officials, public utility companies, and others, as may be directed by the City. This shall include attendance at meetings, discussions and hearings as requested by the City. This cooperation shall extend to any investigation, hearings or meetings convened or instituted by the City, any of its departments, and/or OSHA relative to this Project, as necessary. Consultant shall cooperate with the City in scheduling and performing its Work to avoid conflict, delay in or interference with the work of others, if any, at the Project. Except as otherwise provided herein, the nature and scope of Services specified in this Agreement may only be modified by a writing approved by both parties. This Agreement may be modified or amended from time to time provided, however, that no such amendment or modification shall be effective unless reduced to writing and duly authorized and signed by the authorized representatives of the parties. B. Representation and Warranties.Consultant represents and warrants that: (1) Consultant possesses and will keep in force all required licenses to perform the Services; (2) the employees of Consultant performing the Services are fully qualified, licensed as required, and skilled to perform the Services. C. Breach/Default.Any one of the following events shall be deemed an event of default hereunder by Consultant, subject to Consultant’s right to cure: 1. Failure to perform the Services as defined in Paragraph A above and contained within Exhibit A; 2. Failure to comply with any other of the General Provisions contained within this contract. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Consultant, within thirty (30) days, shall have the right to cure any default herein listed at its own expense, including completion of Services or the replacement or termination of any agent, employee, or sub-contractor as a result of any violation of the General Provisions contained herein. 65 Revised 10-20 (09-17) D. Remedy.City does not waive any right to exercise any option to cure any breach or default on the part of contractor, including but not limited to injunctive relief, an action in law or equity or termination of this Agreement as outlined in Paragraph E of this section. E. Termination.City may, at any time, with or without cause, terminate this Agreement upon seven (7) days written notice to Consultant. If the City terminates this agreement, the City will make payment to Consultant for Services performed prior to termination. Payments made by the City pursuant to this Agreement are subject to sufficient appropriations made by the City of Evanston City Council. In the event of termination resulting from non-appropriation or insufficient appropriation by the City Council, the City’s obligations hereunder shall cease and there shall be no penalty or further payment required. In the event of an emergency or threat to the life, safety or welfare of the citizens of the City, the City shall have the right terminate this Agreement without prior written notice. Within thirty (30) days of termination of this Agreement, the Consultant shall turn over to the City any documents, drafts, and materials, including but not limited to, outstanding work product, data, studies, test results, source documents, AutoCAD Version 2007, PDF, ARTView, Word, Excel spreadsheets, technical specifications and calculations, and any other such items specifically identified by the City related to the Services herein. F. Independent Consultant.Consultant’s status shall be that of an independent Consultant and not that of a servant, agent, or employee of City. Consultant shall not hold Consultant out, nor claim to be acting, as a servant, agent or employee of City. Consultant is not authorized to, and shall not, make or undertake any agreement, understanding, waiver or representation on behalf of City. Consultant shall at its own expense comply with all applicable workers compensation, unemployment insurance, employer’s liability, tax withholding, minimum wage and hour, and other federal, state, county and municipal laws, ordinances, rules, regulations and orders. Consultant shall require its employees to observe the working hours, rules, security regulations and holiday schedules of City, including but not limited to all policies and work rules applicable to City employees while on City property such as the Workplace Harassment Policy; COVID-19 Vaccination Policy; and Drug and Alcohol Policy. Consultant agrees to abide by the Occupational Safety & Health Act of 1970 (OSHA), and as the same may be amended from time to time, applicable state and municipal safety and health laws and all regulations pursuant thereto. Consultant shall certify that its agents, employees and subcontractors are in compliance with City work rules applicable to City employees while on City property. Failure to certify or violation of work rules is subject to the Default provisions of Paragraph C. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 G. Conflict of Interest.Consultant represents and warrants that no prior or present services provided by Consultant to third parties conflict with the interests of City in respect to the Services being provided hereunder except as shall have been expressly disclosed in writing by Consultant to City and consented to in writing to City. 66 Revised 10-20 (09-17) H. Ownership of Documents and Other Materials.All originals, duplicates and negatives of all plans, drawings, reports, photographs, charts, programs, models, specimens, specifications, AutoCAD Version 2007, Excel spreadsheets, PDF, and other documents or materials required to be furnished by Consultant hereunder, including drafts and reproduction copies thereof, shall be and remain the exclusive property of City, and City shall have the unlimited right to publish and use all or any part of the same without payment of any additional royalty, charge, or other compensation to Consultant. Upon the termination of this Agreement, or upon request of City, during any stage of the Services, Consultant shall promptly deliver all such materials to City. Consultant shall not publish, transfer, license or, except in connection with carrying out obligations under this Agreement, use or reuse all or any part of such reports and other documents, including working pages, without the prior written approval of City, provided, however, that Consultant may retain copies of the same for Consultant’s own general reference. I. Payment.Invoices for payment shall be submitted by Consultant to City at the address set forth above, together with reasonable supporting documentation, City may require such additional supporting documentation as City reasonably deems necessary or desirable. Payment shall be made in accordance with the Illinois Local Government Prompt Payment Act, after City’s receipt of an invoice and all such supporting documentation. J. Right to Audit.Consultant shall for a period of three years following performance of the Services, keep and make available for the inspection, examination and audit by City or City’s authorized employees, agents or representatives, at all reasonable time, all records respecting the services and expenses incurred by Consultant, including without limitation, all book, accounts, memoranda, receipts, ledgers, canceled checks, and any other documents indicating, documenting, verifying or substantiating the cost and appropriateness of any and all expenses. If any invoice submitted by Consultant is found to have been overstated, Consultant shall provide City an immediate refund of the overpayment together with interest at the highest rate permitted by applicable law, and shall reimburse all of City’s expenses for and in connection with the audit respecting such invoice. K. Indemnity.Consultant shall defend, indemnify and hold harmless the City and its officers, elected and appointed officials, agents, and employees from any and all liability, losses, or damages as a result of claims, demands, suits, actions, or proceedings of any kind or nature, including but not limited to costs, and fees, including attorney’s fees, judgments or settlements, resulting from or arising out of any negligent or willful act or omission on the part of the Consultant or Consultant’s Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 sub-contractors, employees, agents or sub-contractors during the performance of this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. This provision shall survive completion, expiration, or termination of this Agreement. Nothing contained herein shall be construed as prohibiting the City, or its officers, agents, or employees, from defending through the selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought against them. The Consultant shall be liable for the costs, fees, and expenses incurred in the 67 Revised 10-20 (09-17) defense of any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. At the City Corporation Counsel’s option, Consultant must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Consultant of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Agreement by Consultant must be made only with the prior written consent of the City Corporation Counsel, if the settlement requires any action on the part of the City. To the extent permissible by law, Consultant waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums due under any Losses, including any claim by any employee of Consultant that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq.or any other related law or judicial decision, including but not limited to,Kotecki v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. Consultant shall be responsible for any losses and costs to repair or remedy work performed under this Agreement resulting from or arising out of any act or omission, neglect, or misconduct in the performance of its Work or its sub-consultants’ work. Acceptance of the work by the City will not relieve the Consultant of the responsibility for subsequent correction of any such error, omissions and/or negligent acts or of its liability for loss or damage resulting therefrom. All provisions of this Section shall survive completion, expiration, or termination of this Agreement. L. Insurance.Consultant shall carry and maintain at its own cost with such companies as are reasonably acceptable to City all necessary liability insurance (which shall include as a minimum the requirements set forth below) during the term of this Agreement, for damages caused or contributed to by Consultant, and insuring Consultant against claims which may arise out of or result from Consultant’s performance or failure to perform the Services hereunder: (1) worker’s compensation in statutory limits and employer’s liability insurance in the amount of at least $500,000, (2) comprehensive general liability coverage, and designating City as Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 additional insured for not less than $3,000,000 combined single limit for bodily injury, death and property damage, per occurrence, (3) comprehensive automobile liability insurance covering owned, non-owned and leased vehicles for not less than $1,000,000 combined single limit for bodily injury, death or property damage, per occurrence, and (4) errors and omissions or professional liability insurance respecting any insurable professional services hereunder in the amount of at least $1,000,000. Consultant shall give to the City certificates of insurance for all Services done pursuant to this Agreement before Consultant performs any Services, and, if requested by City, certified copies of the policies of insurance evidencing the coverage and amounts set forth in this Section. The City may also require Consultant to provide copies of the Additional Insured Endorsement to said policy (ies) which 68 Revised 10-20 (09-17) name the City as an Additional Insured for all of Consultant’s Services and work under this Agreement. Any limitations or modification on the certificate of insurance issued to the City in compliance with this Section that conflict with the provisions of this Section shall have no force and effect. Consultant’s certificate of insurance shall contain a provision that the coverage afforded under the policy(s) will not be canceled or reduced without thirty (30) days prior written notice (hand delivered or registered mail) to City. Consultant understands that the acceptance of certificates, policies and any other documents by the City in no way releases the Consultant and its sub-contractors from the requirements set forth herein. Consultant expressly agrees to waive its rights, benefits and entitlements under the “Other Insurance” clause of its commercial general liability insurance policy as respects the City. In the event Consultant fails to purchase or procure insurance as required above, the parties expressly agree that Consultant shall be in default under this Agreement, and that the City may recover all losses, attorney’s fees and costs expended in pursuing a remedy or reimbursement, at law or in equity, against Consultant. Consultant acknowledges and agrees that if it fails to comply with all requirements of this Section, that the City may void this Agreement. M. Confidentiality.In connection with this Agreement, City may provide Consultant with information to enable Consultant to render the Services hereunder, or Consultant may develop confidential information for City. Consultant agrees (i) to treat, and to obligate Consultant’s employees to treat, as secret and confidential all such information whether or not identified by City as confidential, (ii) not to disclose any such information or make available any reports, recommendations and /or conclusions which Consultant may make for City to any person, firm or corporation or use the same in any manner whatsoever without first obtaining City’s written approval, and (iii) not to disclose to City any information obtained by Consultant on a confidential basis from any third party unless Consultant shall have first received written permission from such third party to disclose such information. Pursuant to the Illinois Freedom of Information Act, 5 ILCS 140/7(2), records in the possession of others whom the City has contracted with to perform a governmental function are covered by the Act and subject to disclosure within limited statutory timeframes (five (5) working days with a possible five (5) working day extension). Upon notification from the City that it has received a Freedom of Information Act Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 request that calls for records within the Consultant’s control, the Consultant shall promptly provide all requested records to the City so that the City may comply with the request within the required timeframe. The City and the Consultant shall cooperate to determine what records are subject to such a request and whether or not any exemption to the disclosure of such records or part thereof is applicable. Vendor shall indemnify and defend the City from and against all claims arising from the City’s exceptions to disclosing certain records which Vendor may designate as proprietary or confidential. Compliance by the City with an opinion or a directive from the Illinois Public Access Counselor or the Attorney General under FOIA, or with a decision or order of Court with jurisdiction over the City, shall not be a violation of this Section. 69 Revised 10-20 (09-17) N. Use of City’s Name or Picture of Property.Consultant shall not in the course of performance of this Agreement or thereafter use or permit the use of City’s name nor the name of any affiliate of City, nor any picture of or reference to its Services in any advertising, promotional or other materials prepared by or on behalf of Consultant, nor disclose or transmit the same to any other party. O. No Assignments or Sub-contracts.Consultant shall not assign or sub contract all or any part or its rights or obligations hereunder without City’s express prior written approval. Any attempt to do so without the City’s prior consent shall, at City’s option, be null and void and of no force or effect whatsoever. Consultant shall not employ, contract with, or use the services of any other architect, interior designer, engineer, consultant, special contractor, or other third party in connection with the performance of the Services without the prior written consent of City. P. Compliance with Applicable Statutes, Ordinances and Regulations.In performing the Services, Consultant shall comply with all applicable federal, state, county, and municipal statutes, ordinances and regulations, at Consultant’s sole cost and expense, except to the extent expressly provided to the contrary herein. Whenever the City deems it reasonably necessary for security reasons, the City may conduct at its own expense, criminal and driver history background checks of Consultant’s officers, employees, sub-contractors, or agents. Consultant shall immediately reassign any such individual who in the opinion of the City does not pass the background check. Q. Liens and Encumbrances.Consultant, for itself, and on behalf of all sub contractors, suppliers, materialmen and others claiming by, through or under Consultant, hereby waives and releases any and all statutory or common law mechanics’ materialmen’s’ or other such lien claims, or rights to place a lien upon City property or any improvements thereon in connection with any Services performed under or in connection with this Agreement. Consultant further agrees, as and to the extent of payment made hereunder, to execute a sworn affidavit respecting the payment and lien releases of all sub-contractors, suppliers and materialmen, and a release of lien respecting the Services at such time or times and in such form as may be reasonably requested by City. Consultant shall protect City from all liens for Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 labor performed, material supplied or used by Consultant and/or any other person in connection with the Services undertaken by consultant hereunder, and shall not at any time suffer or permit any lien or attachment or encumbrance to be imposed by any sub-consultant, supplier or materialmen, or other person, firm or corporation, upon City property or any improvements thereon, by reason or any claim or demand against Consultant or otherwise in connection with the Services. R. Notices.Every notice or other communication to be given by either party to the other with respect to this Agreement, shall be in writing and shall not be effective for any purpose unless the same shall be served personally or by United States certified or registered mail, postage prepaid, addressed if to City as follows: City of Evanston, 2100 Ridge Avenue, Evanston, Illinois 60201, Attention: Purchasing Division and to Consultant at the address first above set forth, or at such other address or addresses as City or Consultant may from time to time designate by notice given as above provided. 70 Revised 10-20 (09-17) S. Attorney’s Fees.In the event that the City commences any action, suit, or other proceeding to remedy, prevent, or obtain relief from a breach of this Agreement by Consultant, or arising out of a breach of this Agreement by Consultant, the City shall recover from the Consultant as part of the judgment against Consultant, its attorneys’ fees and costs incurred in each and every such action, suit, or other proceeding. T. Waiver.Any failure or delay by City to enforce the provisions of this Agreement shall in no way constitute a waiver by City of any contractual right hereunder, unless such waiver is in writing and signed by City. U. Severability.In the event that any provision of this Agreement should be held void, or unenforceable, the remaining portions hereof shall remain in full force and effect. V. Choice of Law.The rights and duties arising under this Agreement shall be governed by the laws of the State of Illinois. Venue for any action arising out or due to this Agreement shall be in Cook County, Illinois. The City shall not enter into binding arbitration to resolve any dispute under this Agreement. The City does not waive tort immunity by entering into this Agreement. W. Time.Consultant agrees all time limits provided in this Agreement and any Addenda or Exhibits hereto are of essence to this Agreement. Consultant shall continue to perform its obligations while any dispute concerning the Agreement is being resolved, unless otherwise directed by the City. X. Survival.Except as expressly provided to the contrary herein, all provisions of this Agreement shall survive all performances hereunder including the termination of the Consultant. VI. EQUAL EMPLOYMENT OPPORTUNITY Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 In the event of the Consultant’s noncompliance with any provision of Section 1-12-5 of the Evanston City Code, the Illinois Human Rights Act or any other applicable law, the Consultant may be declared non-responsible and therefore ineligible for future contracts or sub-contracts with the City, and the contract may be cancelled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of the contract, the Consultant agrees as follows: A.That it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, or age or physical or mental disabilities that do not impair ability to work, and further that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such underutilization. Consultant shall comply with all requirements of City of Evanston Code Section 1-12-5. 71 Revised 10-20 (09-17) B.That, in all solicitations or advertisements for employees placed by it on its behalf, it will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability. VII. SEXUAL HARASSMENT POLICY The Consultant certifies pursuant to the Illinois Human Rights Act (775 ILCS 5/2105 et. seq.),that it has a written sexual harassment policy that includes, at a minimum, the following information: A.The illegality of sexual harassment; B.The definition of sexual harassment under State law; C. A description of sexual harassment utilizing examples; D.The Consultant’s internal complaint process including penalties; E.Legal recourse, investigation and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission, and directions on how to contact both; and F.Protection against retaliation as provided to the Department of Human Rights. VIII. CONSULTANT CERTIFICATIONS Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 A.Consultant acknowledges and agrees that should Consultant or its sub consultant provide false information, or fails to be or remain in compliance with the Agreement, the City may void this Agreement. B.Consultant certifies that it and its employees will comply with applicable provisions of the U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. Section 1201 et seq.) and applicable rules in performance under this Agreement. C.If Consultant, or any officer, director, partner, or other managerial agent of Consultant, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Consultant certifies at least five years have passed since the date of the conviction. D.Consultant certifies that it has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any State in the U.S., nor made any admission of guilt of such conduct that is a matter of record. (720 ILCS 5/33 E 3, E-4). 72 Revised 10-20 (09-17) E.In accordance with the Steel Products Procurement Act, Consultant certifies steel products used or supplied in the performance of a contract for public works shall be manufactured or produced in the U.S. unless the City grants an exemption. F.Consultant certifies that it is properly formed and existing legal entity, and as applicable, has obtained an assumed name certificate from the appropriate authority, or has registered to conduct business in Illinois and is in good standing with the Illinois Secretary of State. G.If more favorable terms are granted by Consultant to any similar governmental entity in any state in a contemporaneous agreement let under the same or similar financial terms and circumstances for comparable supplies or services, the more favorable terms shall be applicable under this Agreement. H.Consultant certifies that it is not delinquent in the payment of any fees, fines, damages, or debts to the City of Evanston. IX. INTEGRATION This Agreement, together with Exhibits A, B, C, and D sets forth all the covenants, conditions and promises between the parties with regard to the subject matter set forth herein. There are no covenants, promises, agreements, conditions or understandings between the parties, either oral or written, other than those contained in this Agreement. This Agreement has been negotiated and entered into by each party with the opportunity to consult with its counsel regarding the terms therein. No Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 portion of the Agreement shall be construed against a party due to the fact that one party drafted that particular portion as the rule of contra proferentem shall not apply. In the event of any inconsistency between this Agreement, and any Exhibits, this Agreement shall control over the Exhibits. In no event shall any proposal or contract form submitted by Consultant be part of this Agreement unless agreed to in a writing signed by both parties and attached and referred to herein as an Addendum, and in such event, only the portions of such proposal or contract form consistent with this Agreement and Exhibits hereto shall be part hereof. 73 Revised 10-20 (09-17) IN WITNESS WHEREOF,the parties hereto have each approved and executed this Agreement on the day, month and year first above written. CONSULTANT: CITY OF EVANSTON 2100 RIDGE AVENUE EVANSTON, IL 60201 By: ________________________ By:_______________________ Luke Stowe Its: ________________________ Its: City Manager FEIN Number: ___________ Date: _____________ Date: __________________ Approved as to form: By: Nicholas E. Cummings Its: Corporation Counsel 1/30/2024 Wade Lowe Chief Operating Officer _________________________ _________________________ Alexandra B. Ruggie Interim Corporation Counsel 02 / 02 / 2024 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Revision: April 2021 74 Revised 10-20 (09-17) EXHIBIT A – Project Milestones and Deliverables This EXHIBIT A to that certain Consulting Agreement dated January 17, 2024 between the City of Evanston, 2100 Ridge Avenue, Evanston, Illinois, 60201 (“City”) and Novotx LLC, 1979 West 1900 South Suite A, Syracuse, UT 84075 (“Consultant”) sets forth the Commencement and Completion Date, Services, Fees, and Reimbursable Expenses as follows: I.COMMENCEMENT DATE: January 30, 2024 II.COMPLETION DATE: December 31, 2026 III.FEES: $390,000 IV.SERVICES/SCOPE OF WORK: As defined in RFP #23-29 (Exhibit B) and Consultants Response to Proposal (Exhibit C) Dated: ______________ Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Attachment A 75 Revised 10-20 (09-17) Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 NOVOTX LLC SOFTWARE LICENSE AGREEMENT This Software License Agreement (“Agreement”) is made as of _______________, 20__ (the “Effective Date”), by and between NOVOTX LLC, a Utah limited liability company with offices at 4905 South 1500 West Suite 210 Riverdale, UT 84405 (“Novotx”) and the party identified below (“Licensee”). Licensee: ______________________________ Address: Contact name: Contact title: Contact email Contact phone: Licensee desires to obtain a license to certain proprietary software of Novotx. Novotx is willing to license such software to Licensee and provide certain software maintenance and support services in relation to such software, to the extent set forth in this Agreement and subject to the terms and conditions hereof. 1. BACKGROUND 1.1 Definitions. As used in the Agreement or in any Exhibit hereto: (a) “Confidential Information” means all trade secrets and all non-public business and financial information, computer software and documentation, machine and operator instructions, business methods, procedures, know-how, and other information that relates to the business or technology of either party. (b)“Documentation” means the Novotx user guides, manuals and associated documentation provided to Licensee with or for the Licensed Software. (c) “License Limits” means the permitted number of users of the Licensed Software, the organizational unit(s) permitted to use the Licensed Software, the maximum organization size, and/or other applicable limitations or conditions associated with the pricing of Licensee’s license, as specified in the Sales Order. (d) “License Term” means the duration of the software license being procured by Licensee under this Agreement, as specified in the Sales Order and as may be renewed and/or terminated in accordance with this Agreement. (e) “License Type” means the type of license (such as a production license, evaluation license, or development and/or demonstration license) being procured by Licensee under this Agreement, as specified in the Sales Order. If the License Type is not specified in the Sales Order, it will be presumed to be a production license or, if no license fees are being charged, a non-production evaluation license. (f) “Licensed Software” means Novotx’s computer software program(s) for which Licensee is procuring a license pursuant to the Sales Order, and any modules, add- ons, interfaces, modified versions, updates or enhancements to such programs that Novotx may provide to Licensee pursuant to Maintenance and Support or pursuant to the Sales Order or a separate, applicable services agreement (if any) between Licensee and Novotx. (g) “Maintenance and Support” has the meaning given in Section 4.2. (h) “Sales Order” means the Novotx order form or similar document that references or is attached to this Agreement, as executed by Licensee and Novotx, and that identifies the software being licensed hereunder. (i) “Online Services” means any web, software, or data services or components, such as third-party geographic information services (GIS) or utility billing services, that supply information to, perform tasks for, or otherwise interact with the Licensed Software via the internet. 1.2 Applicability of Certain Terms. As more specifically indicated herein, certain terms and conditions of this Agreement apply only if the license to the Licensed Software is of a certain type or duration. The applicability of those terms and conditions will be determined by the License Type or License Term indicated in the Sales Order. Any terms or conditions of a Sales Order or other document submitted by Licensee that are in addition to or inconsistent with the terms of this Agreement will not be binding on Novotx unless Novotx expressly agrees to the applicability of such terms in writing signed by an authorized officer of Novotx. 1.3 Acceptance of Terms. Licensee will be deemed to have accepted this Agreement either by signing this document or by submitting the Sales Order. 2. LICENSE GRANT AND SCOPE 2.1 Grant. Subject to the terms and conditions of this Agreement, Novotx grants to Licensee a non-exclusive, non-transferable license, during the License Term and within the License Limits, to: (a) install and use the Licensed Software, in executable form only, solely to the extent and for the purpose(s) described in Section 2.2 for the given License Type; (b) configure the Licensed Software, using the macro or scripting languages, published application programming interfaces (APIs), and/or other mechanisms provided or specified by Novotx for that purpose, consistent with all applicable configuration instructions and other guidelines set forth in the Documentation; and February 2 24 Karra Barnes 555 Lincoln St. Evanston, IL 60208 CMMS Analyst kbarnes@cityofevanston.org 847-448-8290 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 2 (c)reproduce the Licensed Software solely as necessary to facilitate its installation, configuration, and use as authorized above. 2.2 Scope of Use. Unless otherwise expressly agreed in the Sales Order, the Licensed Software may be installed only on servers owned or controlled by Licensee, configured and used only for Licensee’s internal business or organizational purposes, and accessed only on compatible devices via the web-based or other interface(s) enabled and documented by Novotx. The scope of Licensee’s permitted installation and use of the Licensed Software is further limited based on the License Type, as follows. (a) Production License. If the License Type is a production license, the Licensed Software may be installed and used only: (i) on one server for production use; (ii) on one server solely for non-production staging and testing purposes; and (iii) on one server solely for backup or emergency fail-over purposes (to be used only if and when the primary production server is unavailable). (b) Non-Production Licenses Generally. If the License Type is not a production license, the Licensed Software may not be installed or used in a production environment, but may be installed and used only: (i) on one server solely for the kind(s) of use that are associated with the specific non-production License Type, as set forth below; and (ii) on one server solely for backup or emergency fail-over purposes (to be used only if and when the primary server is unavailable). (c) Beta or Evaluation. A beta and/or evaluation License Type allows Licensee to test and evaluate the Licensed Software in a non-production environment in order to: (i) identify issues in the Licensed Software and provide feedback to Novotx; and/or (ii) assess whether to procure a production license from Novotx. (d) Development. A development License Type allows Licensee to use the Licensed Software in a non- production environment directly in support of Licensee’s development and testing of its own software applications or services that interface or interoperate with the Licensed Software. For clarity, a development License Type does not include or imply any rights to reverse engineer or create derivative works of the Licensed Software. (e) Demonstration. A demonstration License Type allows Licensee to use the Licensed Software in a non- production environment to demonstrate the Licensed Software and, if combined with a development License Type, to demonstrate Licensee’s own software applications or services that interface or interoperate with the Licensed Software, in each case for the purpose of directly or indirectly encouraging third parties to license the Licensed Software from Novotx or its authorized channel partners. For clarity, a demonstration License Type does not include or imply any license rights under Novotx’s trademarks, or any rights to sublicense or distribute the Licensed Software. Licensee will make no representations, warranties, or other statements regarding the Licensed Software that are inconsistent with Novotx’s published literature or that state or imply any endorsement by Novotx or any authority to speak or act on Novotx’s behalf. (f) Other License Types. If the License Type is of a kind not described above, the Licensed Software may be installed and used only to the extent and for the purpose(s) expressly described in the Sales Order. 2.3 Use by Representatives. The license rights granted above will extend to Licensee’s employees, agents, consultants, and independent contractors, but solely to the extent they are acting on Licensee’s behalf and otherwise comply with the terms and conditions of this Agreement. Licensee will be responsible for all of such persons’ acts and omissions in relation to the Licensed Software as if they were Licensee’s own acts and omissions. 2.4 License Limits. Licensee acknowledges that the pricing of the license granted under this Agreement is based in part on the License Limits set forth in the Sales Order. (a) User Limits. Any stated limit on the number of users indicates the maximum number of individuals who may at any time possess login credentials to access or use the Licensed Software under Licensee’s license. Multiple individuals may not share the same login credentials. (b) Organizational Units. If the Sales Order indicates that the license is for use by or for any particular organizational unit(s) (for example, a department or division within Licensee’s organization), then the license granted hereunder extends only to use by or for (as the case may be) such organizational unit(s). (c) Organization Size. Any stated limit on the size of Licensee’s organization or applicable organizational unit shall, unless otherwise provided in the Sales Order, refer to the total number of individuals employed by or otherwise regularly working within that organization or organizational unit. (d) Increasing License Limits. If any change (such as any increase in the number of users or growth of Licensee’s organization) would cause the License Limits to be exceeded, then in order to continue using the Licensed Software, Licensee must increase the License Limits commensurate with those changes, by executing a new or revised Sales Order with Novotx and paying the corresponding additional fees that are then in effect. 2.5 Restrictions. Licensee acknowledges that the Licensed Software and its structure, organization, and source code constitute valuable trade secrets of Novotx and its licensors. Except as expressly permitted by this Agreement, Licensee agrees that Licensee shall not, and shall not permit any third party that acquires access through its relationship with Licensee, to: (i) modify, adapt, alter, translate, or create derivative works of the Licensed Software; (ii) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Licensed Software to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Software (except to the extent, if any, that applicable law prohibits restrictions on such activities); (iv) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Licensed Software; or (v) otherwise install, configure, reproduce, or use the Licensed Software except as expressly permitted under Section 2.1. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 3 2.6 Reservation of Rights. As between the parties, the Licensed Software, and all worldwide intellectual property rights therein, are the exclusive property of Novotx and its licensors. All rights in and to the Licensed Software not expressly granted to Licensee in this Agreement are reserved by Novotx and its licensors. Novotx shall have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Licensed Software, except to the extent, if any, that it contains Confidential Information of Licensee that is not specifically related to the Licensed Software, as acknowledged by Novotx in writing. 3. DELIVERY AND ACCEPTANCE 3.1 Delivery. Novotx will deliver the Licensed Software to Licensee by making it available for download by Licensee, or by installing it via remote access to Licensee’s designated server(s), as specified in the Sales Order or otherwise mutually agreed by the parties. Licensee agrees to provide Novotx will all cooperation reasonably necessary to enable such delivery, and acknowledges that installation or other implementation services by Novotx may be subject to additional fees, as specified in the Sales Order or a separate services agreement between the parties. 3.2 Additional Materials. The Licensed Software may be accompanied by, or Novotx may separately make available to Licensee, Documentation, additional software, software developer kits, APIs, scripts, templates, and/or other materials that relate to the Licensed Software (collectively, “Additional Materials”). The Additional Materials may be furnished under separate licensing terms (including open-source license terms, where applicable), and you agree to read and comply with any such terms as they apply to the Additional Materials. Except as otherwise provided in any such licensing terms (as applicable), or in the absence of such terms, you may use the Additional Materials only in support of your authorized installation, configuration, and use of the Licensed Software, and such Additional Materials will be subject to the same restrictions and reservations of rights that apply to the Licensed Software as set forth in this Agreement. 3.3 Acceptance.The Licensed Software will be deemed accepted upon delivery as set forth above, except to the extent otherwise expressly agreed in the Sales Order. In any event, the Licensed Software will be deemed accepted no later than Licensee’s deployment or use thereof in a production environment. 4. TRAINING; MAINTENANCE AND SUPPORT 4.1 Training Services. Novotx will provide the training services defined in the applicable Sales Order, if any, in exchange for the fees specified therein. Licensee will be invoiced separately for any travel related expenses incurred by Novotx employees in connection with any such training services. 4.2 Maintenance and Support. If the License Type is a production license or other form of paid license, Novotx will provide Licensee with application maintenance and technical support services for the Licensed Software (“Maintenance and Support”) as described in the attached Exhibit A, subject to Licensee’s payment of all applicable fees as provided therein. 5. FEES AND PAYMENT 5.1 Fees. Licensee will pay the license, Maintenance and Support, and other fees specified in the original Sales Order and any revised or subsequent Sales Orders executed by both parties. 5.2 Payments. The fees will be payable in accordance with the payment schedule, if any, specified in the applicable Sales Order. If not otherwise specified in the Sales Order: (i) license fees are due and payable in advance at the beginning of the License Term and, if applicable, each renewal period; and (ii) Maintenance and Support fees, if applicable, are due and payable in advance at the beginning of the relevant Maintenance and Support period, as more fully set forth in the attached Exhibit A. All payments must be made in U.S. dollars. Any amounts not paid within thirty (30) days of the invoice date will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid. Licensee shall reimburse Novotx for all its costs and expenses, including reasonable fees of its legal counsel, reasonably incurred by Novotx in collecting any amounts past due from Licensee that are not subject to good faith dispute. 5.3 Price Changes. Novotx’s prices are subject to change, except as otherwise agreed in the Sales Order. Any periodic license or Maintenance and Support renewals, and any increase in License Limits, will be charged at the fees then in effect. By permitting the License Term or Maintenance and Support term to renew after being informed of any price change, Licensee agrees to pay the updated fees upon such renewal. 5.4 Taxes. Fees exclude, and Licensee will bear, all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges. When applicable, Novotx may include any taxes that it is required to collect as a separate line item on an invoice. 5.5 Audit Rights. On Novotx’s request, no more frequently than annually, Licensee shall furnish to Novotx an executed certification: (i) verifying that the Licensed Software is being used pursuant to the terms of this Agreement; (ii) verifying the number of users or metrics relevant to the applicable License Limits; and (iii) listing the site(s) where the Licensed Software is installed. Licensee agrees to grant Novotx reasonable access to Licensee’s relevant site(s), systems and personnel upon two (2) weeks prior written notice during normal business hours to audit the use of the Licensed Software for the purpose of verifying compliance with this Agreement. 6. WARRANTY AND DISCLAIMERS 6.1 Performance Warranty. If the License Type is a production license, for a period of ninety (90) days after the Licensed Software is first accepted under Section 3.3 (the “Warranty Period”), Novotx warrants that the Licensed Software, when used as permitted by Novotx and in accordance with the Documentation, will operate substantially as described in the Documentation. Novotx does not warrant that the functions provided by the Licensed Software will meet all of the requirements of the Licensee or that the Licensee’s use of the Licensed Software will be error-free or uninterrupted. If the foregoing warranty is breached, Novotx will, at its expense and for a Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 4 cure period of sixty (60) days after written notice of the breach, use commercially reasonable efforts to correct any material, reproducible error in the Licensed Software reported to Novotx by Licensee in writing during the Warranty Period. If Novotx is unable to remedy the breach of this warranty within the sixty (60) day cure period, Licensee shall have the right to terminate this license upon the end of such cure period for a refund of Licensee’s prepaid license fees. The foregoing sets forth Novotx’s sole obligation and Licensee’s exclusive remedy for any breach of warranty. Any error corrections, updates, or the like provided to Licensee will not extend the Warranty Period. The limited warranty granted under this Section does not extend to: (i) changes or errors in the operating system or hardware on which the Licensed Software operates; (ii) problems caused by the improper installation or use of, or any alterations to, the Licensed Software by Licensee or any third party receiving access to the License Software through Licensee; (iii) problems caused by any data input into the Licensed Software; or (iv) problems caused by third-party equipment, software, or services, including but not limited to any unavailability of, errors in, or changes to any Online Services. 6.2 No Other Warranties. THE EXPRESS WARRANTIES IN SECTION 6.1 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDINGTHE LICENSEDSOFTWARE, ADDITIONAL MATERIALS, MAINTENANCE AND SUPPORT, AND OTHER SERVICES FURNISHED HEREUNDER, AND NOVOTX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, TITLE AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES PROVIDED HEREIN AND THAT NO WARRANTIES ARE MADE HEREIN BY ANY OF NOVOTX’S LICENSORS. 6.3 Online Services. Any Online Services that Novotx leverages or makes accessible through the Licensed Software will be obtained from sources believed to be reliable, but their availability, accuracy, completeness, timeliness, and suitability are not guaranteed. Licensee agrees that Novotx is not responsible for the Online Services, for any change, interruption, error, or discontinuation of any Online Services, or for any resulting adverse effects upon the performance or output of the Licensed Software. 6.4 Licensee Responsibilities. (a) Business Expertise; Suitability. Licensee acknowledges that the Maintenance and Support and other services furnished hereunder are provided to assist Licensee in the use of the Licensed Software and not as a replacement for Licensee’s expertise and knowledge of its business. Licensee assumes all risks associated with the manner and application(s) in which it chooses to use or rely upon the Licensed Software. Licensee is responsible for confirming the accuracy, sufficiency, timeliness, and suitability of any output of the Licensed Software before acting or relying upon the same in any way that could cause property damage, personal injury, economic loss, or other harm. Licensee shall not use the Licensed Software in applications or environments requiring fault-tolerant or fail- safe performance. (b) Professional Advice. Given the complex and changing nature of laws, rules and regulations, the Licensed Software and Maintenance and Support may not reflect, and cannot ensure licensee’s compliance with, all applicable legal requirements. Novotx is not rendering accounting, tax, legal, or other professional advice. The software and services furnished by Novotx, and the information obtained through use of the Licensed Software, should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. (c) Input and Configuration. Licensee is solely responsible for any data input into the Licensed Software, for providing all necessary internet connectivity and other infrastructure or system resources necessary for proper operation of the Licensed Software, and for the accuracy and suitability of any configuration of the Licensed Software requested or made by Licensee, including situations where Novotx has worked with licensee to configure the Licensed Software at Licensee’s request. Licensee should perform a complete review and testing of the Licensed Software and any Additional Materials, as each may be updated from time to time, before implementing or using the same in a production environment. (d) Security. Licensee agrees that it has full responsibility for the security of its systems and data, excluding systems and data hosted by Novotx or third- parties. 7. INDEMNITIES 7.1 Infringement Claims.Novotx will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Licensed Software infringes any patents or any copyrights or misappropriates any trade secrets of a third party, and Novotx will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. If the Licensed Software becomes, or in Novotx’s opinion is likely to become, the subject of an infringement claim, Novotx may, at its option and expense, either: (i) procure for Licensee the right to continue using the Licensed Software; (ii) replace or modify the Licensed Software so that it becomes non-infringing; or (iii) accept return of the Licensed Software, terminate this Agreement in whole or in part as appropriate upon written notice to Licensee, and refund to Licensee a pro-rata portion of the fees paid for such Licensed Software (if any) to reflect the period of lost use. If the License Term is perpetual, such pro-rata refund will be computed according to a thirty-six (36) month straight-line amortization schedule beginning upon delivery of the Licensed Software; otherwise, the pro-rata refund will be the unused portion of license fees paid for the period affected by the termination. Notwithstanding the foregoing, Novotx will have no obligation under this Section 7.1 or otherwise with respect to any infringement claim based upon: (i) use of the Licensed Software not in accordance with this Agreement; (ii) use of the Licensed Software in combination with products, equipment, software, data, or services not supplied by Novotx; (iii) use of any release of Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 5 the Licensed Software other than the most current release made available to Licensee; or (iv) modification of the Licensed Software by any person other than Novotx or its authorized agents or subcontractors. THIS SECTION 7.1 STATES NOVOTX’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT. 7.2 Third-Party Claims. Licensee will defend at its own expense any action against Novotx brought by a third party arising out of Licensee’s use of the Licensed Software except to the extent that the action is covered under Section 7.1, and Licensee will pay those costs and damages finally awarded against Novotx in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. 7.3 Conditions. The indemnifying party’s obligations under this Section 7 are conditioned on the other party: (i) notifying the indemnifying party promptly in writing of the action for which defense or indemnity is sought; (ii) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at the indemnifying party’s request and expense, assisting in such defense. 8. LIMITATION OF LIABILITY. NOVOTX’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY LICENSED SOFTWARE, ADDITIONAL MATERIALS, OR MAINTENANCE AND SUPPORT OR OTHER SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE TO NOVOTX UNDER THIS AGREEMENT FOR THE LICENSE OF THE LICENSED SOFTWARE OR (IF APPLICABLE) FOR THE RELEVANT SERVICES. IN NO EVENT WILL NOVOTX BE LIABLE TO LICENSEE OR ANY THIRD PARTY CLAIMING THROUGH LICENSEE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST, DAMAGED OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, WASTED MANAGEMENT TIME, DATA CONVERSION ISSUES, DAMAGE TO LICENSEE’S COMPUTERS OR COMMUNICATIONS NETWORK, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE, ADDITIONAL MATERIALS, MAINTENANCE AND SUPPORT, OR OTHER SERVICES PROVIDED HEREUNDER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, TORT, INTENTIONAL MISCONDUCT, STRICT LIABILITY, CONTRACT OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR NOVOTX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. CONFIDENTIALITY 9.1 Confidentiality Obligations. Each party agrees to maintain any Confidential Information received from the other party in confidence using the same degree of care that it uses to maintain its own Confidential Information in confidence, but in no event not less than reasonable care. The recipient of any Confidential Information shall not disclose such Confidential Information to any third party without prior written approval of the disclosing party or use such Confidential Information for any purpose not contemplated by this Agreement. The foregoing restrictions shall not apply to any information for which the receiving party can document: (i) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (ii) is disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the receiving party has become, generally available to the public; or (iv) is independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. In addition, the receiving party may disclose Confidential Information of the other party to the extent required by applicable law or regulation; provided that the party required to make such disclosure gives the other party prompt written notice and sufficient opportunity to object to such disclosure, or to request confidential treatment. 9.2 Return of Confidential Information. The receiving party will return to the disclosing party or destroy all Confidential Information of the disclosing party in the receiving party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the disclosing party upon the expiration or termination of the Agreement. The receiving party will certify in writing signed by an officer of the receiving party that it has fully complied with its obligations under this Section 9.2. 10. TERM AND TERMINATION 10.1 Term. The term of the Agreement will begin on the Effective Date and will continue in force until the expiration of the License Term (as the same may be renewed in accordance with this Agreement) or indefinitely if the License Term is perpetual, subject to termination as provided in Section 10.2. 10.2 Termination. (a) For Breach. Either party may terminate the License Term and this Agreement if the other party breaches any material provision of the Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof. (b) Evaluation Licenses. If the License Type is a non-production beta and/or evaluation license, the License Term and this Agreement may be terminated by Novotx at any time, and will automatically expire (without renewal option, unless otherwise specified in the Sales Order) at the end of the stated License Term. License is under no obligation to purchase a paid license during the evaluation License Term, but must do so in order to continue using the Licensed Software after the evaluation License Term ends. 10.3 License Renewal. If the License Term is not perpetual, it will be renewable (i.e., subscription-based) or non-renewable (i.e., fixed-term) as specified in the Sales Order. If not so specified, it will be presumed to be renewable if the License Type is a production license or non-renewable otherwise. If the License Term is renewable, it will automatically extend for successive renewal periods, each equal to the initial license duration stated in the Sales Order (unless otherwise indicated therein), unless and until Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 6 either party notifies the other of non-renewal at least thirty (30) days in advance. Either party may exercise its non- renewal right for any reason or no reason. 10.4 Effects of Termination. Upon termination or expiration of the Agreement for any reason: (i) any amounts owed to Novotx under this Agreement before such termination or expiration will be immediately due and payable; (ii) all license rights granted in the Agreement will immediately cease to exist; and (iii) Licensee must promptly discontinue all use of the Licensed Software, erase all copies of the Licensed Software from Licensee’s computers, and return to Novotx or destroy all copies of the Licensed Software on tangible media in Licensee’s possession. For avoidance of doubt, termination of this Agreement will not preclude either party from pursuing any available legal remedies for any default of the other party’s obligations. 10.5 Survival. Sections 0, 2.6, 5.3, 5.5, 6.1, 6.3, 7, 8, 9, 10.4, 10.5, and 11, together with any accrued payment obligations, will survive expiration or termination of the Agreement for any reason. 11. GENERAL 11.1 Assignment. Except as permitted below, this Agreement may not be assigned or transferred by either party without the other party’s prior written consent, and any attempt to do so will be void. Either party shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise; provided, however, that Licensee may not transfer this Agreement, by assignment, merger, change of control, operation of law, or otherwise, to any software company or competitor of Novotx. In the event of an assignment, merger or change of control of Licensee, Licensee will promptly notify Novotx of the transaction, consult with Novotx regarding the anticipated impact of such transaction in relation to the License Limits and other restrictions of this Agreement, and take all actions (including those described in Section 2.4(d)) reasonably necessary in order to remain in compliance with this Agreement. 11.2 Notices. Any notice required or permitted by this Agreement will be in writing and will be deemed effective upon receipt, when sent by confirmed email or when delivered in person or by express delivery service, or mailed, first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as such party may specify in writing. 11.3 Governing Law and Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of Utah, without reference to its choice of laws rules. The prevailing party in any dispute under this Agreement will be entitled to recover from the other party its reasonable attorney fees incurred with respect to that dispute. 11.4 Waivers. All waivers must be in writing to be effective. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 11.5 Severability. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 11.6 Force Majeure. No party shall be liable for failure or delay in performing its obligation (other than payment of money) for causes beyond its reasonable control. 11.7 Entire Agreement; Counterparts. This Agreement, together with any Exhibits and related Sales Orders, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement shall not be modified except by a subsequently dated written amendment signed by an officer of Novotx and a duly authorized representative of Licensee. This Agreement may be executed in counterparts, which taken together shall form one legal instrument. The parties by their authorized representatives have entered into this Agreement as of the Effective Date. NOVOTX LLC Signed: ___________________________________ Name: Title: Date: ___________________ LICENSEE: ___________________ Signed: ___________________________________ Name: Title: Date: ___________________ Luke Stowe City Manager Approved as to form: Alexandra B. Ruggie Interim Corporation Counsel 02 / 02 / 2024 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 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 services shall include call management, entitlement verification, issue prioritization, basic installation assistance, issue analysis, program error re-creation, application diagnostics and the corresponding resolution of such issue or issues through operational instruction, work- arounds, or corrections to the object code of the application. Training, implementation, configuration, and customization services are outside the scope of technical support, and are subject to additional charges. 2. Maintenance Services: Maintenance services shall include delivery of all updates (as described below) for the Licensed Software that are commercially released during the term of Licensee’s Maintenance and Support entitlement. Updates consist of new releases that may provide functional enhancements and error corrections. New products, separately serialized modules, and software customizations are not considered updates and are not included in the maintenance services. Licensee will have sole responsibility for the installation of any updates. 3. Scope of Services: Services will be provided during Novotx’s normal hours of operation, Monday through Friday from 7:00 AM to 6:00 PM Central Time, excluding national holidays. Basic services will include unlimited phone and email access to technical support as well as online access to Novotx’s client services website. Enhanced services may also be made available by Novotx from time to time and contracted by Licensee. 4. Term: Subject to the terms of the Agreement and Licensee’s payment of all fees specified below, Licensee is entitled to receive the Maintenance and Support described herein: (i) for the duration of the License Term if the License Term is fixed-term or subscription-based; or (ii) for a period of one year, measured from the the end of the Warranty Period (and subject to renewal as provided below), if the License Term is perpetual. 5. Annual Renewal of Service: If the License Term is perpetual, then thirty (30) days prior to the annual expiration date of Maintenance and Support service, Novotx will invoice Licensee for the annual renewal of service pursuant to the current terms, conditions and pricing then in effect. Such service will be automatically renewed unless canceled in writing by Licensee prior to the annual expiration date or in the event of non-payment by the renewal date. 6. Fees: Fees for Maintenance and Support services are: (i) included in the fees paid for a fixed-term or subscription- based license to the Licensed Software (provided such license is not granted free of charge); or (ii) charged on an annual basis, in an amount equal to twenty percent (20%) of the then-current list price of the Licensed Software (or the most recent list price if the Licensed Software version being used is no longer available for sale by Novotx) if the License Term is perpetual. The annual fee for Maintenance and Support in connection with perpetual license will be calculated as of the beginning of the annual period based upon the list price of the Licensed Software as if a perpetual license were being purchased at such time. Licensee will be invoiced for annual renewals on or before the date of expiration of the then current term. Novotx reserves the right to amend its fees annually with prior written notice and Licensee shall have the right to no longer subscribe for Maintenance and Support. 7. Applicability to Free Licenses: If the license for the Licensed Software is granted free of charge, Licensee will not be entitled to Maintenance and Support unless expressly agreed by Novotx in the Sales Order, in which case fees for Maintenance and Support will be as set forth in the Sales Order, subject to change as provided above. 8. Exclusions: Novotx has no obligation to perform technical support services related to: (i) hardware, software, data, or services not supplied by Novotx (including but not limited to Online Services); (ii) modifications or customizations made to the Licensed Software by anyone other than Novotx or its representatives; (iii) installation or use of the Licensed Software other than as authorized in the Agreement and described in the Documentation; or (iv) Licensee’s failure to implement error corrections, work- arounds, or updates furnished by Novotx (collectively, the “Excluded Causes”). Without limiting the foregoing, Novotx reserves the right to charge Licensee additional fees for services rendered in connection with reported program errors that are subsequently determined to have been due to any of the Excluded Causes. Any such fees will be charged on a time-and-materials basis. 9. Payment: Licensee is responsible for the full payment, including any applicable sales and/or use taxes, for services received. Licensee’s Maintenance and Support entitlement shall immediately expire if payment is thirty (30) days past due. If Licensee cancels services at any time, no refund, pro-rated or otherwise, will be provided. 10. Reinstatement of Services: In the event of cancellation of or non-payment for Maintenance and Support, any subsequent renewals will be subject to a reinstatement charge of 25% of the then-current Licensed Software perpetual license fee, plus any unpaid historical and current annual fees. 11. Registered Users: Licensee shall provide and maintain a list of registered users that may be contacted by Novotx in relation to Maintenance and Support. Licensee may amend the list of registered users at any time by providing written notice to Novotx. 12. Conditions of Service: The receipt and use of the Licensed Software and associated Maintenance and Support is subject to the terms and conditions of the original Agreement and Licensee’s adherence to associated documentation and maintenance of the system requirements of the Licensed Software. Novotx reserves the right to suspend Maintenance and Support for any outdated versions of the Licensed Software with prior notification to Licensee. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Novotx, LLC 4905 South 1500 West Suite 210 Riverdale Utah United States 84405 Sales Agreement Valid Until: Feb 29, 2024 Agreement Number : 5405498000037874009 Prepared By: Mike Schwab mschwab@novotx.com BILL TO: 2100 Ridge Ave Evanston IL 60201 SHIP TO: 2100 Ridge Ave Evanston IL 60201 This agreement describes the products and/or services to be provided and/or licensed by the Customer at the address below. Prior to installation and/or use, an authorized representative of the Customer must agree to the terms and conditions of the License Agreement(s) associated with the product(s) listed below (provided separately). Account Name:City of Evanston Title:CMMS Analyst Contact Name:Karra Barnes Email: kbarnes@cityofevanston.org No. Product Details Quantity List Price Discount Total 1. Elements XS Annual Subscription - Municipal Tier 6 EXS-M-T6 Elements XS Annual Subscription. Enterprise License; includes unlimited named users. Subscription renews annually beginning 12 months after installation. 1 $ 50,000.00 $ 0.00 $ 50,000.00 2. Hosting Services (AWS) EXS-HOST-AWS Annual hosting services fee for Elements XS. Includes setup, maintenance, and support of Elements XS environment and up to 150gb of cloud storage for file attachments. 1 $ 5,000.00 $ 0.00 $ 5,000.00 3. Professional Services - Data Migration PS-DATA Data Migration Services - Cityworks data as provided by City of Evanston 1 $ 10,000.00 $ 0.00 $ 10,000.00 4. Professional Services - Data Migration PS-DATA Data Migration Services - VUEWorks data as provided by City of Evanston 1 $ 10,000.00 $ 0.00 $ 10,000.00 5. Asset Management Onboarding Services EXS-ONB-AM Fixed price for Elements XS onboarding services as outlined below. Divisions Included: Filtration and Pumping (Water Treatment) Facilities 1 $ 25,000.00 $ 0.00 $ 25,000.00 6. Professional Services - Third Party Integration PS-INT-THRD Interface with QAlert request reporting software. Scoping details of this interface will be developed during project planning. A final scope specific to this line item will be developed in conjunction with Customer and Novotx team for sign off prior to interface development. 1 $ 20,000.00 $ 0.00 $ 20,000.00 7. Professional Services - Custom Configuration - AM PS - CUSTOM - AM Custom Application Configuration for Evanston specific workflows. Final scoping specific to this line item will be developed in conjunction with Customer and Novotx team for sign off prior to workflow development. 1 $ 50,000.00 $ 0.00 $ 50,000.00 Sub Total $ 170,000.00 Tax $ 0.00 Adjustment $ 0.00 Grand Total $ 170,000.00 Payment Terms Elements XS Annual Subscription, Cloud Hosting, and Utility Billing: $55,000 (first year), due upon contracting. Subscription renews annually, beginning 12 months after date of installation. Onboarding, Configuration, and Interface Development $95,000 - - $50,000 due upon contracting. - The remaining $45,000 will be invoiced on January 1, 2025 to account for customer budgets. Data Migration: $20,000 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 - $10,000 due upon contracting. - The remaining $10,000 will be invoiced on January 1, 2025 to account for customer budgets. Onboarding Services Included Standard Deliverables The items below are included with a standard deployment of Elements XS. What’s Included Pre-Installation Items Business process review and consultation for best practices with Elements XS Review IT infrastructure Review GIS infrastructure Review Reporting Requirements Installation Installation of Elements XS Map Integration Integration of one map viewer in Elements XS Configuration to load map-based (GIS) assets from map viewer Training to Configure GIS Layers in Elements Deployment of the following workflows: Create Service Order from GIS Asset Report a GIS Problem from Map Select Multiple Assets from Map using the Elements Select Tool Add GIS Asset Relationships to Tasks Zoom to GIS Assets General Application Setup Setting up company, department, and division structure o Setup of default navigation menus Configure SMTP settings for Email notifications Active Directory Integration with LDAP Service Orders Setup Configuration of Default Statuses 1 – Pending 2 – In Progress 3 – Ready for Review 4 – Complete 5 – Cancelled Configuration of Default Priorities: 1 – Low 2 – Medium 3 – High 4 – Emergency Delivery of standard Service Order templates using default Status and Priority configurations Training on the following items: Configure custom application menus Configure service order templates Configure preventive and routine maintenance schedules Configure users and user permissions Configure basic Elements XS workflows Configure custom Service Order Task Status and Priority types Configuration of custom Elements XS forms Configuration of default Service Order Task assignments One-Time Data Imports (Includes Test Imports and Data Validations) Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Non-spatial assets Inventory Items (materials, equipment). Utility Billing Integration (as specified on Sales Agreement) Standard Reports and Dashboards Service Orders & Work Management Reports Task Charges Task Contractor Usage Task Costs Task Equipment Usage Task Labor Usage Task Material Usage Inventory Reports Purchase Order Details Item Receiving Details Invoice Details Material Usage by Asset Type Contractor Purchase Order History FIFO Valuation Report Item Quantity Transaction History Item Purchase Order History Parts Used by Account / Date Stock Levels Report Vendor Purchase Order History Other Included Reports 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 IIS, etc.) Creating dynamic forms Creating Custom Reports * Training on how to configure and use these features is provided Additional Terms 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 & 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 must 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 Licenses Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 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 Travel Expenses Unless specified otherwise, all travel expenses will be billed actual, as incurred, for any services performed onsite. 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. Purchase Authorization By signing below, customer agrees to purchase products and services listed above. Customer Printed Name {{Fullname:Recipient5*}} Signature {{Signature:Recipient5*}} Title {{Jobtitle:Recipient5*}} Date {{Signdate:Recipient5*}} Novotx Representative Printed Name {{Fullname:Recipient6*}} Signature {{Signature:Recipient6*}}Title{{Jobtitle:Recipient6*}}Date {{Signdate:Recipient6*}} Novotx Internal Authorizations Sales{{Initial:Recipient1*}}Onboarding{{Initial:Recipient2*}}Technical{{Initial:Recipient3*}}Product{{Initial:Recipient4*}} Luke Stowe City Manager 02 / 02 / 2024 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 1 Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 ADDENDUM No. 1 April 28, 2023 Any and all changes to the Request for Proposal are valid only if they are included by written addendum to all potential respondents, which will be emailed prior to the proposal due date. Each respondent must acknowledge receipt of any addenda by indicating in its proposal. Each respondent, by acknowledging receipt of addenda, is responsible for the contents of the addenda and any changes to the bid therein. Failure to acknowledge receipt of addenda may cause the submittal to be rejected. If any language or figures contained in this addendum are in conflict with the original document, this addendum shall prevail. This addendum consists of the following: 1. Addendum Number One (1) is attached and consists of a total of three (3) pages including this cover sheet. Please contact me at 847-866-2971 or johngonzalez@cityofevanston.org with any further questions or comments. Sincerely, John Gonzalez Purchasing Specialist Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 2 Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 ADDENDUM No. 1 April 28, 2023 This addendum forms a part of RFP #23-29 and modifies these documents. This addendum consists of the following: Correction: Replace “page 22” in bullet point three (3) under B. Qualifications and Experience of Firm on page 14 with “page 28” • List the projects described above in the Firm Experience Summary Table included on page 22 to this RFP. • List the projects described above in the Firm Experience Summary Table included on page 28 to this RFP. Questions: 1. Question: Where is the firm experience summary table on page 22? I am assuming this is page 28, correct? I believe page 22 does not have a table. Response: This was an error that slipped through the reviewing process, for quick reference: • Cost Summary Table - page 23 • Fee Breakdown Table - page 24 • Firm Experience Table - page 28 • Project Team Experience Table - page 29 2. Question: Is the “Fee Breakdown Table” the same as the page 24 “Team Qualification and Experience table”? Response: Fee Breakdown Table vs Project Team Experience Table: Fee Breakdown Table: Shows how much time/money each proposed team member is dedicating to each of the project's tasks. In addition to providing a total cost (which is what the Cost Summary Table on page 23 is), the City is requesting to see how the budgeted labor hours and costs are included in overall pricing. Filling out this table is necessary. Project Team Experience Table: Please explain how you provided a client with the services listed in the horizontal rows. To clarify, do you have a client where you have provided implementation services, handled both horizontal and vertical assets, and integrations with Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 3 other software? If so, please explain the processes for each category. Also, please include who was the project manager and any technical experts associated with the project. If any of the proposed individuals for this project have been associated with any of the projects you are referencing, that would be preferred. 3. Question: After completing the “cost summary table” on Page 23 and keeping in mind we won’t subcontract anyone, do we still need to break down and complete the “Fee Breakdown table” on page 24? As the budgeted labor costs are included in our overall pricing (licensing, one-time implementation, Training & data conversion costs) Response: Please refer to the answer to question #2 to see why this is a requirement. If you are not using a subcontractor, then the bottom portion of this table can be left blank. 4. Question: If we only submit proposal #2, we wanted to ensure we don't need to complete proposal #1, correct? Response: Yes, submitting for Proposal #1 in this case would not be necessary. 5. Question: To confirm, we are looking at 155 + 25 CMMS users total that would need access to the CMMS solution for proposal 2 (Vertical assets), correct? Response: The number of vertical assets users would be 100. 6. Question: Where should we enter the costs associated with the data import? Should this be included on Page 23? Response: Assuming you mean the data import of VUEWorks and Cityworks into your software, there are sections named Data Migration from VUEWorks and Data Migration from Cityworks in the Cost Summary Table on page 23 for this information to be entered. Please feel free to break down data exporting and importing costs in that section. You may also include this cost in the System Setup Services section on page 48 as a part of the answer to Question #1. Note: Acknowledgment of this Addendum is required in the Submittal. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 1 Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 ADDENDUM No. 2 May 12, 2023 Any and all changes to the Request for Proposal are valid only if they are included by written addendum to all potential respondents, which will be emailed prior to the proposal due date. Each respondent must acknowledge receipt of any addenda by indicating in its proposal. Each respondent, by acknowledging receipt of addenda, is responsible for the contents of the addenda and any changes to the bid therein. Failure to acknowledge receipt of addenda may cause the submittal to be rejected. If any language or figures contained in this addendum are in conflict with the original document, this addendum shall prevail. This addendum consists of the following: 1. Addendum Number Two (2) is attached and consists of a total of three (3) pages including this cover sheet. Please contact me at 847-866-2971 or johngonzalez@cityofevanston.org with any further questions or comments. Sincerely, John Gonzalez Purchasing Specialist Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 2 Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 ADDENDUM No. 2 May 12, 2023 This addendum forms a part of RFP #23-29 and modifies these documents. This addendum consists of the following: Questions: 1. Question: Can you provide a count of users with some breakdown of role (administrative, field worker, etc.) Provide this information separately for Proposal 1 and Proposal 2 listed on page 16 of the RFP document. Response: Proposal 1   Department Total Number  of Users  Administrative  Users  Supervisor  Users Field Users  Distribution & Sewer 23 4 2 17  Greenways 22 2 2 18  Forestry 18 2 2 14  Streets 19 2 4 13  Traffic 8 2 1 5  Recycling & Environmental  Maintenance 22 2 2 18    Proposal 2   Department Total Number  of Users  Administrative  Users  Supervisor  Users Field Users  Filtration 11 2 2 7  Pumping 12 2 2 8  Facilities 28 3 3 22  2. Question: Would the City consider responses that satisfy requirements for only Proposal #1 - GIS/Spatial Assets (Horizontal) or only Proposal #2 - Non-Spatial Assets (Vertical)? Response: Yes. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 3 3. Question: Has the City seen any demos of potential solutions prior to the release of the RFP? Response: Yes. 4. Question: Is the City working with a consultant to create and evaluate the RFP? If so who? Response: No. 5. Question: How did the City create the Additional Submittal requirements listed in Attachment D: was it created internally by City staff or developed with the help of a vendor or consultant? Response: Internal with assistance from a vendor. 6. Question: What is the City's anticipated budget for this project? Response: 2023 budget is $200,000. Budgetary information for 2024 is not available. Note: Acknowledgment of this Addendum is required in the Submittal. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 1 Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 ADDENDUM No. 3 May 23, 2023 Any and all changes to the Request for Proposal are valid only if they are included by written addendum to all potential respondents, which will be emailed prior to the proposal due date. Each respondent must acknowledge receipt of any addenda by indicating in its proposal. Each respondent, by acknowledging receipt of addenda, is responsible for the contents of the addenda and any changes to the bid therein. Failure to acknowledge receipt of addenda may cause the submittal to be rejected. If any language or figures contained in this addendum are in conflict with the original document, this addendum shall prevail. This addendum consists of the following: 1. Addendum Number Three (3) is attached and consists of a total of five (5) pages including this cover sheet. Please contact me at 847-866-2971 or johngonzalez@cityofevanston.org with any further questions or comments. Sincerely, John Gonzalez Purchasing Specialist Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 2 Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 ADDENDUM No. 3 May 23, 2023 This addendum forms a part of RFP #23-29 and modifies these documents. This addendum consists of the following: Questions: 1. Question: Please confirm total number of users and corresponding role types/counts (Mobile, Administrator, Technician, Requestor, etc.) anticipated by the City to utilize the proposed CMMS solution. Response: Please refer to the Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 Addendum #2 for departments and role breakdowns. A copy can be found at https://www.cityofevanston.org/business/bids-proposals. 2. Question: Please can you provide an extension of the due date? Response: We are not able to provide an extension of the due date for this project. 3. Question: What is the City’s current CMMS and why is the City seeking to replace it with a new CMMS? Response: VUEWorks. We are looking for a product that can easily perform all of the functions listed in the full Scope of Services which is referred to as Attachment D in the RFP. 4. Question: Will you please provide a breakdown of system users by type as follows?  number of in-house facilities department staff (excluding technicians and custodians)  number of technicians and trades people employed by the City (excluding custodians) Response:Please refer to Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 Addendum #2. In-House Facilities department staff fall under the “Administrative/Supervisor” categories while Technicians fall under the “Field Users” category. To address question #3, all Field Users will be using the mobile application. Copies can be found at https://www.cityofevanston.org/business/bids-proposals. 5. Question: How many field technicians will use a mobile app to manage their work orders on devices such as smart phones or tablets? Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 3 Response: All field technicians will use a mobile app. Please refer to Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 Addendum #2 for the total number of Field Technicians. A copy can be found at https://www.cityofevanston.org/business/bids-proposals. 6. Question: How many mobile users will have an Apple iPad specifically and the need for additional features and functions such as scheduling work orders to technicians directly on the iPad device? Response: Evanston uses Samsung Galaxy S3 and S4 tablets. Supervisors will do the scheduling and can use the desktop for this function. 7. Question: Do you want your vendors/contractors to be able to log into your Work Order Management System to complete work orders? Response: Yes 8. Question: Do you want your vendors/contractors to be assigned mobile user licenses to complete work orders? If yes, how many of these vendor/contractor users do you envision? Response: Not at this time. 9. Question: Is there a defined budget for this project that you can share? Response: Please refer to Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 Addendum #2 for budgetary information. A copy can be found at https://www.cityofevanston.org/business/bids-proposals. 10. Question: As part of the turnkey solution, does the City require facilities data collection services? Response: Yes. 11. Question: Can you please provide the count of users who will be accessing the new CMMS platform? Please provide a count total unique user. Response: 163 official users, but the numbers may go up or down depending on when implementation starts. 12. Question: Can you please provide a break by department and roles? Field Technicians (Mobile Users): Dispatchers/Schedulers: Supervisors: Backend users: Storeroom users: Read-only access users: Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 4 Reporting users: Response: Please refer to the Computerized Maintenance Management System (CMMS) Procurement RFP # 23-29 Addendum #2 for departments and role breakdowns. Dispatchers/Schedulers and Reporting users fall under the Supervisors category. Backend Users and Reporting Users call under the Administrative category. A copy can be found at https://www.cityofevanston.org/business/bids-proposals. 13. Question: Can the firms offering single platform to manage both vertical and horizontal assets, provide a single proposal or the City needs separate proposal for each? If separate proposal for each, the pricing tables (Proposal #1 - GIS/Spatial Assets (Horizontal), and Proposal #2 – Non-Spatial Assets (Vertical) should be filled in separately right? Response: Provide a separate proposal for horizontal and vertical assets, there will be two different election committees for Proposal #1 and Proposal #2. 14. Question: In one of the addendums previously released, the City has identified that the 2023 budget is $200,000. Could you please clarify if this budget is allocated specifically for CMMS software licenses or if it is intended to cover both CMMS software licenses and implementation costs? Response: Both 15. Question: Can you please let us know if your 311 system, QAlert offers API integration? Response: Yes 16. Question: Can you give us an estimate of the number of Work Orders or assets? Current data format/? Response: As of 5/18/23 there are 238,429 work orders and 2,417 vertical assets that are being tracked in current CMMS. The vendor will have to work with DTS to figure out the best formatting for data migration, but I believe they use Excel. 17. Question: Is there a defined preventive maintenance (PM) program? Please describe. If yes, are PMs calendar based or condition based? Response: There isn’t a “program”, PMs are calendar based, but software should have the capability to allow condition based PMs/recurring work orders as well. 18. Question: Are materials/spare parts/inventory items currently in the system and associated with assets/work orders? Response: Some are, yes. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Page 5 19. Question: When is the City of Evanston planning to start the project, and tentative project timeframe? Response: Contract Effective - Aug 10, 2023. 2 year implementation process, 3 year additional technical support. All of this information is within the RFP. 20. Question: What reporting tools are already in place at City of Evanston (Power BI,SSRS,etc.)? Response: The reporting features that we have available are not tied to our asset management system. 21. Question: What is the expectation of the BI/Dashboards for internal and/or external customers? Response: We are looking for various reporting/dashboard options for our internal staff. To name a few: a. Tons of waste collected by route b. Cost of snow operations by event and year c. How much manpower/time is spent in different buildings d. Annual cost summaries by department/grouping e. 5 year cost comparisons Note: Acknowledgment of this Addendum is required in the Submittal. Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Novotx, LLC 4905 South 1500 West Suite 210 Riverdale Utah United States 84405 Sales Agreement Valid Until: Feb 29, 2024 Agreement Number : 5405498000037874009 Prepared By: Mike Schwab mschwab@novotx.com BILL TO: 2100 Ridge Ave Evanston IL 60201 SHIP TO: 2100 Ridge Ave Evanston IL 60201 This agreement describes the products and/or services to be provided and/or licensed by the Customer at the address below. Prior to installation and/or use, an authorized representative of the Customer must agree to the terms and conditions of the License Agreement(s) associated with the product(s) listed below (provided separately). Account Name:City of Evanston Title:CMMS Analyst Contact Name:Karra Barnes Email: kbarnes@cityofevanston.org No. Product Details Quantity List Price Discount Total 1. Elements XS Annual Subscription - Municipal Tier 6 EXS-M-T6 Elements XS Annual Subscription. Enterprise License; includes unlimited named users. Subscription renews annually beginning 12 months after installation. 1 $ 50,000.00 $ 0.00 $ 50,000.00 2. Hosting Services (AWS) EXS-HOST-AWS Annual hosting services fee for Elements XS. Includes setup, maintenance, and support of Elements XS environment and up to 150gb of cloud storage for file attachments. 1 $ 5,000.00 $ 0.00 $ 5,000.00 3. Professional Services - Data Migration PS-DATA Data Migration Services - Cityworks data as provided by City of Evanston 1 $ 10,000.00 $ 0.00 $ 10,000.00 4. Professional Services - Data Migration PS-DATA Data Migration Services - VUEWorks data as provided by City of Evanston 1 $ 10,000.00 $ 0.00 $ 10,000.00 5. Asset Management Onboarding Services EXS-ONB-AM Fixed price for Elements XS onboarding services as outlined below. Divisions Included: Filtration and Pumping (Water Treatment) Facilities 1 $ 25,000.00 $ 0.00 $ 25,000.00 6. Professional Services - Third Party Integration PS-INT-THRD Interface with QAlert request reporting software. Scoping details of this interface will be developed during project planning. A final scope specific to this line item will be developed in conjunction with Customer and Novotx team for sign off prior to interface development. 1 $ 20,000.00 $ 0.00 $ 20,000.00 7. Professional Services - Custom Configuration - AM PS - CUSTOM - AM Custom Application Configuration for Evanston specific workflows. Final scoping specific to this line item will be developed in conjunction with Customer and Novotx team for sign off prior to workflow development. 1 $ 50,000.00 $ 0.00 $ 50,000.00 Sub Total $ 170,000.00 Tax $ 0.00 Adjustment $ 0.00 Grand Total $ 170,000.00 Payment Terms Elements XS Annual Subscription, Cloud Hosting, and Utility Billing: $55,000 (first year), due upon contracting. Subscription renews annually, beginning 12 months after date of installation. Onboarding, Configuration, and Interface Development $95,000 - - $50,000 due upon contracting. - The remaining $45,000 will be invoiced on January 1, 2025 to account for customer budgets. Data Migration: $20,000 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 - $10,000 due upon contracting. - The remaining $10,000 will be invoiced on January 1, 2025 to account for customer budgets. Onboarding Services Included Standard Deliverables The items below are included with a standard deployment of Elements XS. What’s Included Pre-Installation Items Business process review and consultation for best practices with Elements XS Review IT infrastructure Review GIS infrastructure Review Reporting Requirements Installation Installation of Elements XS Map Integration Integration of one map viewer in Elements XS Configuration to load map-based (GIS) assets from map viewer Training to Configure GIS Layers in Elements Deployment of the following workflows: Create Service Order from GIS Asset Report a GIS Problem from Map Select Multiple Assets from Map using the Elements Select Tool Add GIS Asset Relationships to Tasks Zoom to GIS Assets General Application Setup Setting up company, department, and division structure o Setup of default navigation menus Configure SMTP settings for Email notifications Active Directory Integration with LDAP Service Orders Setup Configuration of Default Statuses 1 – Pending 2 – In Progress 3 – Ready for Review 4 – Complete 5 – Cancelled Configuration of Default Priorities: 1 – Low 2 – Medium 3 – High 4 – Emergency Delivery of standard Service Order templates using default Status and Priority configurations Training on the following items: Configure custom application menus Configure service order templates Configure preventive and routine maintenance schedules Configure users and user permissions Configure basic Elements XS workflows Configure custom Service Order Task Status and Priority types Configuration of custom Elements XS forms Configuration of default Service Order Task assignments One-Time Data Imports (Includes Test Imports and Data Validations) Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Non-spatial assets Inventory Items (materials, equipment). Utility Billing Integration (as specified on Sales Agreement) Standard Reports and Dashboards Service Orders & Work Management Reports Task Charges Task Contractor Usage Task Costs Task Equipment Usage Task Labor Usage Task Material Usage Inventory Reports Purchase Order Details Item Receiving Details Invoice Details Material Usage by Asset Type Contractor Purchase Order History FIFO Valuation Report Item Quantity Transaction History Item Purchase Order History Parts Used by Account / Date Stock Levels Report Vendor Purchase Order History Other Included Reports 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 IIS, etc.) Creating dynamic forms Creating Custom Reports * Training on how to configure and use these features is provided Additional Terms 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 & 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 must 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 Licenses Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 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 Travel Expenses Unless specified otherwise, all travel expenses will be billed actual, as incurred, for any services performed onsite. 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. Purchase Authorization By signing below, customer agrees to purchase products and services listed above. Customer Printed Name {{Fullname:Recipient5*}} Signature {{Signature:Recipient5*}} Title {{Jobtitle:Recipient5*}} Date {{Signdate:Recipient5*}} Novotx Representative Printed Name {{Fullname:Recipient6*}} Signature {{Signature:Recipient6*}}Title{{Jobtitle:Recipient6*}}Date {{Signdate:Recipient6*}} Novotx Internal Authorizations Sales{{Initial:Recipient1*}}Onboarding{{Initial:Recipient2*}}Technical{{Initial:Recipient3*}}Product{{Initial:Recipient4*}} Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ▶ Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.Print or type. See Specific Instructions on page 3.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ▶ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number – – or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ▶Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Novotx LLC ✔S 4905 South 1500 West Suite 210 Riverdale, UT 84405 7 5 3 1 0 6 9 9 4 July 31, 2023 Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 January 10, 2024 CITY OF EVANSTON 2100 RIDGE AVE EVANSTON IL 60201-2716 Account Information: Policy Holder Details :NOVOTX Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/10/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER BRIDGERLAND INSURANCE LLC 34471865 2015 N 200 E N LOGAN UT 84341 CONTACT NAME: PHONE (A/C, No, Ext): (435) 554-0158 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Twin City Fire Insurance Company 29459 INSURED NOVOTX 1436 LEGEND HILLS DR STE 335 CLEARFIELD UT 84015-2187 INSURER B : Hartford Underwriters Insurance Company 30104 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 34 SBM IJ5535 02/01/2024 02/01/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 34 SBM IJ5535 02/01/2024 02/01/2025 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 34 WEC AB2H61 02/01/2024 02/01/2025 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $100,000 E.L. DISEASE -EA EMPLOYEE $100,000 E.L. DISEASE - POLICY LIMIT $500,000 A FAILSAFE TECHNOLOGY E OR O 34 SBM IJ5535 02/01/2024 02/01/2025 Each Glitch Aggregate $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION CITY OF EVANSTON 2100 RIDGE AVE EVANSTON IL 60201-2716 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Doc ID: 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 Contract with Novotx LLC for FY 24-28 Computerized... Contract Aw...System .pdf and 9 others 78bdd0b927e936eb337bc25ecfc4a8376ffe9818 MM / DD / YYYY Signed 02 / 02 / 2024 09:23:43 UTC-6 Sent for signature to Alexandra Ruggie (aruggie@cityofevanston.org) and Luke Stowe (lstowe@cityofevanston.org) from lthomas@cityofevanston.org IP: 66.158.65.76 02 / 02 / 2024 09:45:19 UTC-6 Viewed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 98.46.111.129 02 / 02 / 2024 09:45:56 UTC-6 Signed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 98.46.111.129 02 / 02 / 2024 15:59:26 UTC-6 Viewed by Luke Stowe (lstowe@cityofevanston.org) IP: 66.158.65.76 02 / 02 / 2024 16:03:32 UTC-6 Signed by Luke Stowe (lstowe@cityofevanston.org) IP: 66.158.65.76 The document has been completed.02 / 02 / 2024 16:03:32 UTC-6