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Edgesoft Technologies Proposal Response to City of La Quinta Permit Tracking and Licensing Software Services Enterprise Land Management Software Edgesoft Inc. 1600 Rosecrans Ave. Media Center, 4th Floor Manhattan Beach, CA 90266 (310) 321-7658 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 2 Cover Letter December 11, 2020 City of La Quinta Attn: Tommi Sanchez, Hub Manager 78495 Calle Tampico La Quinta, CA, 92253 Dear Tommi Sanchez Edgesoft Inc. is pleased to submit its proposal in response to the City of La Quinta’ request for the implementation of a new Enterprise Land Management System. Edgesoft Inc.’s Enterprise Land Management System, eLMS™ is our next generation, newly redesigned system with a more intuitive user experience. eLMS™ is an enterprise-wide solution with unlimited user licenses which will accommodate any number of users without additional costs. eLMS will meet all of the required and desired functionalities the City of La Quinta has communicated in the RFP, Requested Services. eLMS™ is designed and implemented to be easy to learn, efficient and effective. eLMS™ will manage data and workflows related to a variety of permits and licenses, for the primary use of the Community Development and Finance Department. Each module of our system is an easy add on for various department needs and well documented for integration with other systems. eLMS™ modules promote a system that provides self-services to the general public, other agencies, city departments, and city employees. It is flexible to the business needs of cities as Edgesoft Inc. has a proven track record to keep up with the everchanging needs of cities, regulations, all the while supporting the latest technology. Edgesoft Inc. brings our best practices from similar sized municipalities to the City of La Quinta with 15+ years of experience. Edgesoft Inc.’s also integrates with industry standard digital plan review solutions and Izenda for reporting. Our proposal also includes our business intelligence tool, SAIRA for Community Development Departments (CDD). SAIRA for CDD is a pure power search mechanism with expandable capabilities for displaying filtered real-time reports. Its power lies in its ability to turn filtered search results into analytics and intelligence instantly. Users can gain greater insight from better understanding their data. SAIRA for CDD also allows users to schedule and share real-time reports through its unique bookmarking functionality. It comes preconfigured for community development departments. We are pleased to provide this unique and powerful tool to the City of La Quinta at no additional costs. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 3 Edgesoft Inc. will perform the services and adhere to the requirements described in the RFP. This proposal will remain valid for 90 days from the date of submission of this proposal. Edgesoft Inc. will perform all work for the city of La Quinta free of any conflict of interest. Edgesoft Inc. has reviewed and accepts the City of La Quinta’ legal documents. On behalf of the Edgesoft Inc. team, we are excited for the opportunity to work with the City of La Quinta on this important project. Edgesoft Inc.’s project management and implementation approach will make it possible to implement eLMS™ within 12 months. If you have any questions or concerns, please contact me directly. Thank you, Shan Sundar, CEO Edgesoft Inc. 1600 Rosecrans Ave Media Center, 4th Floor Manhattan Beach, CA 90266 (310) 429-8781 ssundar@edgesoftinc.com Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 4 Table of Contents Executive Summary ....................................................................................................................................... 5 Section 1.1 Edgesoft Inc.’s Background ........................................................................................................ 7 Section 1.2. Proposed Solution ................................................................................................................... 12 1.2.1 eLMS™ Description ........................................................................................................................ 12 1.2.2 Implementation Approach ............................................................................................................ 14 1.2.3 Process Improvements and Adjustments ...................................................................................... 19 Section 2. References .................................................................................................................................. 29 Section 3. Pricing ......................................................................................................................................... 31 3.1 Cost Summary ................................................................................................................................... 31 3.2 Costs Details ..................................................................................................................................... 31 3.2.1 Annual Subscription Costs ......................................................................................................... 31 3.2.2 Implementation Pricing ............................................................................................................. 32 3.2.3 Data Conversion Pricing ............................................................................................................ 32 3.2.4 3rd Party Integration Pricing ...................................................................................................... 32 Section 4. Complementary Services............................................................................................................ 33 Section 5. Staffing and Project Organization .............................................................................................. 34 Section 6. Subcontracting Services ............................................................................................................. 35 Section 7. Disclosure ................................................................................................................................... 36 Section 8. Acknowledgement of Insurance Requirements (Attachment 2) ............................................... 37 Section 9. Non-Collusion Affidavit (Attachment 3) ..................................................................................... 39 Section 10. Acknowledgement of Addendum (Attachment 4) ................................................................... 41 Section 11. Exhibits and Attachments ........................................................................................................ 42 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 5 Executive Summary Edgesoft Inc. is proposing eLMS™, our enterprise land management system. We are providing unlimited user licensing to eliminate the need to manage the number of staff needed to perform their job effectively. eLMS™ is tailored for simplicity, wherein the configuration is simple, flexible, and easy to set across different entities, department needs related to a city’s processes and public usage. Edgesoft Inc. and City of La Quinta partnership: ▪ Edgesoft Inc. is a California-based technology solutions company with satisfied government clients utilizing the proposed system. ▪ eLMS™ runs on AWS government cloud which provides the highest level of security required for government entities. ▪ Edgesoft Inc. has had an extensive experience with data migration with all current technology- based systems including Laserfiche; private and public sector. ▪ eLMS™ is PCI compliant. ▪ A product with a user interface that can provide a common screen for occasional users, such as management and city council personnel, which brings all applications together with a common touch and feel, regardless of vendor or product. ▪ A company with a focused approach to the customer service and implementation that is documented by the best practices and experiences of nearby city governments. ▪ eLMS™ encourages streamlining and automation of standard business transactions and enhancing processes and online capabilities. Per the City of La Quinta’ requirements for the land management system functionality, Edgesoft Inc. is proposing the following scope of work: • Planning • Permitting • Inspections (including building, planning and code enforcement) • Business Licenses • Reporting • Applicant Online Portal • GIS Integration • Mobility Each module of the system is an easy add on for various department needs and well documented for integration with other systems. It is flexible to the business needs of cities as Edgesoft Inc. has a proven track record to keep up with the everchanging needs of cities, regulations, all the while supporting the latest technology. Edgesoft Inc. will recommend best practices from similar sized municipalities to the City of La Quinta. eLMS™ includes a business intelligence tool, SAIRA for CDD. SAIRA for CDD is a pure power search mechanism with expandable capabilities for displaying filtered real-time reports. Its power lies in its ability to turn filtered search results into analytics and intelligence instantly. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 6 Users can gain greater insight from better understanding their data. SAIRA for CDD also allows users to schedule and share real-time reports through its unique bookmarking functionality. It comes preconfigured for community development departments. Our web-based software is completely built with REST API. eLMS™ supports JSON format and easy integrations with third-party providers for all the needs related to the system, including ERP, digital plan review, mobile, GIS, IVR, and Laserfiche. Edgesoft Inc. has received numerous awards, testimonials, and endorsements from customers. The following is a 2018 testimonial from Michael Flad, City Manager for the city of South Gate: “The software we select will have massive impact on the city’s most vital, daily operations for many years to come. Choosing the best fit software system is critically important as it will determine the ability to transform citizen services and community engagement. In targeting productivity and transparency, partnering with proven solutions providers like Edgesoft Inc. guarantees a positive outcome.” “Edgesoft Inc. focuses on online, accessible citizen services as well as interdepartmental transparency and collaboration. These objectives drive citizen engagement, internal efficiency, and cohesive operations to ultimately optimize growth.” - Michael Flad, City Manager The League of California Cities granted the prestigious Helen Putnam Award for Excellence to the City of Beverly Hills for its implementation of Edgesoft Inc.’s eLMS™. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 7 Section 1.1 Edgesoft Inc.’s Background Edgesoft Inc. was founded in 1997 as a California corporation. It has been servicing cities similar to La Quinta and their services required for more than 20 years. Edgesoft Inc. is headquartered in Manhattan Beach, California. Edgesoft Inc. has a solid history of implementing projects for Fortune 500 companies. Private sector experience includes Baxter, Hyundai, MGM, Gateway and the Los Angeles County Registrar Recorder’s Office. This makes Edgesoft Inc. a unique company by bringing best practices from private industry to municipal government. In 2001, Edgesoft Inc. forged a vendor-partnership with the city of Beverly Hills that recognized our diverse experience as a strong potential for satisfying their municipal software needs. The City of Beverly Hills pledge was to be the gold standard in citizen engagement and technology. Edgesoft built the product which made great strides in breaking down silos of exclusive information within the city of Beverly Hills. In addition, Edgesoft Inc. was honored by the California League of Cities with the Helen Putnam Award for our city of Beverly Hills implementation. From this experience, Edgesoft Inc. has dedicated itself to the government sector, creating land management software that provides autonomy for cities and requires minimal IT involvement and support. As a California-based permitting, land management software, and implementation services company, Edgesoft Inc. has been recognized as a leader in government software. Examples of our California Land Management System customers are the cities of Burbank, Cudahy, Glendale, San Fernando and South Gate. Edgesoft Inc. is an S-corporation and is the parent company. It is not a subsidiary of any other company. Edgesoft Inc. has been in business for 23 years and has been serving similar to the city of La Quinta for the last 19 years. Tax ID Number: 95-4670285 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 8 Resumes of Project Manager and Key Personnel ▪ Shan Sundar | CEO and Founder ▪ Nancy Aguilar | Sr. Project Implementation Manager ▪ Manju Shetty | Lead Technical Engineer ▪ Sunil Vijay | Innovation Manager Shan Sundar | CEO and Executive Sponsor As President and CEO of Edgesoft Inc., Shan is responsible for the overall operations of the company as well as establishing strategic partnerships and overseeing business development. His energy, vision, and integrity make Edgesoft Inc. a world-class company. Prior to making his vision a reality in founding Edgesoft Inc., Shan served as Chief information officer for Audio-Digest Foundation, a medical publication company and the largest medical education provider in the world. He has more than 17 years of experience in various industries including healthcare, manufacturing, publications, telecommunications, and government. He has also trained IT staff at several Fortune 500 companies. He holds a Master of Science Degree from Indian Institute of Technology in Bombay and a Bachelor of Science Degree in Mechanical Engineering from Madras University. Shan provides executive oversight and ensures that the project is proceeding on plan and schedule, and meets the quality goals of the project. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 9 Nancy Aguilar | Sr. Project Implementation Manager Education Bachelor of Science in Biochemistry | University of Southern California Bachelor of Art in Italian | University of Southern California Work Experience Sr. Project Manager | Edgesoft Inc. ▪ Independently managed the full project lifecycle, from initiation to launch, crafting of requirements and specification, defining project scope and schedule, obtaining approvals, managing tasks, leveling resources, contingency plans, troubleshooting for companies across a proprietary platform. ▪ Responsible for delivering large, complex projects that require considerable resources and high levels of functional integration to ensure on time delivery with a quality that exceeds client expectations. ▪ The primary client service contact in a fast-paced environment. Project Manager | Onestop Internet ▪ Strong working knowledge of agile and waterfall software development methodologies with scrum master training. ▪ Developed new operations strategy delivered $1M in costs savings through process and system improvements; established KPIs and utilized statistical tools to measure quality and performance. ▪ Demonstrated ability to anticipate issues, identify future choke points, and working ahead of time to alleviate potential issues within budget and scope. ▪ Excelled in bringing new ideas, tactics, strategies, and PM functions to the department to assist in efficiency, productivity, and overall project management. Project Manager | Usablenet ▪ Led cross-functional teams (business, operations and technology) to successfully deliver new business and technology initiative such as new site launches and fully responsive website redesigns. ▪ Managed communications with internal resources both in office and offshore to ensure team success and efficient use of resources. ▪ Created and maintained project documentation including status reports, project schedules, budgets, post-mortem review, statement of works and training documentation. ▪ Managed $250K+ mobile/web projects for various industries of Fortune 500 clients. ▪ Improved accuracy of budgeted hours to increase overall project profitability. ▪ Can conform to shifting priorities, demands, and timelines through analytical and problem- solving capabilities. ▪ Ability to remain positive and encouraging during stressful situations. Project Manager | Sony Electronics Inc. ▪ Led the team responsible for developing ePub3 as an emerging product before the business was ready to support enhanced and reflowable content. ▪ Created and wrote the guidelines on how to design, optimize, and sell ePub3 for our publishers and customers. ▪ Obtained detailed analysis that allowed senior management to make more informed decisions. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 10 Sunil Vijay | Technology Innovation Director / Project Manager Hands-on solution provider and programming with over 13 years of experience in project management, software systems, application design, development, system integration, database design, and project lead. Associated at various levels in the architecture, development and implementation of commercial and government business systems across myriad industries, including eGovernment, content management system, healthcare, telecommunications, and manufacturing. Expertise in working with the latest technologies thereby providing fast, scalable and efficient software which helps organization transform internal business systems. Independently managed the full project lifecycle, from initiation to launch for many similar sized cities including Burbank, Glendale and Beverly Hills. Education Bachelor of Engineering of Computer Science | Visveswaraiah Technological University Work Experience Technology Innovation Director | Edgesoft Inc. ▪ Developed the platform architect for modules and integrations ▪ Established best practices and methodologies for application integrations ▪ Designed, developed and released an innovative dashboard ▪ Open table based advanced inspection scheduler with time controller ▪ Workflow ▪ Developed a proprietary centralize cashiering system ▪ Developed an eGov application for public users ▪ Integrated best in class payment processors for online system ▪ Developed parking application for public ▪ Integrates electronic plan check systems ▪ Key architect and developer for property information portal used amongst the cities of California Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 11 Manju Shetty | Lead Technical Engineer Education Bachelor of Engineering in Information Technology | BITS Pilani Master of Science in Software Systems | BITS Pilani Experience ▪ 3 years of experience with Edgesoft Inc., where he helped develop the eLMS™ system which is a web enabled software product that streamlines the application and approval process for patrons across all regulatory activities including: ▪ Building & Safety ▪ Planning ▪ Code Enforcement ▪ Transportation ▪ Engineering ▪ Public Works ▪ Special Events ▪ Citizen-Requested Services ▪ 2 years of experience HCL Technologies Limited ▪ 4 years of experience with Capgemini India Private Limited Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 12 Section 1.2. Proposed Solution 1.2.1 eLMS™ Description Per the city of La Quinta’s requirements for the digital permitting system functionality, Edgesoft Inc. has presented the following overview of what we will be proposing: Planning Permitting Inspections Business Licenses Reporting Applicant Online Portal GIS Integration Mobility SAIRA Edgesoft Inc’s eLMS™ is a complete land management and permitting system which is a cloud-based web software system. Even though our large city customers use it as an on-premise system, we recommend a cloud-based hosted solution as it includes many benefits. The web-based system is completely built on REST API with Jersey which is today’s industry standard and supports JSON format for our system and as well as supporting an easy integration with third party providers for all the needs related to the system including mobile, GIS, IVR, digital plan review, Authorize.net etc. Our proprietary software includes a custom framework using MVC trademark of Edgesoft Inc. The configuration is now simple and easy to set across different entities and department needs related to cities process and public usage. Edgesoft Inc. has developed the Enterprise Land Management System (eLMS™) to create a seamless citywide information tracking system. eLMS™ is a flexible, web-based solution, on the cloud that associates every piece of data related to land management with a specific location within the city of La Quinta. Our system provides shared access to accurate, real-time information such as permits, cases, transactions, or applications submitted by citizens. The software module focuses on functionalities like Building & Safety, Planning, Engineering, Licensing, and Code Services, Community Services, and Citizen Compliant Services. The Edgesoft Inc. software is used citywide by all departments that need access to operational information and has been fully developed. eLMS™ has extensive functionalities and features however for the current needs of this proposal only limited functionalities and features of eLMS are being considered and used in the solution approach. The details of such usage are clearly identified in this section and scope section of this document. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 13 eLMS is structured based on LAND, STRUCTURE, OCCUPANCY model which enables tracking of the specific property / building in any form such as: • Land Parcel • Structure – Multistory / multi occupancy • Occupancy – including the specific unit This enables tracking and maintaining all of the data for the property, the building, and its units for efficiency and effectiveness across all departments at the city of La Quinta. Each module of the system is an easy add on for various department needs and also well documented for integration with other systems. It is very flexible to the business needs as our company has proven track record to keep up with the everchanging needs of the cities and their regulations and supporting the latest technology at the same time. Edgesoft Inc. will recommend best practices from similar sized municipalities to the city of La Quinta. Edgesoft Inc. eLMS is a cloud-based hosted platform: • Our hosting provider Amazon Web Services guarantees 99.99% uptime. • Any Updates are available within 24 hours. • Auto product upgrades with latest version. • Easy on support and maintenance as no staff/IT department is involved. • Security is highly regarded when it comes to web hacks as all the services are completely protected with industry standard. • Points of failure is addressed on all levels of the networking backup and recovery. eLMS™ high-level technical specs are: • 2012 Windows server or above, though Linux is preferred • 32 GB min RAM, can support up to 256GB RAM with on memory instant load for services • Hard disk: minimum 160 GB • Database Microsoft SQL 2016 and above with latest MSSQL JSON support • Secure port configuring for all PCI compliance and integration needs. • Mobile iPad Air or latest. iOS 11.2+ support for built in apps. eLMS™ has SOA style system built in and includes CRUD support. The eLMS™ system is REST API based for every need and includes single sign on with OAuth and Open ID support. Edgesoft Inc. is integrating with other vendors internal application to support single sign on and include portal public usage for all services as a roadmap initiative. Our system includes SSL certificates with Edgesoft Inc. trademark token system for authenticating and authorizing all services. This token is highly secure, it restricts the ability to decrypt the token apart from the signed-on user with all levels of security and algorithms already built in. Every end user can only submit the request for accessing the system tied to their specific IP address. The Edgesoft Inc. software code will be put in escrow as per the city of La Quinta’s requirement and guidance. As soon as the city of La Quinta provides the details of the escrow process, we will comply to the need of the city. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 14 1.2.2 Implementation Approach Edgesoft Inc.’s project approach and work plan for implementing the cloud-based Enterprise Land Management System (eLMS™) software solution, a web-based product, at the city of La Quinta includes all required and desired functional areas the city has communicated in the RFP. By migrating its existing data and including easy-to-use reporting tools will enable end users to efficiently access information and gain insight. After careful evaluation of the city of La Quinta’s requirements, the Edgesoft Project Team believes that a solid city-vendor partnership is vital to this project’s success. During implementation, the city of La Quinta’s and Edgesoft Inc.’s team will work together to assess the effect that the eLMS™ software solution will have on the city of La Quinta’s way of doing business – from the standpoint of the users and the executive management team. Our collaboration lends a broader perspective to the task of providing not only software, but a true solution that addresses the impact of the product on the city of La Quinta’s staff and business processes. Our current customers have experienced Edgesoft Inc.’s method of assuring functionality with great satisfaction. Edgesoft Inc.’s project management methodology is comprised of six phases: 1. Project Scoping and Initiation 2. Project Planning and Analysis 3. Project Configuration 4. Project Testing 5. Project Launch or Deploy Scoping / Initiation Scoping is the first phase in the project lifecycle. During the scoping phase, project contracts and the SOW, along with business requirement documents, are finalized. Project scope are reviewed and all project planning milestones, activities and deliverables are agreed upon by both the city and Edgesoft Inc. Scoping/ Initiation Planning/ Analysis Configuration/ Set UpTesting Launch/ Deploy Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 15 Planning / Analysis Planning and Analysis is the second phase of the project lifecycle. During this phase, the Edgesoft team reviews the business requirements, the city documentation, any meeting notes from meetings with the city staff to understand the scope of the project. A key deliverable of the planning phase is the Technical Requirements Document which adds to the business requirement document and can include data conversion information. Configuration / Set Up Configuration is the third phase of the project lifecycle. This is the configuration phase, where the database and engineering team write the program, implement designs and import the required data into the databases. Testing Testing is the fourth phase and as crucial as the planning phase in the project lifecycle. It is crucial to for the Edgesoft Inc Quality Acceptance team to test the land management system and software. Penetration testers assess the software with the requirements to ensure that the software solves the need of the city of La Quinta, that all errors are identified, documented and corrected. The team runs a series of functional, performance and reliability tests to ensure all requirements are met. Once the Edgesoft team has tested, the application is made available to the city of La Quinta for user acceptance testing (UAT). At this point, the majority of the software has been completed. However, regardless of the sophistication of the software and thorough testing, there will always be glitches and bugs. These issues will be fixed Launch / Deploy Launching the software is the final step in the project lifecycle. During this stage, all of the applications are moved to production after approval from the Edgesoft engineering team, testing team and the City of La Quinta. A formal transition and training will happen between Edgesoft and the city of La Quinta. Edgesoft will be available to provide support immediately after deployment (Launch). Edgesoft Inc. uses the industry-leading Amazon Web Services Cloud (AWS), which provides the underlying capacity, redundancy, and data protection for the vendor’s database systems. Using cloud- computing services, such as AWS, arguably provides the best protection for the city of La Quinta’s data. The city of La Quinta’s data is hosted in a datacenter in California. If this facility is damaged or destroyed, the city of La Quinta’s data is still safe and accessible because it is backed up in a different location. If City Hall is damaged and not operational, the department can quickly relocate to another facility and continue to function with new computers connected to the internet. We will work together to ascertain the critical success factors and achieve the city of La Quinta’s operational requirements through the implementation of our proprietary eLMS™ software solution. We Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 16 believe that this project will transform the city of La Quinta and strengthen its government operations and reputation through the delivery of superior web-based citizen services. In order to achieve lasting and sustainable results, it is imperative to incorporate a comprehensive set of services and methodologies that addresses the technical, people, and process issues. Edgesoft Inc.’s experience proves that its proposed methodology is effective, when certain project expectations are met, and risks and identified. Many of these expectations focus on decision-making, scope, and availability of resources. These expectations are: • The city of La Quinta’s project manager will guide and direct the day-to-day activities and decisions related to the project and will serve as the lead point of contact for communications between Edgesoft Inc. and the city of La Quinta. • The city of La Quinta’s project manager and team will help the Edgesoft Inc. team establish an on-site work location, arranging necessary meetings, including focus group sessions. • The city of La Quinta is responsible for the cleaning, validation, and integrity of the address data and historical data/records to be used in migration into eLMS™. • Edgesoft Inc. will perform unit testing prior to delivery of the software for installation. • The city of La Quinta will provide appropriate resources for testing. • The change management process will serve as the issue-resolution methodology, should project issues arise during implementation. Project issues will be resolved within an appropriate amount of time and the city of La Quinta will not delay or impede the Edgesoft Inc. team. • Deliverables will be reviewed for functionality, scope, best practices, and completeness within the allocated number of days in the project schedule. • Deliverables will be approved after the agreed upon deliverable review periods have elapsed without a detailed description of the deficiencies being provided. The purpose of the work plan, assumption and deliverable is to clarify all project requirements and to refine the proposed project approach and implementation plan based upon the city of La Quinta’s input and further data collection. Following contract award, and prior to contract execution, the Edgesoft Inc. will work with the city project manager to conduct a join scoping and planning phase. The purpose of this phase will be to clarify all project requirements, scope, schedules, staffing levels, and expectation. This phase will be conducted in parallel with efforts to finalize the contract agreement between the city of La Quinta and Edgesoft Inc following the below schedule Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 17 Activity / Task Duration (Months) Deliverables M1 M2 M3 M4 M5 M6 M7 M8 M9 M10 M11 M12 1. eLMS Core eLMS Core & Integrations 1.1 Project Kick-Off 1.2 Address Data Analysis Meetings 1.3 Setup eLMS Software 1.4 Load Address Data 1.5 Test eLMS with Address Data 1.6 eLMS Core Complete 2. eLMS Permitting, Plan Review & Inspections eLMS Building Permits, Plan Review, Inspections & Cashiering 2.1 Permit Data Analysis Meetings 2.2 Setup of eLMS Permits Module 2.3 Test eLMS Building Permits 2.4 Demonstrate eLMS Permitting 2.5 eLMS Permitting Complete BUILDING PERMITS GO-LIVE 3.eLMS Planning Module eLMS Planning 3.1 Planning Analysis Meeting 3.2 Setup of eLMS Planning Module 3.3 Test eLMS Planning Module 3.4 Demonstrate Planning Module 3.5 eLMS Planning Complete PLANNING GO-LIVE 4. eLMS Business License (BL) Module eLMS Business License 4.1 BL Data Analysis Meetings 4.2 Setup of Business License 4.3 Test eLMS Business License 4.4 Demonstrate Business License 4.5 Business License Complete BUSINESS LICENSE GO-LIVE 5.eLMS Portal/GIS Module eLMS Portal / GIS 5.1 Data Analysis Meetings 5.2 Setup of eLMS Portal/GIS 5.3 Test eLMS Portal/GIS Module 5.4 Demonstrate eLMS Portal/GIS 5.5 eLMS Portal/GIS Complete Portal/GIS GO-LIVE 6. Mobility (Online Permit Counter) Mobility Online Permit Counter 6.1 Mobility Data Analysis Meetings 6.2 Setup of eLMS Mobility Module 6.3 Test eLMS Mobility Module 6.4 Demonstrate eLMS Mobility Module 6.5 eLMS Mobility Complete Mobility GO-LIVE 7. Project Completion Meeting Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 18 Project Activity ▪ Review and confirm understanding of scope as outlined in the city of La Quinta’s RFP and Edgesoft Inc.’s proposal ▪ Review and agree upon project deliverables (including format) ▪ Clarify and document project team member roles and responsibilities ▪ Agree upon project schedule parameters and milestones, including payment schedule Deliverables ▪ Updated proposed project plan and schedule ▪ Roles and responsibilities matrix ▪ Payment schedule with milestones ▪ Finalized contract Project Resources ▪ City of La Quinta’s staff ▪ Edgesoft Inc.’s staff Edgesoft Inc. offers the following post-implementation and on-going support: ▪ Post-implementation support (e.g., one month of support after Go-Live, support during initial run of budget module, optional “as-needed” support (7 days a week)) ▪ Telephone support ▪ Special plans defining levels of customer support (e.g., high priority, mid priority, and low priority) ▪ Edgesoft Inc. will provide upgrades and future enhancements. ▪ If there are any anticipated mid-implementation upgrades, the estimated level of effort and related pricing must be included ▪ Help desk, problem reporting and resolution procedures ▪ Bug fixes and patches ▪ Support provided for third-party solutions ▪ Other support (e.g., on-site, remote dial-in, website access to patches, fixes and knowledge base) Application Release Management Figure above illustrates basic steps that constitute release management process. Customer Releases Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 19 • eLMS release numbers are formatted as A.B.C • A = Major Release • B = Minor Release • C = Bug fix release Major Release: This release occurs when Edgesoft Inc. adds a major feature/module to the product. This release generally occurs once a year or once in 2 years. Minor Release: This release occurs when Edgesoft Inc. adds a minor feature/functionality to the product. This release generally occurs once in a quarter. Bug Fix Release: This release occurs when Edgesoft Inc. development team fixes a bug in response to JIRA request and this release occurs as and when needed and released (generally monthly) from the team. Edgesoft Inc. experience proves that its proposed methodology is effective, when certain project expectations are met, and risks and identified. The expectations are: ▪ The City of La Quinta will provide appropriate resources for testing patches and releases. ▪ The City of La Quinta needs to make decisions in a timely manner based on project decision- making process. ▪ Patches/Releases will be reviewed and accepted by the City of La Quinta within the allocated number of days in the project schedule. Patches/Releases not accepted by the City of La Quinta will be returned to Edgesoft Inc. with the specific changes, in writing, which the City of La Quinta requires to accept. ▪ Patches/Releases will be reviewed for functionality, scope, best practices, and completeness. 1.2.3 Process Improvements and Adjustments In implementing the eLMS™, we will be implementing a solid foundation with the Land, Structure, and Occupancy (LSO) Model to naturally provide an orderly progression of increasingly complex data. The LSO model is a primary resource for address, structure, and land use information, as well as owner/tenant, infrastructure, and asset information. Each location in the LSO model has a unique identifier by which all activities related to that specific location are tracked administered creating a flexible and easy to customize process and reporting capabilities. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 20 The Projects, Subprojects, and Activities (PSA) structure allows the department to customize its activities, easily view all information at a Project level, and efficiently drill-down to sub-levels to view information. So, that other departments can review the processes and identify any interdepartmental issues before proceeding with activities. Permits & Inspection Module – automates workflows related to building permits, inspections, people and activities. It enables city staff within the community development department and similar divisions to view, change, and print fee schedules, cashiering, payment transaction history, business tax/license information, and track plan checks related to permits. Users can schedule, track, and maintain history of inspections related to a specific location, as well as maintain lists of and links to external people associated with the city, such as owners, applicants, tenants, architects, and contractors. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 21 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 22 Planning & Planner Update Module – automates the processes and captures all the information related to the city of La Quinta’s planning activities. Functions include: ▪ Issuing, tracking, and logging planning cases ▪ Appointment scheduling and notifications to reduce scheduling conflict for planning board hearings ▪ Assigning, scheduling, and routing plan cases ▪ Cashiering and fee appraisals The centralize database of customer records provides accurate and timely information to customers that are submitting development plans for approval. Comment Module – protects comments and sketches from unauthorized changes with our built-in security feature. Comments are saved directly to the database instead of an insecure text file or to the PDF document, so they are protected should the PDF file become compromised. The city of La Quinta is able to access, organize, and report on all comments to allow external team members to reply to the reviewers’ comments. Workflows - The eLMS™ has built-in workflows, configurable workflows, and external workflows. ▪ Built-in workflows are out-of-the-box with the eLMS™. This workflow has certain functions that do not require configurations, an example of this is auto notifications to contractors/homeowners on inspection results. ▪ Configurable work flows provide the ability for the administration staff to assign certain workflows during the business process when it is required. ▪ External workflows provide scheduler-based workflows to run every day to trigger notifications, auto update status, provide prior notice to staff, and external public user. Administration Section – has an innovative admin section for managing, configuring, and assigning various modules and flows to administer to all departments. The administration section is intuitive and easy-to-use. Logs are captured in the event of failure and auto notifications are sent to the technical team, without the staff notifying them to eliminate duplicate tickets and resolve the problem quicker. Security – the eLMS™ API is 100% rest based. All the API call https secure and available through role- based access only. All of our attachments are binary loaded. eLMS™ is also backed by the world-class security represented by AWS. Our extensive API inherits the security model your application already has for true single sign on. Upgrade Tools – a request is sent out once a new version is available for upgrading all the necessary software. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 23 Reporting - Edgesoft Inc. have developed more than 50 standard templates for eLMS™ customers via the eLMS™ ad hoc reporting. To date, the real value has been with the self-service reporting capabilities where users receive training to develop templates and generate their own reports. Our business intelligent tool, SAIRA, is a pure power search mechanism with expandable capabilities for displaying filtered real-time reports. Its power lies in its ability to turn your filtered search results into analytics and intelligence instantly. Users can gain greater insight from better understanding their data. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 24 SAIRA also allows users to schedule and share real-time reports through its unique bookmarking functionality, it comes preconfigured for community development departments. Permits – centralized permitting module that serves as the primary data entry and management tool for numerous permit types, allowing for cross-referencing of departmental databases. It includes custom interfaces based on departmental and permit requirements. The permitting process in eLMS™ is accomplished in the context of projects, sub-projects, and activity. The project encompasses all the departmental sub-projects that are required for the entire scope of the project. The sub-project represents all the activities that are being done at the departmental level for the project. Each sub- project can have multiple activities for the various related permits that are required. The users should be able to quickly and easily view all of the various things going on at a project level and then drill-down to each activity to enter or view the information. Conditions – an interdepartmental project management tool that allows citywide centralized data management and ensures compliance with all permit conditions and regulatory restrictions. A user would have the ability to assign conditions either at the LSO level or at the PSA level. Users have the ability to create a standard library of conditions which can be attached, or they can choose to enter custom conditions. Fees and payments – a real-time centralize fee process and cashier module which is able to integrate fees and payments with any existing financial systems. The eLMS™ fee module has the ability to associate various fees to each permit type or sub-type. It can maintain different fee schedules for every fiscal year, and it can increase fees annually by a percentage. The fee module designates certain fees as required based on the permit with different phases of the project like plan check, permit, business tax, and development fees. It has the ability to calculate fees based on valuation, number of units and based on different ranges. It also has the ability to accept contractor deposits and use them for payments. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 25 Addressing – A centralized four-dimensional (4D) address management tool to ensure address integrity, thereby reducing the occurrence of clerical errors and increasing the accuracy of notifications and mailings. The system uses the LSO model to organize Land, Structures, and Occupancies. For each of these levels’ users will have the ability to: ▪ Associate base and alias addresses ▪ Associate address ranges with lands ▪ Maintain zoning and use information ▪ View APN & Owner information ▪ Create non-address-based structures and occupancies like fountains, lobbies that do not have an address but may requires permits ▪ Split a Land or address to multiple parcels Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 26 Holds – the eLMS™ holds module has built-in logic that allows all departments to maintain holds on addresses, projects, or activities. It also provides the abilities for different levels of holds, like soft and hard, at the LSO and PSA level. Holds, based on their severity, limit the functionality of the level where they are assigned and all the levels underneath them. The system provides the ability to track the ability of all holds from creation to release. Inspections – the eLMS™ housing and construction inspection module provides the ability to schedule and maintain the history of inspections related to each activity. The inspection module allows users to schedule and track inspections based the permit type. It provides the abilities to create all the different inspection types that are associated with a permit, whether it is housing or construction. It allows the users to schedule inspections for current and future activities. It provides inspectors the ability to print field inspection reports which gives a complete history of the place to be inspected. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 27 It provides inspectors the ability to route and schedule their inspections and gives them on all the relevant information they require for doing the onsite inspections. It also provides the ability to enter their inspection results and communicate them to the contractor in charge. Digital Library – provides the ability to attach and view documents to any PSA or LSO level for historical record keeping. Project Team – the eLMS™ system provides the ability to maintain updated information of internal and external people that are associated with various permits. It provides the ability to delegate internal team members to specific projects and activities. Based on the kind of activity this would include plan review engineers, permit technicians, inspectors, team leaders, planner, and etc. It also provides the ability to add and administer external team members for the project or activity. Typically, this would include owners, contractors, engineers, designers, architects, tenants, and others. Assessor Import and Export (Sync) – the assessor’s data synchronization module allows authorize city staff to browse, query, and upload the latest assessor information as it relates to properties that fall within the city’s jurisdiction. Business License – the business license module creates, tracks, issues, and maintains data related to business licenses in the city. Other vital reporting and fee functions including business license verification and reporting business tax payment status are included in the module. Online eLMS™ – exposes the business functionality of eLMS™ to the public. This interface is for the residents of the city of La Quinta and the building contracts and architects associated with an activity. Residents can apply for permits, request inspections, purchase business license, and track the status of their application. Extensive Administration and Configuration – provides extensive administration capabilities to eLMS™ power users. These users can configure the types of permits needed, can setup business workflows and rules that are needed for residents to obtain the permit. The power user can also modify fees automatically with a simple interface. Business Dashboard – provide concise information, real-time to the high-level management with a click of a button. The eLMS™ state-of-the-art dashboards allow the executives of the city to review the status of a business license/tax without going through the hassle of printing a report. eLMS™ provide data mining and printing capabilities. eLMS™ Mobile – allows users to access the eLMS™ application using the mobile device like the iPad. The user interface screens are responsive and will fit any small screen with touch input. Users can obtain integration to GIS, view maps, red line, and save changes on to the server. The mobile device synchronizes regularly with the server to update. Data Conversion - eLMS™ has an automatic data conversion module to convert data to eLMS™ database from most of the legacy permitting system, based on a specific template. Edgesoft Inc. has used eLMS™ data conversion module at customer sites successfully to map and bring all the necessary historical data with the highest degree of accuracy. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 28 Edgesoft Inc. proposes to convert all active land/address data and all active permit-related data into eLMS™ so that the city of La Quinta can begin capitalizing on the web-based, mobile-enabled, location- centric technology as soon as possible. For twenty years, Edgesoft Inc. has had an extensive experience with data migration and the conversion of legacy and current technology-based systems, both in the private and public sector. Edgesoft Inc. has converted data from various legacy systems including Accela’s Sierra, Permits Plus, Kiva, HDL, SunGard, Microfiche, and various home-grown systems and databases. Having successfully converted data for each of our installed clients, Edgesoft Inc. is confident that we can convert the city of La Quinta’s data easily. Edgesoft Inc.’s proposed plan includes the following in regard to data migration/conversion: ▪ Technical overview of the data model ▪ Migration requirements – review existing data ▪ Mapping of existing data to the eLMS data tables ▪ Assist the city of La Quinta with mapping document for the conversion efforts ▪ Load scrubbed data and review Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 29 Section 2. References Edgesoft Inc. brings decades of experience streamlining the business processes of some of the leading cities across the US and other countries, with populations ranging between 25K to 650K citizens. The following section highlights our exposure and expertise in execution and deployment of similar or more complex projects: ▪ City of Beverly Hills ▪ City of Burbank ▪ City of Cudahy ▪ City of Fremont ▪ City of Glendale ▪ City of Indio ▪ City of San Fernando ▪ City of South Gate ▪ City of Albuquerque, NM ▪ City of Kyle, TX ▪ Town of Colchester, VT ▪ Bidhannagar, India ▪ Asansol, India Edgesoft Inc. has had numerous quotes of support and endorsements from our customers. Perhaps, the most unique is a 2018 testimonial from Michael Flad, City Manager for the city of South Gate: “The software we select will have massive impact on the city’s most vital, daily operations for many years to come. Choosing the best fit software system is critically important as it will determine the ability to transform citizen services and community engagement. In targeting productivity and transparency, partnering with proven solutions providers like Edgesoft Inc. guarantees a positive outcome. “Edgesoft Inc. focuses on online, accessible citizen services as well as interdepartmental transparency and collaboration. These objectives drive citizen engagement, internal efficiency, and cohesive operations to ultimately optimize growth.” Reference 1 Name of Government: City of Beverly Hills Government Project Manager: Alain Romero | Business Information Systems Admin Phone: 310-285-1000 Project Description: Building Permits, Code Enforcement, Fire Inspections, Planning, Public Portal, Parking Permits, Property Portal, Public Works, SAIRA Analytics Project Date: 2004 - Present Software Program/Version: eLMS™ 4 Agency’s Operating Budget: $406 M Number of Employees: 1036 Project Price: $1.4 M Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 30 Reference 2 Name of Government: City of Burbank Government Project Manager: Kevin Woodruff | Project Manager Phone: 818-551-3024 Project Description: Building Permits, Business License, Business Tax, Code Enforcement, Housing, Parking, Planning, Public Portal, Public Works, SAIRA Analytics Project Date: 2005 - Present Software Program/Version: eLMS™ 4 Agency’s Operating Budget: $648 M Number of Employees: 1250 Project Price: $1.45 M Reference 3 Name of Government: City of Glendale Government Project Manager: Hagop Hovsepian | IS Applications Manager Phone: 818-551-3024 Project Description: Business License, Building Permits, Code Enforcement, Fire Inspections, Fire Hazmat Permits, Fire Permits, Planning, Public Portal, Public Works, SAIRA Analytics Project Date: 2007 - Present Software Program/Version: eLMS™ 4 Agency’s Operating Budget: $887 M Number of Employees: 1997 Project Price: $1.4 M Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 31 Section 3. Pricing Edgesoft Inc. is presenting our new eLMS™ with Land management, planning, permitting/licensing, inspections, public works, fire department, mobile apps, the online portals, GIS integration, workflows and document management and CMS integrations like Laserfiche. Edgesoft Inc. will also be adding SAIRA for CDD at no additional cost to the city of La Quinta. eLMS™ is an enterprise-wide solution with unlimited user licenses which meets and surpasses all of the requirements and desired functionalities the City of La Quinta has communicated in the RFP, Requested Services. 3.1 Cost Summary Cost Categories Total Cost Project Costs Annual Subscription $ 100,475 Implementation Services $ 138,875 Conversion Cost $ 26,825 3rd Party Integration Cost $ 78,700 Contract Sum: $ 344,875 3.2 Costs Details 3.2.1 Annual Subscription Costs Annual Subscription (Enterprise License) eLMS Building & Planning $ 40,000 eLMS Business License $ 25,375 eLMS AdHoc Reports $ 10,050 eLMS Public/Property Portal $ 15,000 eLMS SAIRA $ - Mobile - Building Inspections $ 10,050 Total Annual Software License Subscription Fee $ 100,475.00 *Software maintenance and support included in annual subscription fee. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 32 3.2.2 Implementation Pricing Service Category Implementation Fee Project Planning and Management $ 32,000.00 Process Analysis/System Design $ 27,500.00 Implementation / System Configuration $ 50,875.00 Training $ 28,500.00 Total – Implementation Services $ 138,875.00 3.2.3 Data Conversion Pricing Data Category Hours / Module Rate Conversion Fee Permitting/Planning (Trakit) to eLMS 5.0 80 $185.00 $14,800 Business License data to eLMS 5.0 65 $185.00 $12,025 Total - Conversion 145 $26,825 3.2.4 3rd Party Integration Pricing 3rd Party Product Description Cost Tyler Finance $16,000.00 GIS $27,500.00 Laserfiche $15,700.00 Bluebeam $19,500.00 Total - 3rd Party Products $78,700.00 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 33 Section 4. Complementary Services The City of La Quinta will have a smooth transition due to Edgesoft Inc.’s 20+ year experience in land management system implementations in the Southern California region. eLMS™ includes a business intelligence tool, SAIRA for CDD. SAIRA for CDD is a pure power search mechanism with expandable capabilities for displaying filtered real-time reports. Its power lies in its ability to turn filtered search results into analytics and intelligence instantly. Users can gain greater insight from better understanding their data. SAIRA for CDD also allows users to schedule and share real-time reports through its unique bookmarking functionality. It comes preconfigured for community development departments. We are pleased to provide this unique and powerful tool to the City of La Quinta at no additional cost. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 34 Section 5. Staffing and Project Organization Edgesoft Inc. team will work hand in hand with the City of La Quinta team in various departments to plan, schedule, execute, monitor and close the project. We recommend the City to assign a Project Manager (preferably a staff member) who has access to all the departmental users to perform standard project management tasks like communications, getting responses to Edgesoft Inc. questions and setup meetings when needed. Many of the following milestones will depend on decision-making, scope, and availability of resources. The expectations from the city of La Quinta and Edgesoft Inc. will be responsibility for project management and sponsorship together. Edgesoft Inc Milestones La Quinta's Staff Involvement Discovery and Analysis High Configuration / Data Conversion Medium Integrations Low Training Mid User acceptance Testing (UAT) High Go Live Low Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 35 Section 6. Subcontracting Services Edgesoft Inc. is not subcontracting any portion of the scope of services. Our implementation team are all employed by Edgesoft. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 36 Section 7. Disclosure Edgesoft Inc. will perform the services and adhere to the requirements described in the RFP. Edgesoft Inc. has not experienced any prior or pending litigations. Edgesoft Inc. has not experienced any bankruptcy or insolvency proceedings in the past five (5) years. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 37 Section 8. Acknowledgement of Insurance Requirements (Attachment 2) I, Shan Sundar, hereby acknowledge and confirm that Edgesoft Inc. has reviewed the City’s indemnifications and minimum insurance requirements as listed in Exhibit E and F of the City’s Agreement for Contract Services (Attachment 1); and declare that insurance certificates and endorsement verifying compliance will be provided if an agreement is awarded. I am Shan Sundar of Edgesoft Inc. The following page will have the signed version Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 38 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 39 Section 9. Non-Collusion Affidavit (Attachment 3) I, Shan Sundar hereby declare as follows: I am the Founder and CEO of Edgesoft Inc., the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the agreement of anyone interested in the proposed agreement; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative hereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Shan Sundar CEO and Founder Edgesoft Inc. 1600 Rosecrans Ave, Media Center, 4th Floor Manhattan Beach, CA The following page will have the signed version Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 40 Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 41 Section 10. Acknowledgement of Addendum (Attachment 4) Edgesoft Inc. has reviewed and accepts the City of La Quinta’ change in the following addendum of Attachment 4. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 42 Section 11. Exhibits and Attachments Exhibit A. Scope of Services Exhibit B. Schedule of Compensation Exhibit C. Schedule of Performance Exhibit D. Special Requirements Exhibit E and F – Ackowledgement can be found in section 8 Exhibit G. Agreement for Edgesoft Inc Services Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 43 EXHIBIT A SCOPE OF SERVICES (1) Edgesoft shall provide all services required for the creation of a software system, which will provide computing services for the following City operations: Planning Permitting Inspections Business Licenses Reporting Applicant Online Portal GIS Integration Mobility SAIRA (2) Services provided by Edgesoft shall include: (1) software installation, (2) software configuration based on a thorough understanding of City operations and processes, (3) data conversion of City’s existing data, (4) integration of various modules, and (5) any other services required to create an efficient and integrated system. (3) Edgesoft’s software shall be licensed to the City as an enterprise license with unlimited users. (4) Edgesoft shall provide training for City employees in the use of the software. User training is provided for employees handling (1) Building Permits, (2) Planning and (3) Business License. Administrator training is provided for employees with administrative and report writing duties. Edgesoft shall provide up to eight (8) hours of training for City employees in each software module. (5) Edgesoft’s software shall include a separate mobile application, specifically designed for Apple iPads. This mobile application shall provide all the features necessary for field staff such as building inspectors and code enforcement officers to complete their work in the field. (6) Services provided by Edgesoft shall include the setup and configuration of Apple iPads, installation of software, and training of City employees in the use of the mobile application. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 44 (7) Project Schedule: Software implementation and training shall be completed in twelve months from project kick-off. The complete software system shall “go live” or be operational twelve months from project kick-off. The project schedule is shown on EXHIBIT C. Edgesoft must notify City if there is any deviation from the agreed-upon schedule. (8) The cost of the project is shown on EXHIBIT B. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 45 EXHIBIT B: Schedule of Compensation Fee: With the exception of compensation for Additional Services, provided for in Section 3 of this Agreement, the maximum total compensation to be paid to Edgesoft Inc under this Agreement is not to exceed three hundred forty-four thousand, eight hundred seventy-five dollars ($344,875) (“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party’s schedule of compensation attached hereto for the work tasks performed and properly invoiced by Contracting Party Within 30 days after Signing of this Agreement eLMS Enterprise Software license costs ------------------------------------------------------------------------ $100,475 Start of Phase I (Core, Building & Planning) ---------------------------------------------------------------------- $78,000 Completion of Phase I (Including Training) ----------------------------------------------------------------------- $15,150 Start of Phase II -------------------------------------------------------------------------------------------------------- $79,750 (Business License & Reporting) Completion of Phase II (including training) ---------------------------------------------------------------------- $15,200 Start of Phase III -------------------------------------------------------------------------------------------------------- $46,250 (Public/Property Portal & Mobility Modules) Completion of Phase III initiatives ---------------------------------------------------------------------------------- $10,050 CITY’s payment will be based upon the above Fee Schedule. CONTRACTOR is responsible for all expenses incurred in performing services under this Agreement until CONTRACTOR has earned the fee specified in this Agreement. The Fee Schedule will remain in effect for the Agreement’s duration. Annual subscription costs shall not exceed $100,475 starting December 1, 2021. Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 46 EXHIBIT C: Schedule of Performance Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 47 EXHIBIT D: Special Requirements None Proposal for Permit Tracking and Licensing Software Services Edgesoft Inc. 48 EXHIBIT G: Special Requirements Appendix A - eLMS Software Maintenance and Support Services Agreement Appendix B - eLMS Software License Purchase Agreement ENTERPRISE LAND MANAGEMENT SYSTEM Software Maintenance and Support Services Submitted to: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 December 9, 2020 Created by: Edgesoft Inc. 1600 Rosecrans Ave. © Copyright 2020 Media Center, 4th Floor Confidential Manhattan Beach, CA 90266 Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-2 Table of Contents 1 GENERAL AND ADMINISTRATIVE INFORMATION ....................... 3 1.1 OWNERSHIP AND NON-DISCLOSURE ............................................................... 3 1.2 PAYMENT AND FEES ..................................................................................... 3 1.3 LATE FEE .................................................................................................... 4 1.4 ENTIRE AGREEMENT ..................................................................................... 4 1.5 GENERAL INFORMATION ................................................................................ 4 2 SOFTWARE MAINTENANCE ........................................................... 5 2.1 COVERAGE PERIOD ...................................................................................... 5 2.2 SOFTWARE MAINTENANCE AGREEMENT (SMA) .............................................. 5 2.3 SUPPORT SERVICES AGREEMENT (SSA) ....................................................... 6 3 LIMITATION(S) TO SOFTWARE MAINTENANCE ........................... 8 3.1 ADDITIONAL TRAINING REQUEST ................................................................... 8 3.2 NEW DEVELOPMENT AND/OR ENHANCEMENT REQUESTS ................................. 8 3.3 APPLICATIONS AND PROGRAMS ACQUIRED BY COLQ FROM OTHER SOURCES .. 8 4 SUPPORT PROCEDURE ................................................................ 10 5 BASIC UPGRADE PROCEDURE ................................................... 11 6 RESPONSIBILITIES AND EXCLUSIONS ....................................... 12 7 PRICING.......................................................................................... 13 7.1 SUPPORT SERVICES ................................................................................... 13 8 APPENDIX A - LEVEL OF REPORTED PROBLEM (LRP) ............ 14 8.1 LRP 1 ....................................................................................................... 14 8.2 LRP 2 ....................................................................................................... 14 8.3 LRP 3 ....................................................................................................... 14 8.4 LRP 4 ....................................................................................................... 14 Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-3 1 GENERAL AND ADMINISTRATIVE INFORMATION 1.1 OWNERSHIP AND NON-DISCLOSURE Contents of this document are considered confidential, proprietary, and remain the property of City of La Quinta (COLQ) and Edgesoft Inc. (Edgesoft). COLQ may not disclose information to anyone who is not responsible for responding to this document and outside of COLQ, without written permission from Edgesoft. Additionally, contents may not be reproduced, copied or re-sold to anyone, without written permission from Edgesoft. All reasonable precautions have been taken in the preparation of this document. Edgesoft assumes no responsibility for any errors or omissions. Edgesoft shall not be responsible for any direct, incidental or consequential damages arising from the use of any material contained in this document. In no event will Edgesoft be held liable for any claim of damages, consequently or inconsequently, including without limitation, any business interruption, lost profits and/or incidental damages. Edgesoft’s only liability is to perform services described herein for the fees proposed. No warranties are made, expressed or implied with regard to the services described herein. 1.2 PAYMENT AND FEES A renewal notice defining the contents of this agreement shall be sent approximately 45 days prior to the start date of this agreement. Payment in full, for the software maintenance and/or support service(s) defined by this agreement shall be made in advance, and is due upon receipt of an invoice from Edgesoft. Rates for this agreement are based on the current configuration of the system, to be supported by this agreement. Edgesoft reserves the right to modify its rates for future agreements. Edgesoft guarantees that rates will not increase more than the cost of living index in any one year or seven percent (7%), whichever is lower. Terms and conditions of this agreement, and the associated software maintenance / support services, will be considered as “null and void” unless payment in full is received no later than the 10th working day of the effective date of this agreement, unless otherwise agreed to and authorized in writing. If payment is not received, any subsequent services that are requested and performed will be considered billable per call (with payment due upon receipt of invoice for such services) at the Edgesoft hourly billing rate of $225.00 per hour, plus applicable travel charges. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-4 1.3 LATE FEE If payment is not received within 30 days of the invoice date, COLQ agrees to pay an additional finance charge of one and one-half percent (1.5%) per month, and all costs incurred by Edgesoft related to the collection of unpaid charges, including attorney’s fees and costs. 1.4 ENTIRE AGREEMENT This agreement constitutes the entire agreement between the parties, regarding software maintenance / support services described herein, and supersedes all prior agreements. This agreement shall not be modified or altered in any way except by written instrument duly executed by both parties. In no event will Edgesoft be held liable for any claim of damages, consequently or inconsequently, including, without limitation, any business interruption, lost profits and/or incidental damages. Edgesoft’s only liability is to perform the software maintenance / support services described herein for the fees subject to the terms and conditions of this agreement. 1.5 GENERAL INFORMATION The services provided through this document are specific to Edgesoft Inc.’s technology solution installed at the City of La Quinta, CA. City of La Quinta management and support staff can direct their questions to: Office: (310)321-7658 (8:00am to 5:00pm Pacific Standard Time, Monday through Friday) Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-5 2 SOFTWARE MAINTENANCE 2.1 COVERAGE PERIOD Agreement commences on to be determined and shall be in effect through to be determined. This software product solution is known as Enterprise Land Management System (eLMS™) at the City of La Quinta (COLQ). 2.2 SOFTWARE MAINTENANCE AGREEMENT (SMA) Definition: Maintenance is defined as the coverage provided by Edgesoft for Enterprise Land Management System (eLMS™) at COLQ. It includes: 1. Software minor (bug) fixes i. A software fix is defined as a problem that can be duplicated or repeated. Edgesoft will make reasonable efforts to identify and correct any intermittent problems that occur within the code, but cannot be consistently duplicated. ii. If efforts to identify and correct such problems reveal causes other than the installed code, then Edgesoft will recommend a course of action to COLQ and such efforts will be debited against COLQ’s pre-paid, support services hours or on a time and material basis. Please refer to Section 2.3 for Edgesoft’s support services program and Section 7 for pricing details. 2. Basic Phone Support i. Access to basic phone support to report software defects, as defined in Section 2.2 item# 1, consists of voice/e-mail communications and/or dial- in support as performed by Edgesoft Support Associates. Support services, as performed, will be debited against COLQ’s pre-paid, support services hours (see Section 2.3) or on a time and material basis, if diagnosis substantiates that there is not a software defect. ii. Edgesoft standard support time is 8:00 AM to 5:00 PM (Pacific Standard Time), Monday through Friday. 3. Basic upgrades and patches, as made available. 4. Periodic major software upgrades, which may include media set and general released documentation. Note: Major enhancements are not included, unless otherwise stated by Edgesoft. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-6 2.3 SUPPORT SERVICES AGREEMENT (SSA) Definition: Support services is defined as the support that consists of pre-paid hours for basic phone support (non-software defect issues), remote connections/support, on-site services and/or travel expenses, with a not-to- exceed limit. 1. Support Services (Pre-paid) i. This support is to cover those activities that cannot be resolved through the trained personnel at COLQ, the documentation provided by Edgesoft, and/or the online databases of technical information, as they exist or may become available. In the event that phone and/or on-site support is required, COLQ will adhere to the procedures established in this document (see Section 4). 2. Response Time i. Response time is based on Level of Reported Problem (LRP), as defined in Section 8. ii. When a problem occurs and COLQ has adhered to the established procedures agreed to in this document (see Section 4), Edgesoft’s response is, as follows: a) Acknowledgment within two (2) hours via telephone and/or e-mail (average acknowledgment response time is 45 minutes). b) Based on LRP guidelines, unless agreed at the time of incident (average on-site response time within Los Angeles County is 4 hours). 3. Support services and travel time / expenses, as performed, will be debited against the “pre-paid” hours. Support services may include: i. Assist with deployment of new application ii. Perform training iii. Installation and testing of software upgrades iv. Re-configure system databases v. Running and monitoring application functionality vi. Documentation vii. On-site support services for issues not resolved with Basic Phone Support 4. Travel charges for on-site services i. Charge for travel within the Metropolitan Area (40-mile driving radius from Edgesoft) will be 50% of the applicable hourly billing rate. ii. Extended travel (beyond the 40-mile radius) will be charged at either 50% of applicable hourly rate, for a maximum of four (4) hours travel time, or actual transportation charges (airline tickets and auto rental). Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-7 iii. Per diem expenses. Actual charges for accommodations, plus per diem of $50 per day, will be debited to the pre-paid hours, when consecutive, on-site days are required beyond the 40-mile radius. 5. Scheduled (planned) services performed after hours and/or weekends and holidays, will be billed at the applicable rate (hourly, day or contract) times a differential factor, as defined below (all hours at Pacific Standard Time): i. After hours is defined as 5:00 PM to 8:00 AM, Monday through Friday, at 1.5 factor. ii. Weekend is defined as all hours, Saturday through Sunday, at 2.0 factor. iii. Holiday is defined as all hours for mutually observed standard holidays at 2.0 factor. Note: It is understood these rate factors relate to planned service hours, not “on call” service. “On call” service will require a supplemental support proposal. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-8 3 LIMITATION(S) TO SOFTWARE MAINTENANCE 3.1 ADDITIONAL TRAINING REQUEST Additional training is defined as, but not limited to, those requests for training new users and/or new releases, new features, etc. It is the responsibility of COLQ to read all published documentation and release notes. Edgesoft will provide a price quotation for additional training, as requested by COLQ. 3.2 NEW DEVELOPMENT AND/OR ENHANCEMENT REQUESTS New development and/or enhancement requests are defined as, but not limited to, those requests that COLQ would like to have considered as new features in the presently released version of eLMS™, that may provide significant productivity gains within the COLQ’s business processes. Any such request will be reviewed by Edgesoft, and a cost estimate for their inclusion in the software application will be submitted to COLQ. 3.3 APPLICATIONS AND PROGRAMS ACQUIRED BY COLQ FROM OTHER SOURCES Software maintenance does not include support for the software applications and programs acquired by COLQ from sources, other than Edgesoft. It is required that COLQ staff has baseline knowledge of these software applications and programs, to support and maintain the operation of these components. These software applications and programs may include, but are not limited to: 1. Database Support (e.g. Microsoft SQL, Oracle, etc.) Support is defined as, but not limited to, the support required for maintaining the databases and tables. 2. Web Server Application Support (e.g. WebSphere, Tomcat Application Server, etc.) Support is defined as, but not limited to, the support required for maintaining the web server application. 3. Server Operating System (e.g. WIN2012-2016, UNIX, Linux, etc.) Support is defined as, but not limited to, the support and knowledge required to maintain the operating system. 4. Workstation Operating System Support (e.g. Windows 10, etc.) Workstation Operating System Support is defined as, but not limited to, the support required to maintain the workstation’s operating system. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-9 5. Network Support Network support is defined as, but not limited to, the support and knowledge to maintain all connections to the network(s), users, network bandwidth, etc. 6. Peripheral Device Drivers (e.g. printers, scanners) Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-10 4 SUPPORT PROCEDURE The support procedure is, as follows: COLQ 1. Problem occurs and is reported internally, at COLQ. 2. COLQ Technical Staff diagnoses the issue. If unsolvable, proceed to create an e- mail to be sent to Edgesoft. E-mail to include, but not limited to: i. Description of the problem in detail – including error codes and screen shots. ii. Action(s) taken. iii. Attachment of the file(s) that contain the error. iv. Attach log files, if available. v. Level of Reported Problem (LRP) as defined in Section 8. Note: Edgesoft Support Associate will require a VPN connection to the production system to troubleshoot and diagnose the anomaly. 3. Issue reporting. i. If problem occurs from 8:00 AM to 5:00 PM Pacific Standard Time, please send e-mail to and/or place call to Edgesoft at: E-mail: support@edgesoftinc.com Support: (310) 321-7658 ii. If problem occurs between 5:00 PM to 8:00 AM Pacific Standard Time, Monday through Friday, or anytime during weekends or holidays, please send e-mail to: E-mail: support@edgesoftinc.com Note: Contact information will be provided, when after hours and/or weekends and holidays scheduled (planned) services are required. Edgesoft 1. Once Edgesoft receives the e-mail and/or call, the following will occur: i. Incident will be logged for tracking purposes. ii. Incident will be assigned to an Edgesoft Support Associate. iii. Support Reference Number will be sent to the designated COLQ staff. 2. Edgesoft Support Associate will work with COLQ to resolve the issue. 3. Upon resolution, narrative detail of problem and resolution will be sent via e-mail, to COLQ. 4. Issue will be closed. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-11 5 BASIC UPGRADE PROCEDURE When a software manufacturer’s technology represented by Edgesoft, is integrated with eLMS, Edgesoft will receive the upgrade on behalf of COLQ and perform the following: 1. Review the enhancements and/or fixes created from the upgrade, as supplied by the software manufacturer. 2. Notify COLQ of the upgrade. 3. Explain the impact, if any, in reference to eLMS™. 4. Make a recommendation regarding whether it is in the best interest for COLQ to install the upgrade. 5. In the event that an upgrade is deemed beneficial, with minimal impact to the overall system, Edgesoft will send the upgrade and provide Basic Phone Support for the COLQ’s Technical Staff performing the upgrade. Such support (if required) will be debited against the pre-paid, support services hours (see Section 2.3) 6. In the event that an upgrade has new functionality, is considered beneficial, but will have a major impact to eLMS™, an action plan with estimated costs will be created and submitted to COLQ for approval. 7. When COLQ receives an upgrade for those software applications and programs not purchased from Edgesoft (see Section 3.3) but impacts eLMS™, COLQ must contact Edgesoft. In the event that COLQ deploys the upgrade without notice to Edgesoft and the deployment causes a failure in eLMS™, this action will be considered “out of scope” of the software maintenance agreement and potentially result in additional costs to COLQ. 8. Basic upgrades pertaining to third party software interfaces. a) When a third-party software vendor, represented by Edgesoft, issues an upgrade that has minimal impact to eLMS™, Edgesoft will maintain the same level of functionality within eLMS™ at no additional charge (see Section 2.2). b) In the event that additional functionality is added by the third-party software vendor, that represents a significant impact to the current eLMS™, Edgesoft will provide a cost estimate based on the procedures established in Section 2.2. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-12 6 RESPONSIBILITIES AND EXCLUSIONS 1. COLQ will be responsible for procuring, installing, and maintaining all telephone lines, communications and Internet interfaces, and all hardware at COLQ’s site, not specifically covered by this agreement. 2. COLQ must appoint a primary and secondary contact person for eLMS™, to engage in support calls. If contact persons change, it is the responsibility of COLQ to inform Edgesoft in writing, as to the change. 3. COLQ is required to establish, at a minimum, a procedure for Edgesoft Support Associate, or other authorized support providers and individuals, to remotely connect to the COLQ’s eLMS™. Edgesoft will not access the servers, unless authorized by COLQ. 4. COLQ is required to notify Edgesoft Support Associate of any and all changes to the operating system and/or environment, which may adversely affect the applications and systems covered by this agreement. 5. COLQ is required to follow the procedures for requesting support, so that Edgesoft can properly log the call to meet the response time established in this document. 6. COLQ will be responsible for system backup and backup certification. Certified backup is defined as the backing up and certification of all data in eLMS™, according to the procedures established by COLQ. Once the back up of all data is completed, a partial restore from the backup media is performed and the restored data is reviewed, so as to ensure the accuracy and completeness of the entire backup process. Note: Edgesoft is not responsible for ensuring that the back up process is performed or for the integrity of the back up data. 7. COLQ must create, maintain and update a Reference Log of COLQ processes, procedures, and problem resolutions. 8. COLQ must provide access to the Reference Log, as required by Edgesoft Support Associate. 9. COLQ must provide an e-mail destination to which Support Reference Number and problem resolutions will be submitted by Edgesoft. Primary Support Contact E-mail: __________________________ Secondary Support Contact E-mail: __________________________ 10. COLQ will ensure that COLQ’s staff assigned to the operation of eLMS™, as covered by this agreement, is fully trained. Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-13 7 PRICING 7.1 SUPPORT SERVICES The pricing option(s) for support services is, as follows: Description Pre-paid Support Services @ $187.50 per hour, minimum purchase of 400 hours for a total of $75,000 for every fiscal year. After 400 hours, the hourly rate will be $225.00, plus applicable travel charges Software Maintenance and Support Services Software Maintenance and Support Services Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-14 8 APPENDIX A - LEVEL OF REPORTED PROBLEM (LRP) Support calls reported by the Client will be dispatched to the appropriate Edgesoft Support Associate, based on the level of reported problem. 8.1 LRP 1 An LRP 1 call takes the highest priority at Edgesoft. An LRP 1 call is classified as an urgent call from the Client, whereby the production and operation of the system is reported as completely down. It is reported when the Client needs immediate attention from Edgesoft. When an LRP 1 call is placed to Edgesoft, the dispatch operator will immediately contact and notify the appropriate Support Associate. The Support Associate, or Support Manager, will contact the Client to determine the severity, cause and/or possible options. The Support Manager will then determine what resources and expertise are required and will expedite resolution as quickly as possible. The Support Manager will closely monitor and manage the resources until the LRP 1 call is completely resolved. It is important that the Client understands that an LRP 1 call takes the highest priority from all personnel at Edgesoft. Therefore, the Client must be conscientious when placing an LRP 1 call. LRP 1 calls are generally associated with major problems with the production system. 8.2 LRP 2 An LRP 2 call is defined as a priority call and is classified as urgent, but not critical. A typical LRP 2 call is when the application/system is operational; however, one of the business processes is inoperable. During an LRP 2 call, the dispatch operator will immediately contact the appropriate Support Associate. The Support Associate will attempt to resolve the problem via remote communications to the Client’s server. 8.3 LRP 3 An LRP 3 call is defined as a Client experiencing an application problem and requires attention from Edgesoft. 8.4 LRP 4 An LRP 4 call is defined as a Client having an application question. EDGESOFT SOFTWARE LICENSE PURCHASE AGREEMENT PARTIES: LICENSOR: Edgesoft, Inc. 1600 Rosecrans Avenue Media Center, Suite 54 Manhattan Beach, CA 90266 Email: info@edgesoftinc.com LICENSEE: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 AGREEMENT 1. Definitions. As used in this Agreement, including the Attachments hereto, the following terms shall have the following meanings. a. “Initial Installation” means the first instance of installation or loading of any portion of the Software onto Licensee's chosen computer, network or system, without regard to completion of modifications or other services to be performed under this Agreement. Software Maintenance and Support Services Software License Purchase Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-2 b. “Licensee Modifications” means any modification, enhancement or addition to the Software developed by or for Licensor especially for Licensee’s use or at Licensee's request. c. “Licensor Modifications” means any modification, enhancement or addition to the Software by or for Licensor, other than Licensee Modifications. d. “Material” as applied to the Software or an application, shall mean a significant or substantial alteration or effect on the function or output thereof, and “cure” as applied to a Material failure shall mean the provision of functional equivalent functions or means. e. “Specifications” mean the written (both hard copy and electronic text files) description of the functions, capacity, performance and features of the Software as delivered by Licensor to Licensee under this Agreement (including, without limitation, any such description in a response to RFP or RFI delivered by Licensor to Licensee, in a Licensor product brochure provided by Licensor specific to the Software, or in correspondence from Licensor to Licensee). f. “Software” means the version of the Edgesoft, Inc. software packages, applications and interfaces selected by Licensee, listed on Attachment A (each an “Application”), current at the time of signing this Agreement, and shall include any Licensee Modifications and Licensor Modifications provided by Licensor to Licensee. g. “User Materials” means all written and electronic documentation, manuals and materials provided by Licensor to Licensee for use in connection with the Software. 2. Grant of License. Licensor grants Licensee a non-transferable, non-exclusive license to use the Software and User Materials, on the terms and conditions set forth herein. a. Scope of License. Under the License granted herein Licensee may use, copy and distribute the Software (in machine-readable, object code form only) and User Materials to: (i) install, use and execute the Software on computers that Licensee owns or leases for purposes of serving Licensee’s internal business needs; (ii) support Licensee’s use of the Software under this Agreement; and (iii) transfer or copy the Software from one of Licensee’s chosen computers to another, store the Software's machine-readable instructions or data on a temporary basis in main memory, extended memory, or expanded memory of such computers as necessary for such use, and transmit such instructions or data through Licensee’s chosen computers and associated devices. b. License Restrictions. Licensee may only use the Software and User Materials within the limited scope set forth herein. In particular, and without limitation, Licensee agrees that Licensee and Licensee’s employees will not: (i) assign, sublicense, transfer, pledge or grant a security interest in, lease, rent or share Licensee’s rights under this License Agreement with any third party; (ii) reverse assemble, reverse compile, cross compile or otherwise adopt, translate or modify the Software; or (iii) Software Maintenance and Support Services Software License Purchase Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-3 refer to or use any portion of the Software or User Materials as part of any effort to develop any other software program. 3. Ownership; Proprietary Protection. This Agreement does not provide Licensee with title to or ownership of the Software, but only a right of limited use, except as provided for in paragraph 2.c. Licensor shall have sole and exclusive ownership of all right, title and interest in and to the Software and User Materials, all copies thereof, all derivative works, and all related material generated from the Software including material displayed on the screen such as icons, screen displays, etc. (including ownership of all copyrights, trademarks and other intellectual property rights pertaining thereto), whether created by Licensor or any other party, subject to the rights of Licensee expressly granted herein. 4. Confidential Information; Non-Disclosure. Licensee acknowledges that the Software and User Materials, and all underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and Licensor's methods of business and technical operation (collectively referred to as “Confidential Information”) are confidential and contain trade secrets. Licensee shall not use, disclose or cause disclosure of, or distribute any Confidential Information, directly or indirectly, without the prior written consent of Licensor, except that Licensee is authorized to disclose Confidential Information to Licensee's employees or agents as required for Licensee’s use of the Software as authorized by this Agreement or as required by Law, which obligation shall survive the termination of this License, to the extent allowed by law. Licensee shall indemnify Licensor for damages or costs incurred by Licensor as a result of the unauthorized use, disclosure or distribution of any Confidential Information by Licensee or any of Licensee’s employees or agents. 5. Fees. The fees payable by Licensee to Licensor under this Agreement shall consist of License Fees, and additional fees for specific services. If any portion of the Fees is paid through an installment note, any default under the terms of said note will constitute default by Licensee under this Agreement. a. License Fees. License fees shall be paid by Licensee solely in consideration of the License granted under this Agreement, and shall be invoiced and payable in the amounts and at the times in accordance with the Schedule of Fees set forth in Appendix D. License Fees are exclusive of Service Fees, and shall not constitute consideration or payment for set-up, implementation management, training and consulting, data conversion, modifications or maintenance. b. Fees for Services. Additional fees shall be paid by Licensee in consideration of set- up, implementation management, training and consulting, modifications, and data conversion, and shall be invoiced and payable in the amounts and at the times in accordance with the Schedule of Fees set forth in Appendix D. c. Maintenance Fees. Maintenance fees shall be paid by Licensee solely in consideration of those maintenance and support services described in a separate Software Maintenance Agreement between Licensor and Licensee. Software Maintenance and Support Services Software License Purchase Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-4 d. Taxes. As applicable by California law, Licensee is solely responsible for paying sales or use tax directly to the state via a use tax return. As applicable by California law, Licensee is solely responsible for state or local property or excise taxes associated with licensing, possession, or use of the Software or any associated services. Software will be provided via the Internet – no physical media (including but not limited to CD’s, tapes, manuals, etc.) will be shipped. 6. Licensee’s Cooperation. Licensee acknowledges that successful installation, implementation and use of the Software cannot be accomplished by Licensor’s efforts alone, and requires substantial effort and cooperation by Licensee personnel capable of properly using the Software. Both Licensor and Licensee shall at all times use their best efforts to actively participate and cooperate in data conversion, system installation, implementation, training and use, shall provide each other accurate and timely information, and shall afford each other reasonable access to information and facilities. All substantive communication between Licensor and Licensee will take place between Licensee’s project manager and Licensor’s project manager. 7. Acceptance Testing Period. Upon completion of implementation of each Application, Licensor shall give written notice to Licensee that installation of the Application at the Initial Installation site(s) is completed, and that Licensee has achieved live status as to the Application (such times also referred to as “go live date(s)” in Licensor’s project schedule, as shall be determined by the parties promptly after execution of this agreement). Licensee shall be deemed to have accepted the Application forty five (45) days after Licensor's notice, unless, during that thirty (30) day period (the “Acceptance Testing Period”), the Application fails to perform in accordance with the Specifications in some Material respect attributable to a defect in the Application or an act or omission of Licensor, and, by the end of the Acceptance Period, Licensee gives Licensor written notice of non-acceptance describing the failure in reasonable detail. If Licensee gives a proper notice of non-acceptance to Licensor, then: a. Investigation. Licensor shall investigate the reported failure. Licensee shall provide to Licensor reasonably detailed documentation and explanation, together with underlying data, to substantiate the failure and to assist Licensor in its efforts to diagnose, reproduce, and if necessary, correct the failure. b. Material Failure Found. If there exists a reproducible Material failure to perform in accordance with the Specifications attributable to a defect in the Application or an act or omission of Licensor, Licensor shall, within thirty (30) days (or such longer period as may be reasonable under the circumstances) after receipt of Licensee's written notice of non- acceptance, correct the failure so that the Application functions in Material conformity with the Specifications. Upon correcting the failure within such period Licensor shall notify Licensee in writing that the failure has been corrected and another Acceptance Testing Period shall begin in accordance with this Section 7. c. No Material Failure Found. If there was no reproducible Material failure to perform or the failure to perform was not attributable to a defect in the Application or an act or omission of Licensor, then Licensor shall give written notice to Licensee explaining its determination in reasonable detail, and Licensee shall have thirty (30) days to respond with additional documentation or written explanation regarding the failure. If Licensee provides such response, Licensor shall be afforded thirty (30) days to review the response and, if necessary, attempt to Software Maintenance and Support Services Software License Purchase Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-5 correct the failure. If Licensee does not provide such response within thirty (30) days, then Licensee shall be deemed to have accepted the Application as of the date of Licensor's notice. 8. Term; Default; Opportunity to Cure. This Agreement is effective as of the Effective Date and shall continue until terminated. The License shall terminate upon default, cancellation, repudiation or rejection of this Agreement by either party. A party shall be considered in default only if the party, thirty (30) days after receiving written notice from the other party identifying with reasonable specificity a Material failure to comply with any term or condition contained herein (including without limitation Licensee’s failure to pay any fees or charges due under this Agreement or any related Software Maintenance Agreement or service agreement, and Licensor’s breach of the limited warranty provided in Section 10), has not cured such failure or breach. For termination other than cause, either party shall give the other party 90 days written notice of intent to terminate. In the event of termination other than termination resulting from a default by Licensor, no License Fees or other Fees then paid or payable shall be waived or refunded, and any License Fees then unpaid shall be immediately payable in full. In the event of termination resulting from a default by Licensor, Licensor shall pay to Licensee the amount of fees paid per this Agreement, Appendix D. 9. Support and Maintenance. Support and maintenance of the Software is not included in this Agreement or the License Fees or Service Fees paid hereunder, but is purchased through a separate Software Maintenance Agreement. 10. Limited Warranty. Licensor warrants that it has title to the Software and that it has full authority to grant this license to Licensee. Licensor also warrants that, as to each Application, for a period of thirty (30) days from the date of Licensee’s acceptance of the Application, the Application will function in Material conformity with the Specifications. If during this period, Licensee notifies Licensor in writing that the Software is not performing substantially in accordance with the Specifications and Custom Specifications, giving reasons for so claiming, Licensor will examine the Software within seven working days of receiving notice and, as soon as practicable, not to exceed 15 days, repair or replace the Software such that it complies with the Specifications and Custom Specifications. This warranty does not operate where the substantial non-performance arises in any respect from either the installation of the Software by unauthorized personnel or the use of unauthorized equipment, materials or third-party software. Licensor makes no warranty regarding the usability or convertibility of any of Licensee’s data, the suitability of the Software for Licensee’s needs, or any performance problem, claim of infringement or other matter to the extent attributable to any use or modification of the Software, or combination of the Software with any other software or computer program or communications device, not expressly authorized by Licensor in writing. Determination of breach of the foregoing limited warranty or default under this Section 10 shall be subject to the notice and cure provisions of Section 8, and upon receipt of written notice of breach of warranty Licensor shall be afforded a period of thirty (30) days to cure the reported Material defect, failure or other breach. Licensee agrees that the foregoing limited warranty is in lieu of all other warranties of Licensor and Licensor disclaims all other warranties, express or implied, including without limitation any implied warranty of merchantability, fitness or adequacy for any particular purpose or use, quality, productiveness or capacity, or that the operation of the Software will be error-free. Software Maintenance and Support Services Software License Purchase Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-6 11. Limitation of Remedies and Liability. The cumulative liability of Licensor to Licensee for all claims relating to the Software and any services rendered hereunder or in any related service or maintenance agreement, arising under or relating to this or any related agreement or warranty (including without limitation the limited warranty provided pursuant to Section 10), or otherwise in contract, tort, strict liability, indemnity or any cause of action whatsoever, shall in all events be limited to the total amount of the Fees paid to Licensor under this Agreement for the relevant Application(s) and related services. In no event shall Licensor be liable for any consequential, indirect, special or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), whether arising out of contract, tort, warranty or otherwise, even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability shall apply regardless of the success or effectiveness of other remedies. The Fees herein and terms hereof have been agreed to by Licensor in reliance on the allocation of risk and limitation of liability set forth in Section 10 and this Section 11. 12. Modification; No Waiver. The terms of this Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. No waiver by either party of any breach of any term or condition hereof shall be effective or enforceable unless made in writing signed by the party, and no waiver shall be interpreted as a continuing waiver or a waiver of any future obligation. Software Maintenance and Support Services Software License Purchase Agreement between December 9, 2020 City of La Quinta and Edgesoft, Inc. Page M-7 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. EDGESOFT, INC. CITY OF LA QUINTA By By Name: Shan Sundar Name: _____________________________ Signature: ___________________________ Signature: __________________________ President / CEO Title: _____________________________ Date: _________________________ , 2020 Date: _________________________ , 2020