XC2 Software/Utilities/7,000 %C4 Software. LLC
Utilities -2013
Appropriation#01-7360-02; P.O. #S03036
Contract Not To Exceed $7.000.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES g�� A
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THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety ("City"), and XC2 Software, LLC, an entity duly authorized to do
business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 01-7360-02 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Seven Thousand Dollars ($7,000.00) (the "Estimate"). Vendor shall submit an
invoice to City no more than once every thirty (30) days detailing the Goods and Services provided
to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60)
days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent
such Goods and Services are not disputed, are in conformance with the specifications set forth in
Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B,
and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and/or quotations regarding same as were provided to
Vendor by City and/or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use
and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
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• XC2 Software, LLC
Utilities- 2013
Appropriation#01-7360-02: P.O. #503036
Contract Not To Exceed$7.000.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7, LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
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XC2 Software. LLC
Utilities -2013
Appropriation#01-7350-02: P.O.#503035
Contract Not To Exceed$7,000.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E-VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E-Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
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' ,XC2 Software. LLC
Utilities -2013
Appropriation#01-7360-02; P.O.#503036
Contract Not To Exceed $7,000.00
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: John Duffy Carmel, Indiana 46032
If to Vendor: XC2 Software, LLC
122 Taylor Drive
Fairfax, CA 94930
Telephone:
E-Mail:
ATTENTION:
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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XC2 Software. LLC
• Utilities-2013
Appropriation#01-7360-02; P.O. #S03036
Contract Not To Exceed $7,000.00
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2013 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
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• XC2 Software. LLC
Utilities-2013
Appropriation#01-7360-02; P.O.#503036
Contract Not To Exceed $7,000.00
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA XC2 Software, LLC
by and through its Board of Public
Works and Safety
By: By:
' an
lames Brainard, Pre•idirtg officer Authorize$Wature
Date • • al 4k e
/ 'a Printed Name
Mary A n urke, Memo r _ / C v n
Date: - — I 1Q %�ol
Title
Lori S. Watso(t, em4er FID/TIN: .20 — s3 g S
Date: q 3 3
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: � �1 3
Diana Cordray, IAMC, . erk-Treasurer
Date: `7— 3 ( 3
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J° XC2 Software
License and Warranty
's►-= -- Revised: June 18, 2012
THIS LICENSE AND WARRANTY IS A LEGAL AGREEMENT BETWEEN YOU (EITHER
AS AN INDIVIDUAL OR ENTITY)AND XC2 SOFTWARE,LLC. ("LICENSOR"). BY USING
THE PRODUCT SHIPPED WITH THIS LICENSE AND WARRANTY, YOU ACCEPT AND
AGREE TO THE TERMS HEREOF. IF YOU ARE NOT WILLING TO BE BOUND BY THE
TERMS OF THIS LICENSE AND WARRANTY, YOU SHOULD RETURN THE PRODUCT
TO LICENSOR IN ITS ORIGINAL PACKAGING AND REMOVE ANY PORTION OF THE
SOFTWARE INSTALLATION FROM ANY AND ALL DRIVES WITHIN FIFTEEN (15)DAYS
OF PURCHASE,AND YOU WILL RECEIVE A REFUND OF YOUR MONEY.
1. Definition of Product and Software. As used herein, "Software" means the XC2 software shipped
with this License and Warranty.
2. General. UNDER THE TERMS OF THIS LICENSE AND WARRANTY, THE SOFTWARE IS
LICENSED (AND NOT SOLD) TO YOU. LICENSOR IS WILLING TO LICENSE THE SOFTWARE
TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS
CONTAINED IN THIS LICENSE AND WARRANTY.
3. License Grant. Licensor hereby grants to you, and you hereby accept from Licensor, a non-exclusive,
nontransferable license to install, execute, and use the Software either(i) on the single computer for
which Licensor has provided you a license or on a Multi-User(Client/Server) system for which the
Licensor has provided a multi-user license. Concurrent users are limited by the license provided. All
rights in the Software shall remain the property of Licensor or its licensors, if any. You shall not make
any modifications to the Software without Licensor's prior written consent. You shall not reproduce the
Software except to the extent strictly necessary for proper use of the Product; provided, however, that
you may make an archive copy of the Software. YOU SHALL KEEP THE SOFTWARE AND ANY
OPERATING MANUALS OR USER DOCUMENTATION ASSOCIATED THEREWITH IN
CONFIDENCE AND SHALL NOT DISCLOSE OR PROVIDE ANY ASPECTS, SCREEN SHOTS,
VIEWS OR FUNCTIONS OF THE SOFTWARE, MANUALS OR DOCUMENTATION TO ANY
OTHER PARTY WITHOUT SPECIFIC WRITTEN CONSENT BY LICENSOR . You may not cause,
permit or suffer the Software to be reverse engineered, disassembled or decompiled, rented, or offered
for sale or other means of transfer or disposition, nor shall you develop software that performs the
functions of the Software. So long as you comply with all terms of this License and Warranty, the
license granted hereunder shall be perpetual. The license shall, however, in all events automatically
terminate upon the sale or other transfer of the Software and/or in the event of the permanent
discontinuance of the use of the Software by you, and the use of the Software by any purchaser or other
transferee from you will be conditioned upon the grant of a new license in respect thereof by Licensor.
4.U.S. Government Restricted Rights. The Software and related documentation are "restricted
computer software" as defined in the Commercial Computer Software Restricted Rights clause at 48
CFR 52.227-19 provided with "Restricted Rights." Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraphs (c)(1) and (2) of that clause.
A^
XC2 Feature Template 800.761.4999 Page 1 03 (k
5. Licensor's Rights. You acknowledge and agree that the Software is a proprietary product of Licensor
protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest
in and to the Software, including associated intellectual property rights, are and shall remain with
Licensor. This License and Warranty does not convey to you an interest in or to the Software, but only a
limited right of use revocable in accordance with the terms of this License and Warranty.
6. Limited Warranty.For a period of 12 months from date of delivery, Licensor warrants that the
Software will substantially conform to the applicable Licensor published specifications. This limited
warranty extends only to Customer as the original licensee. LICENSOR DOES NOT WARRANT
THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS. LICENSOR DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. In no event does
Licensor warrant that the Software is error free, that Licensee will be able to operate the Software
without problems or interruptions, or that it will be compatible with the Licensee's own equipment and
software configuration. During the limited warranty period you will be entitled to receive software fixes
and updates to the software that Licensor releases and makes commercially available and for which it
does not charge separately, subject to the procedures for delivery to purchasers of Licensor's products
generally. This warranty does not apply if the software (a) has been altered, except by Licensor, (b) has
not been installed, operated, repaired, or maintained in accordance with instructions supplied by
Licensor, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or
accident, or (d) is used in ultra hazardous activities. Some jurisdictions do not allow the exclusion of
implied warranties or limitations on how long an implied warranty may last, so the above limitations
may not apply to you. This warranty gives You specific legal rights. You may have other rights which
vary from state to state. The foregoing warranty shall not apply to defects resulting from improper or
inadequate maintenance by you, or software supplied by you, or interfacing, or unauthorized
modifications, or misuse, or any component comprising the Software, has been altered in any way from
its original installation. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE OR
LOST BUSINESS, REVENUE, OR GOODWILL) ARISING IN CONNECTION WITH THIS
AGREEMENT, THE PRODUCT AND/OR THE USE THEREOF, UNDER ANY THEORY OF TORT,
CONTRACT, STRICT LIABILITY OR NEGLIGENCE, EVEN IF LICENSOR HAS BEEN
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ANY DAMAGES WHICH MAY BE ASSESSED UPON LICENSOR FOR
ANY REASON EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE. ANY
ACTION AGAINST LICENSOR MUST BE COMMENCED WITHIN ONE(1) YEAR AFTER THE
CAUSE OF ACTION ARISES.
XC2 Software, LLC 800.761.4999 Page 2 U I I
8.Indemnification. Licensor agrees to defend, indemnify and hold you harmless from and against any
claim, suit, demand, or action alleging that the Software or any component thereof infringes a copyright,
trade secret, or any other proprietary right of any third party recognized under the laws of the United
States, and Licensor shall indemnify you against all costs, expenses, (including reasonable attorney's
fees), and damages arising from any such claim, suit, demand, or action; provided, however, that: (i) you
shall have given Licensor prompt written notice of such claim, suit, demand, or action; (ii) you shall
cooperate with Licensor in the defense and settlement thereof; and, (iii) Licensor shall have control of
the defense of such claim, suit, demand, or action and the settlement or compromise thereof If a
temporary or a final injunction is obtained against your use of the Software or any portion thereof by
reason of an infringement of a U.S. copyright, trade secret, or other proprietary right, Licensor will, at its
option and expense, either(i) procure for you the right to continue using the Software or(ii) replace or
modify the Software or such infringing portion thereof so that it no longer is infringing, so long as the
utility or performance of the Software is not adversely affected by such replacement or modification.
Licensor shall have no liability to you for any infringement action or claim that is based upon or arises
out of the use of the Software or any component thereof in combination with any other system,
equipment, or software in the event that, but for such use, the claim of infringement would not lie.
9. No Assignment. This Agreement shall not be assigned in whole or in part by either party without the
prior consent of the other, that shall not be reasonably withheld, and any attempt by either party to so
assign this Agreement shall be invalid. However, either party may assign this entire Agreement to a
parent, subsidiary or affiliated company of that party without the consent of the other party.
10. Termination.
The term of this Agreement shall remain in force for the duration of the licensing period. This
Agreement may be terminated with 30 days written notice by XC2 Software, LLC if Customer breaches
or fails to comply with any of the terms and conditions of this Agreement. Customer will have 30 days
from receipt of written notice to cure any terms or conditions that are in breach of or out of compliance
with this agreement. Upon termination, customer shall immediately remove and destroy all copies of the
Software or any part thereof Upon XC2 Software, LLC request, Customer will certify to XC2 Software,
LLC that all complete and partial copies of the Software have been destroyed or returned to XC2
Software, LLC. The provisions of this Agreement, other than the license grant contained in Section 3
("License Grant") shall survive termination.
11. Tax Liability.
Customer is responsible for paying any sales or use tax imposed at any time whatsoever on this
transaction.
12. Governing Law. This Agreement shall be construed in accordance with the State of California
without giving effect to California's conflict of law principles
113. General. Any term of this Agreement may be waived in writing by the party entitled to the benefits
thereof. No waiver of any condition or breach shall be deemed to be a further or continuing waiver of
such condition of breach. Delay or failure to exercise any right or remedy shall not be deemed the
waiver of that right or remedy. Any provision of this Agreement, which shall be determined by a count
of competent jurisdiction to be invalid or unenforceable, shall be severed from this Agreement without
invalidating the remaining provisions thereof. This Agreement represents the entire agreement between
the parties with respect to the Software and supersedes any prior agreement between the parties. Any
modifications of this Agreement shall be in writing and signed by the parties. No agent or employee of
Licensor is authorized to make any representation binding on Licensor unless the representation is in
writing and signed by an authorized officer.
XC2 Software, LLC 800.761.4999 Page 3% t(
Maintenance/Support Agreement
Maintenance(Software Updates) and Support is provided on a contract basis.
Maintenance and Support is available for terms of 1 to 5 years.
XC2® Software Maintenance/Support Includes:
Basic XC2 Maintenance/Support will be made available to Customer throughout the contracted term at the price
quoted.
Basic Technical Support for the use of XC2 will be provided by XC2 Software, LLC technical staff between the
hours of 7:00 AM and 4:00 PM Pacific Time. In the event that a technical support staff member is not immediately
available, a technical staff member will respond within 24 hours. This time is usually much less and averages
between 1 and 4 hours.
Technical support is available by telephone (Toll-Free in U.S.), fax, email and Webex remote support.
The basic XC2 Technical Support program provides technical assistance regarding the direct use of XC2 to
manage the customers programs, e.g., backflow prevention, hydrant management, valve maintenance, meter
testing, etc. This includes all functions and features listed in the XC2 Manuals, including:
Installation and updates to Software
Adding/modifying records, Devices, Facilities, Tests, Surveys, etc.
Searches(Query)for lists of records
Sending Letters, Follow-up Letters
Printing: Test Forms, Envelopes, Labels, Reports, etc., including "Quick Reports" and Exporting
Administrator Setup, Preferences and Resource Setup
Creating and modifying merge letters, setting up automatic notices
Includes updates to XC2 Software, available by web download
Includes upgrades to embedded XC2 Client/Server database engine
Updates:
NOTE: Updates to XC2 Software will ONLY be available via a download from the XC2 Website:
Exception: This does not apply to any U.S. Government Agencies needing an update CD due to security restrictions
for downloading from websites.
California Customers will no longer be charged Sales Tax for the maintenance portion of their contract provided no
tangible material, e.g. CDs, written manuals, etc. are provided to customer.
California customers needing an update CD may be subject to sales tax.
XC2 Software, LLC 800.761.4999 Page 4 cb (
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FSE/Grease Trap Inspection Report
City of Snoqualamish, WA
MacKenzie River Pizza Co. Schedule Code
Service Address 11596 Westfield BLVD Acct Number 1234546789
Carmel IN 46032
Generator Type Full Service Restaurant Mfr
Location Under 3 Bay Sink Type GGI
Contact Name Michael Shuel Ph: Size 35
Map Page Emergency Ph: Permit Num
Last Application
Last Pump Out
Maint. Freq 21
Inspection Results Inspection Type Grease Trap
Condition: Oil in Sample
Temp 105 ❑ ❑ ❑
pH 7.0 Sample Well Visible Oil and Grease Emulsified Oil and Grease
Sample Info Qty Samples 4
Grease Generating Equipment Peak Flow:
Type Qty Flow Tot Location Depths
Restaurant- Hand Sink 1 Grease
Grill 1 Water
Garbage Grinder Solids
Dishwasher- Up To 30 Gall 2
Dishwasher- Up To 100 Ge
Dishwasher- Double-Comp
CommentsNiolations
OK Not OK NA Corrections
Walls and Bottom in Good Condition X
Inlet/Outlet Pipes Intact X
Baffle Intact and Unobstructed X
Cover Secure&in Good Condition X
Records Kept On Site X
Interceptor Odor X
Visible Oil and Grease Present X
Emulsified Oil and Grease Present X
Inspector Name: Art Sanders Date of Inspection: 04/17/2013
8:49 AM
Owner/Manager Signature: Time of Inspection: 6 0 ( f
o XC2 Software, LLC Proposal
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Proposal Date:
�a a±-...1_ Fairfax,CA 94930 P a°r 1 rS 9111.3
800.761.4999-415.456.9200 Honored Through: Jun 15. 2013
Cat FAX: 415.258.9561 Terms NET 30
info @xc2software.com New Customer
„Quote For _ ..{, .t __: .. .,, ,h-,:c.-rr,-,» -a: 5_. ..,s.;: ,_ h a .. . .y 71;f2/11;.
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City of Carmel, IN XC2 FOG & Backflow Prevention Software Proposal
Carmel, IN
Terry Krueskamp
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XC2-01-FOG-PRO-XXX XC2®Single User FOG PRO
(Grease Trap) Management Software $1,800.00
Tracking up to 300 FOG Sites -Limit(Upgradable at any time)
XC2®Single User FOG PRO (Grease Trap) Management Software
Install on a Single Computer Only
XC2-OX-FOG-PRO-XXX XC2®Client Server FOG PRO - 1 "Concurrent" User
(Grease Trap) Management Software $3,350.00
Tracking up to 300 FOG Sites - Limit(Upgradable at any time)
XC2®Client Server FOG PRO (Grease Trap) Management Software
IMPORTANT: Requires installation on a ServerNirtual Server
Be sure to coordinate with your IT Dept. that you have the necessary hardware and resources.
My access from multiple workstations, but only 1 at a time
Additional User License available
DATA-CONVERT Convert Existing Data -ESTIMATE ONLY $500.00
Data Conversion/Import From Your Existing System
Cost Based Upon Structure of Your Existing Data and Which Items You Choose to Have Converted.
XC2 Will Need a Copy of Your Current Data in Its Entirety to Quote a Firm Price On Data Conversion.
NOTE: Data Conversion will only convert the data as it is in your current system.
We will convert the data that we are given. If the data given is not accurate, incomplete or in any other way
requires additional work due to the quality, accuracy, completeness, consistency or otherwise, this will incur
XC2-SYNC-01 XC2 DataSync -Single Remote System License $2,500.00
Data Synchronization Option
1 Remote Computers `, "
Additional Remote Users require additional license \ "S
,,,,,,******************************************,****************** `,
Synchronization of Data Entered in Field with Master System.
Data entered in Master System will be sent to remote system.
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Communication is performed via"Web Services"
i
NOTE: REMOTE SYSTEMS MAY NOT GENERATE "NOTICES" (i.e. Letters) A)
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"**CONFIDENTIAL***
PROPOSAL AND PRICING DETAILS ARE CONFIDENTIAL AND NOT TO BE SHARED WITH ANY 3RD PARTY Ft ki
XC2 Software, LLC/City of Carmel, IN 800.761.4999 www.xc2software.com -
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•
1\14 ice'A XC2® FOG PRO (Fats, Oil & Grease) Software
XC2® FOG PRO VERSION
FSE/FPE/FOG Grease Traps/Interceptors-Waste Transport Companies-Disposal Sites-Transport Vehicles
Generator Permits-Notices-NOVs-Personnel Management-Inspectors, Drivers, Sampling
Inventory and Maintenance Scheduling and Tracking-Inspection Scheduling and Tracking
j Extensive Reporting Capabilities
functions:
Administrator Configurable Lookup Tables, Preferences and Defaults, Renameable Fields&Tables. User
Modifiable Notices, User Report Editor, Exports. Automatic Backup Scheduler.
Extensive I • Configure entry requirements
Administrator • Multiple Screen Types to choose from
Configurations / • Set Defaults for entry
Settings: • Written Notifications
• Configure what items you want on a screen
Organize Facility • Contacts,Addresses, Phone&Fax numbers
Information • Type of Business, Number of Meals Served, and Hours of Operation
Such As: • Phone Call Notes
• Written Notifications
•
Manage FOG ° Type, Size, Grease Generated from Each piece of Equipment with Summations per Facility
Generator • Grease trap or Interceptor Type and Size
• Cleaning, Inspection and Maintenance Schedules
Data:
• Violations,Permits, Certificates, Insurances
• Monitoring Locations
Track Pumping
• Audit Trail of Waste Pumped and Disposed
Information • Hauling and Disposal Companies
Including History • Vehicle Information, Size, Type
of Clean-Outs: • Certificates, Permits, Insurances
•
• Personnel •
Schedule and • Sample Data, pH, Temperature
Track • Biological and Visual Information and Comments
Inspections: • Grease-Generating Equipment
Send Pumping Due • Automatically Track Compliance
• Send Follow-up Notices on Time
Notifications, •
Send Notices to Generators for Pumping Notification
Violation Notices: • Send Notices to Haulers for Permit Renewals
Includes Embedded SQL Server Engine
Updates/Support: Includes User/Installation/Administrator Manuals in Electronic Format
Includes User/Administrator/Installation Support
Includes One year Maintenance and Support via phone,fax, email and Remote via Webex
Includes updates to the base XC2 Software Database Engine
NOTE: See Maintenance and Support Agreement for included and excluded items
A
—
y S XC2® Remote Entry Option
Remote CECOLa
Inspections, Lookups
Use XC2 Remotely/Mobile
Synchronize
Licensing based upon number of distinct remote systems. Additional remote computers will
at the Office: I require additional license.
(Special Setup and certain Admin Functions may be performed on Master System only)
NOTES: Software program included only. Hardware(Laptops, Tablet PC's) not included, nor
available from XC2 Software. XC2 Remote Entry only works on computers with a full
Windows operating system, XP,Vista or Windows 7.
XC2 Remote Entry does not work on small handhelds, Blackberry, Palm, Windows
Pocket PC or other systems which do not have a full Windows Operating System.
Minimum Screen resolution is 800 x 600.
•
Lookup and Enter ! • Modify Customer or Site Info
information on • FOG/Grease Interceptor • Synchronize data with the main
Inspections system when the network is
your laptop, home • Backflow Test Results available
PC or tablet PC: • Backflow Surveys and • Synchronize multiple remote
Inspections systems
• Schedule Survey Result notices • New or Modified Data on the
to be printed "Master'System will be
• Meter Test Results transferred to remotes upon
"Synching"
• Hydrant Flow Test Results , • Synch over Wireless, Internet,
• Valve Exercising Information LAN,WAN
• Enter Work Orders,
Installations, Replacements,
etc.
Can be used with
XC2 Server or Synchronization of Data Entered in Field with Master System.
Data entered in Master System will be sent to remote system(s).
XC2 Standalone:
Setup will be I XC2®Remote Entry-Initial Set Up
Setup will be performed by XC2 technical support staff.
performed These functions cannot be administered by your own staff.
remotely by XC2:
Communication is performed via "Web Services".
Requires Network/Internet Access to Master System computer set up as a
"Web Server", using XC2's web server capability. Can be set up using "proxy"
'with IIS, Apache, etc.
XC2®Remote Entry option requires XC2 Server Software. Not available on
Single User Systems.
4
On-Site XC2® Software Setup and Training
Consultation/Implementation/Configuration/Training(f`.71DB Administrator,Oa&GB
Consultation: • Discuss Needs and Processes
• Create Implementation,Training Plan-Customized to your organization
Implementation: I • Install XC2 Server on Server Machine and XC2 Client on Client Machines
• Install XC2 Data on Server
° Connect XC2 Client to Server Machines
• Set up Backup Scheduler
Configuration: Configuration and setup of Administrator level functions and preferences
Work with Program Administrator to set up Users, Notices, System Preferences and Defaults
Customer to • REQUIRED: 1)Training Room,2)Computers for ALL Trainees,3)LCD Projector
Provide: (1280x800 Resolution),4)Projection Screen,5)White Board and Markers,6)Server(if
Client/Server system). Please confirm that ALL items are available.
Training Details: • Computers should be able to accommodate user's ability—i.e. laptops should have external
keyboard and mouse unless user normally uses the keyboard on the laptop.
• We STRONGLY suggest having only the main users in the training room. Too many secondary
users can significantly slow down the training process for all users.
I • There is no"standard"training. It is customized for your organization.
• Having a list of items beforehand that you want to be sure to cover is always the best way to get
the most out of training time.
• It is highly recommended to provide an ample qty data sheets, notices,test forms
inspection forms,etc,that have actual real information. This will greatly improve the
success of the training.
• INCLUDES All Travel/Accommodation Expenses-1 month lead time required to schedule.
Essential and In order to have a successful training for the basic and advanced functions of XC2 Software,
Critical Notes: it is necessary to have the data that is being used to be set up properly,and cleaned up
beforehand.
Setup items include such things as lookup tables, screen options, notices setup and other
administrative options. Lastly,the data must be clean of numerous duplicate records, invalid
records and conflicting information.
"Data Cleanup"can be a time-consuming process. But to try and implement a successful training
without the data being in order in the first place can be a waste of time for all involved, and at worst,
confusing for the trainees.
It may be necessary to schedule time to work with the program manager before the actual training
occurs,to setup the system as needed, and to perform any needed data cleanup. This can be
scheduled in the immediate day(s)before the training or at some previous time.
XC2 is designed to work out of the box. However, if there has been data conversion from another
system, or if the training is for an existing XC2 system that has been in place for some time, it is
highly possible that the data may well need some"massage" in order to have the system work
effectively.
It is very important to take these factors into consideration when scheduling a training. We are
happy to review your current data and make recommendations for what is needed. Some
cleanup can certainly be performed by your staff,without assistance from XC2 staff. Other items
may well require the assistance of XC2 staff at a scheduled time. We are happy to provide this
service if needed.
(o (lb ((
177:� XC2 System Requirements
Minimum Requirements Recommended Requirements
MS Windows Server 2003 (Server) Windows Server 2008r2
(also WS 2008 SP1/SP2)
System OS MS Windows XP (Workstations) NOTE: XC2 Server TCP Port Ws:
MS Windows Vista (Workstations) 19813 & 19814
MS Windows 7/8 (Workstations) SQL Server Portfl:19812
2.0 GB (Server) 4.0 GB or More (Server)
Memory (RAM) 1.0 GB (Workstations -XP) 4.0 GB or More (Workstations)
2.0 GB (Workstations-Vista/Win 7/8)
Data Space is dependent upon
size of file
300+ Mb for Program — (Server) Hard Drive should hold Minimum 1
4.0 GB or More Suggested GB+ 4X Size of Data File.
Hard Drive Space Ample disk space is recommended
300+ Mb for Program — (Workstations) 5-10x min requirements.
2.0 GB or More Suggested Second physical hard drive on
same CPU for Automatic Primary
Backup Purposes
CD/DVD Drive Suggested CD/DVD Burner for transferring
large data files for analysis
Monitor 800 x 600 Resolution or greater 1280 x 800 or greater
Networking 10/100 Network Card 10/100/1000 Network Card/LAN
Fiber if over WAN
Technical Support Dial-up is not adequate
Remote Assistance High Speed Internet Connection Cell Phone Network Cards may
not be adequate
Additional Hardware Laser Printer- Notices and Reports
Other UPS Battery Backup
Off-Site Backup Capability
Windows 95, 98, Millennium, NT,
XP Home, Vista Home
NOT Recommended
Cell Phone Network Cards for
Network Connections
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EXHIBIT D
AFFIDAVIT
a n d £fl9/ , being first duly sworn, deposes and says that
he/she is fan iar witIAnd has pe sonal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. 1 am now and at all times relevant herein have been employed by
XV 9. 0 t/A/14-2 ! LJ {--- (the `Employer")
in the position of O (��'� D�
( l H 1 {2 e 1
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Cannel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the i q1"- day of 094 , 20(.
aaI
Printed: a. il 41 Pir
it
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
Printed: ?no, -