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HomeMy WebLinkAboutRES 23-113RESOLUTION NO. 23-113 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT- THAT the City Manager be and is hereby authorized to purchase sever hosting for the Cityworks and ArcGIS servers by NewEdge Services, LLC, of Frisco, Texas in the amount of $106,000.00, which includes the one-time implementation fees of $11,000.00. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 25th day of April, 2023. i -Mayor Robin Mouton Date: May 18, 2022 Customer: City of Beaumont 801 Main St Beaumont, TX 77701 Quoted By: Brad Daugherty 469-766-3732 bdaugherty@newedgeservices.com NewEdge SERVICES. LLC Item Description Total Fee 1.0 On -Premise to Cloud Hosted Solution Migration $3,500 NewEdge will transition the City of Beaumont's Cityworks AMS, Cityworks PLL and related applications from City servers to the NewEdge Cloud. NewEdge will install and configure the Cityworks system components in the NewEdge Cloud along with a copy of the existing database. After thorough testing, NewEdge will migrate the Cityworks database and applications to the NewEdge Cloud. The migration will be performed outside of office hours and scheduled to best meet the client's needs. 2.0 Cloud Hosting $50,000 NewEdge will host the City of Beaumont's Cityworks AMS, Cityworks PLL and Annually related applications on multiple cloud servers and provide all administration, including: hardware, software (Cityworks, SQL Server), and database administration. City staff and the public (where allowed) will have access to Cityworks through the cloud but the City will NOT be responsible for administering any aspect of Cityworks, except as desired by City staff. Users with administrative privileges will have access to the Designer module of Cityworks. The Hosted solution includes: • 2 Desktop Workspaces 0 250 GB o Provides remote desktop access for users to access Designer, report creation or modifications, GIS edits, or GIS configuration changes. o Will utilize City's Esri and Cityworks license • Application Server 0 500 GB o Data drive to house Cityworks o Will utilize City's Esri and Cityworks license • Database Server o 30 GB database size o Hosts the Cityworks and Esri Geodatabase o SQL Server included • Cityworks Test Environment • 1 major software upgrade annually, performed outside office hours. Upgrades will only be performed with client approval and scheduled accordingly with the client to best meet the client's needs. • Minor software upgrades/patches will be applied at client's discretion, performed outside office hours • All servers are fully backed up nightly, including operating system and data drives, and backups are retained for 8 days • Operating system patches and updates will be made during maintenance windows on the 1 st Saturday of the month @ 8:00 UTC. Patches and updates will be tested prior to installation on production. • All GIS and/or Cityworks support outside of system administration will be billed through a separate hourly support contract. The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 9191 Kyser Way. Sulte 103 1 Frlsco. TX 75033 1 v: 469.888.5044 1 f: 214.705.15731 1 www.newedgeservlces.com EXHIBIT "A" NewiEdae Client Responsibilities • The above Cityworks environment requires a hosted ArcGIS Enterprise environment or for the City to provide GIS services that can be consumed by Cityworks from the NewEdge cloud. • The above cloud environment will utilize the client's Cityworks ELA and ArcGIS Enterprise license (GIS licensing is depended on desired architecture). Maintenance for the Cityworks and GIS software would be paid by the client to Azteca, Inc. and Esri, respectively. • The client is responsible for local hardware (desktops, laptops, servers, mobile devices, etc.) and internet connectivity. Special Terms and Conditions Amazon Web Services, Inc. Client acknowledges that hosting services originate with Amazon Web Services, Inc. ("AWS") and that both NewEdge and Client are bound by the terms that govern AWS products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by AWS to NewEdge and agrees to comply with the terms and conditions that govern AWS products and services and that govern the relationship between NewEdge and AWS as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. AWS Customer Agreement applicable to all AWS offerings provided by NewEdge. https.-Ilaws.amazon.com/agreementl b. Amazon EC2 Service Level Agreement applicable to Amazon Elastic Compute Cloud ("Amazon EC2") and Amazon Elastic Block Store ("Amazon EBS") offerings. h ttps:lla ws. amazon. comlec2lslal c. Amazon Relational Database Service ("Amazon RDS") https.-Ilaws.amazon.com/rdsls/a/ Environmental Systems Research Institute, Inc. (Esri) Client acknowledges that hosting services utilize licensed products from Environmental Systems Research Institute, Inc. (Esri) and that both NewEdge and Client are bound by the terms that govern Esri products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by Esri to NewEdge and agrees to comply with the terms and conditions that govern Esri products and services and that govern the relationship between NewEdge and Esri as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. Esri Master Agreement http://Www.esri.com/ /media/Files/Pdfsllega//Pdfslm/a_e204_e300/ english. pdf b. Esri Legal Information htta:llwww.esri.com/legal/software-license The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, I.I.C. 9191 Kyser Wog. Suite 103 1 Frisco. TX 75033 1 v: 469.888.5044 1 f: 214.705.15731 1 www.nowedgeservices.com NewEdge SERVICES. LLC Azteca Systems, Inc. (Cityworks) Client acknowledges that hosting services utilize licensed products from Azteca Systems, Inc. (Cityworks) and that both NewEdge and Client are bound by the terms that govern Cityworks products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by Cityworks to NewEdge and agrees to comply with the terms and conditions that govern Cityworks products and services and that govern the relationship between NewEdge and Cityworks as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client through the Clients MyCityworks.com login. The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 9191 Kyser Way. Suite 103 1 Frisco. TX 75033 I v: 469.888.5044 I f. 214.705.1571 I www.newedgeservices.com Date: May 18, 2022 6611'. Customer: City of Beaumont New -Edge 801 Main St SERVICES, LLC Beaumont, TX 77701 Quoted By: Brad Daugherty 469-766-3732 bdaugherty@newedgeservices.com Item Description Total Fee 1.0 On -Premise to Cloud Hosted Solution GIS Migration $7,600 NewEdge will transition the City of Beaumont's ArcGIS Enterprise from City servers to the NewEdge Cloud. NewEdge will install and configure the Esri Enterprise components (ArcGIS Server, enterprise Geodatabase, Portal for ArcGIS, and ArcGIS Data Store) in the NewEdge Cloud. After thorough testing, NewEdge will migrate the enterprise geodatabase and any web mapping applications to the NewEdge Cloud. The migration will be performed outside of office hours and scheduled to best meet the client's needs. 2.0 Cloud Hosting $46,000 NewEdge will host the City of Beaumont's ArcGIS Enterprise on multiple cloud Annually servers and provide all administration, including: hardware, software (Esri and SQL Server), and database administration. City staff and the public will have access to select GIS mapping web / mobile applications through the cloud but the City will NOT be responsible for administering any aspect of ArcGIS Enterprise, except as desired by City staff. GIS data edits will continue to be performed by City personnel through services published from the cloud environment. The Hosted solution includes: • 1 Desktop Workspace 0 250 GB o Provides remote desktop access for GIS edits or GIS configuration changes. o Will utilize City's Esri license • ArcGIS Server o 250 GB o Dedicated ArcGIS Server machine o Will utilize City's Esri license • Database Server o 30 GB database size o Hosts the Esri Geodatabase o SQL Server included • Portal Server o 250 GB o Hosts Portal for ArcGIS • Data Store Server 0 1 TB database size o Hosts ArcGIS Data Store • The NewEdge UniquelD Tool (See Description Below) • 1 major software upgrade annually, performed outside office hours. Upgrades will only be performed with client approval and scheduled accordingly with the client to best meet the client's needs. • Minor software upgrades/patches will be applied at client's discretion, performed outside office hours • All servers are fully backed up nightly, including operating system and data The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 9191 Kyser Way, Suite 103 1 Frisco, TX 75033 1 v: 469.888.5044 1 f: 214.705.1573i I www.newedgeservices.com New-Edae drives, and backups are retained for 8 days • Operating system patches and updates will be made during maintenance windows on the ls' Saturday of the month @ 8:00 UTC. Patches and updates will be tested prior to installation on production. • All GIS support outside of system administration will be billed through a separate hourly support contract. Client Responsibilities • The above cloud environment will utilize the client's ArcGIS Enterprise license. Maintenance for the GIS software would be paid by the client to Esri. • The client is responsible for local hardware (desktops, laptops, servers, mobile devices, etc.) and internet connectivity. Special Terms and Conditions Amazon Web Services, Inc. Client acknowledges that hosting services originate with Amazon Web Services, Inc. ("AWS") and that both NewEdge and Client are bound by the terms that govern AWS products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by AWS to NewEdge and agrees to comply with the terms and conditions that govern AWS products and services and that govern the relationship between NewEdge and AWS as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. AWS Customer Agreement applicable to all AWS offerings provided by NewEdge. https.Ilaws.amazon.com/agreementl b. Amazon EC2 Service Level Agreement applicable to Amazon Elastic Compute Cloud ("Amazon EC2") and Amazon Elastic Block Store ("Amazon EBS") offerings. https:llaws.amazon.com/ec2tsia/ c. Amazon Relational Database Service ("Amazon RDS") https.Ilaws.amazon.com/���dsls/��`/ Environmental Systems Research Institute, Inc. (Esri) Client acknowledges that hosting services utilize licensed products from Environmental Systems Research Institute, Inc. (Esri) and that both NewEdge and Client are bound by the terms that govern Esri products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by Esri to NewEdge and agrees to comply with the terms and conditions that govern Esri products and services and that govern the relationship between NewEdge and Esri as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. Esri Master Agreement http://Www.esri.com/ lmedia/Files/Pdfs/legal/pdfs/Mla_e204_e300/ The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, L.L.C. 9191 Kyser Way, Svlte 103 1 Frlsco. TX 75033 1 v: 469.888.5044 1 f. 214.705.1571 1 www.newedgeservices.com New-Edae b. Esri Legal Information hitp.11www.esri.com/lega//Software-l/*cense NewEdge UniquelD Tool Description NewEdge Services, LLC (NewEdge) will install the NewEdge Unique ID Tool on the client's hardware. The tool will be configured to meet the specific requirements of the client and will maintain unique IDS for designated feature classes within the geodatabase. Designed to work seamlessly with the GIS database, the NewEdge Unique ID Tool generates custom, unique IDS for GIS features with the following highlights: • Allows for multiple ID formats in same attribute; Legacy ID's remain active • Globally unique IDS across database • Saves configuration for easy modifications • Automatically assigns IDs, eliminating user error or duplicate ID's generated through manual ID processes • Batch ID generation functionality - for use with new or imported datasets The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 9191 Kyser Way. suite 103 1 Frisco, TX 75033 1 v: 469.888.5044 1 f: 214.705.1571 1 www.newedgeseMces.com NewEdge Services, LLC Master Agreement for Material and Services This Material and Services Agreement (hereinafter "Agreement"), is between NewEdge Services, LLC, a Texas limited liability company, and its subsidiaries, parents, affiliates, successors, and assigns ("NewEdge"), and City of Beaumont, TX, and its subsidiaries, parents, affiliates, successors, and assigns, each of them ("Client"), each of which may be referred to in the singular as "Party" or in the plural as "Parties." Article 1. SCOPE OF AGREEMENT NewEdge shall provide to Client such Materials and Services as described in Appendix A —Statement of Work at the prices set therein, or any Order executed under this Agreement substantially in the form of Appendix B - Order, subject to the terms and conditions of this Agreement. Any Order in effect on the date when this Agreement expires or is terminated shall continue in effect until such Order either (1) expires by its own terms or (ii) is separately terminated, prior to its own scheduled expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect. Article II. TERM OF AGREEMENT This Agreement shall commence and be effective on the date when signed by the last Party ("Effective Date") and shall continue for a term of one year. This Agreement shall be renewable for two one-year terms. DEFINITIONS "Affiliate" with respect to either Party to this Agreement or any Order under this Agreement means a business association that has legal capacity to contract on its own behalf, to sue in its own name, and to be sued, if and only if either (a) such business association owns, directly or indirectly, a majority interest in such Party (its "parent company"), or (b) a thirty percent (30%) or greater interest in such business association is owned, either directly or indirectly, by such Party or its parent company. "Documentation" means all tangible and intangible written materials including user instructions and training materials or other such materials as necessary in NewEdge's sole and exclusive judgment shall be required to demonstrate or explain a requirement, provision, or other detail. "Information" means without limitation, with respect to a Party, all information of any sort in any form including without limitation confidential, proprietary or trade secret information of such Party or of a third party that is in the possession of such Party, including discoveries, ideas, concepts, know-how, techniques, processes, procedures, designs, specifications, strategic information, proposals, requests for proposals, proposed products, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, marketing plans, employee personal information, health or financial information, authentication credentials, operations, infrastructure, network and system configurations and settings, user interface designs, class libraries, objects, facilities, products, pricing whether expressed as fixed price or hourly rates, customer lists, regulatory compliance, competitors and other technical, financial or business information, whether disclosed in writing, orally, or visually, in tangible or intangible form, including in electronic mail or by other electronic communication. Page 1 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties, "Laws" includes all federal, state, provincial, regional, territorial, and local laws, statutes, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other official releases of or by governmental authority. "Material" means a unit of Documentation or software, whether created by NewEdge for Client as a custom application, un-modified commercial off the shelf software, or commercial off the shelf software modified by NewEdge at NewEdge's election, purchased or licensed hereunder by Client from NewEdge or otherwise provided by or on behalf of NewEdge, including third party Material provided or furnished by NewEdge. "Material" shall be deemed to include any working or preliminary draft or revised draft whenever it shall be provided by NewEdge. "Services" means anything that is not otherwise Material, including any labor or service, provided in connection with this Agreement or any Order under this Agreement. "Specifications" means (a) NewEdge's applicable specifications and detailed descriptions in whatever form such may be described in Appendix A —Statement of Work or any Order executed under this Agreement, and (b) Client's requirements, requests, and descriptions specified in, or attached to, Appendix A— Statement of Work or any Order executed under this Agreement, which shall control over an inconsistency with Client's specifications and descriptions wherever they may be stated except as expressly stated in this Agreement or any Order under this Agreement. "Subcontractor" or "subcontractor" means any person or entity (including an agent) supplying labor or materials to perform any or all of either Party's obligations under this Agreement or any Order under this Agreement, including any person or entity at any tier of subcontractors, and shall not be limited to those persons or entities with a direct relationship with such Party. Article Ill. TERMS AND CONDITIONS 1.0 Delivery of Materials and Performance of Services 1.1 Delivery of Materials — NewEdge shall deliver Materials reasonably conforming to the Specifications provided in Appendix A — Statement of Work or any Order executed under this Agreement as provided in the section entitled Electronic Data Transmission and as determined solely and exclusively in the discretion of NewEdge, such delivery of Materials shall constitute notice of completion ("Notice of Completion") of the NewEdge promise of Materials. 1.2 Delivery of Services — NewEdge shall deliver Services reasonably conforming to the Specifications provided in Appendix A — Statement of Work and, as determined solely and exclusively in the discretion of NewEdge, such delivery of Services shall constitute Notice of Completion of NewEdge promise of Services. 1.3 Acceptance by Client — Client shall notify NewEdge in writing of non -acceptance of any such Materials or Services within 20 business days of receipt of Notice of Completion and, as determined solely and exclusively in the discretion of NewEdge, should any revisions, additions, conversions, or any other such adjustments be required, NewEdge in its sole and exclusive discretion shall deliver such Materials and Services within a time period determined by NewEdge as required to achieve reasonable compliance with the Specifications provided in Appendix A — Statement of Work. At such time as NewEdge determines the Materials and Services have achieved reasonable compliance with the Specifications provided in Appendix A — Statement of Work, NewEdge shall have no further obligation to provide to Client any revisions, additions, conversions, or any other such adjustments. At such time NewEdge shall be deemed to have completely fulfilled its obligations under the Agreement or any Order under this Agreement. Page 2 of 13 NewEdite Services, LLC—Confidential information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. 2.0 License Grant 2.1 Client is granted a limited, nonexclusive, non -transferable license to use and distribute NewEdge's Materials solely and exclusively for the purposes of the objectives stated in Appendix A — Statement of Work, provided Client performs its obligations as described in the Agreement, including without limitation payment of fees as provided in the Agreement. Except as provided in the Agreement, no other license or right shall be granted or implied. Client shall not transfer any license granted by this Agreement or any Order under this Agreement to another without prior express consent of NewEdge. Any use, except as granted in this Agreement, shall be at sole risk of Client without liability to NewEdge. 2.2 Should Client utilize NewEdge's Materials in whole or part for any purpose, except as provided in the Agreement, or expressly authorized by NewEdge in a signed writing, Client hereby expressly releases NewEdge from all claims and causes of action resulting from such use, and agrees to defend, and hold harmless NewEdge from all costs and expenses related to said claims and causes by any third party. Client's duty under this provision shall not constitute a waiver of arty of NewEdge's rights or remedies under this Agreement or any Order under this Agreement or elsewhere. 3.0 Invoicing and Payment 3.1 Invoice Contents— NewEdge shall render an invoice for Materials and Services delivered as provided in Appendix A —Statement of Work specifying in reasonable detail: [i] Materials and Services to which the invoice applies, [ii] total amount due for each such Materials and Services delivered, [iii] total amount due for the invoice, [iv] date on which invoice was submitted ("Invoice Date"), and [v] either the physical address or direct deposit account via electronic fund transfer (EFT) to which payments must be remitted. 3.2 Invoice Payment Deadline — Client must remit payment in full for each invoice submitted pursuant to the Agreement or any Order under this Agreement for Materials and Services delivered as provided in Appendix A — Statement of Work no later than 30 calendar days after the Invoice Date. a. Temporary Suspension of NewEdge Performance —Should Client fail to pay any invoice within 30 calendar days of the Invoice Date, NewEdge may at its sole and exclusive election, upon written notice to Client, suspend further work until all outstanding invoices are paid in full. Client expressly agrees to hold NewEdge harmless from any claim or liability under the Agreement or any Order under this Agreement or otherwise which may result from such suspension to the extent allowable by law. b. Termination of the Agreement or any Order under this Agreement— Should Client fail to pay any invoice within 90 calendar days of the Invoice Date, NewEdge may at its sole and exclusive election, upon written notice to Client, terminate the Agreement. Upon such written notice of termination, Client shall pay in full all fees due under the Agreement or any Order under this Agreement without regard to what portion of the Materials and Services provided in Appendix A —Statement of Work were actually delivered by NewEdge. Client expressly agrees to indemnify and hold NewEdge harmless from any claim or liability under the Agreement or any Order under this Agreement or otherwise which may result from such suspension. C. Deemed Valid Invoices — Each invoice will be deemed valid when received and accepted by Client and shall be timely paid as provided herein. d. Unpaid Invoices and Collections — For any invoice not timely paid as provided in this provision, NewEdge may charge and Client agrees to pay interest on any such unpaid at the rate of one point five percent (1.5%) per month (18% APR) for past due payments or the maximum rate allowed by law, whichever is less. Invoices not paid by Client within 90 calendar days may, at the sole and exclusive election of NewEdge, be pursued by collections or legal action. Should NewEdge elect to pursue collections or legal action, Client Page 3 of 13 NewEdge Services, LLC—Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. agrees to pay any reasonable fees incurred by NewEdge including without limitation collection agency fees, attorney fees and court costs in addition to amounts due under any invoice as provided in the Agreement. e. All provisions under this Section shall be subject to Chapter 2251 of the Texas Government Code. Any provisions that conflict with Chapter 2251 are hereby amended to conform. 3.3 Taxes Included in Invoice -- Except as specifically noted on any invoice, all payment made by Client to NewEdge shall be deemed to include all taxes and other charges levied by any government agency on NewEdge relating to its services. Client is a tax-exempt entity and shall provide evidence of same to NewEdge prior to receipt of the first invoice. 4.0 Personnel and Provision of Materials and Services 4.1 NewEdge Personnel — Personnel provided by NewEdge shall be considered solely the employees of NewEdge or its Subcontractors and not employees or agents of Client. NewEdge has and shall retain the right to exercise full control of and supervision over the creation of Materials and performance of the Services and full control over the employment, direction, assignment, compensation, and discharge of all personnel creating the Materials and performing the Services. NewEdge and its Subcontractors are and shall be solely responsible for all matters relating to compensation and benefits for all personnel provided by NewEdge. 4.2 Materials and Services Provided by Others — If any part of NewEdge Materials or Services is dependent upon worts, information or other condition precedent Materials or Services by others under control of Client, then Client shall inspect to ensure such work, information or other condition precedent Materials or Services sufficiently fulfills the quality needed for NewEdge to create subsequent Materials and or perform subsequent Services. Each Party shall promptly report to the other Party any defect or other deficiency in work, information or other condition precedent materials or services by others under control of Client that renders such materials or services unsuitable for NewEdge's proper performance. In such case, the Parties shall work together to remedy such defects or deficiencies and NewEdge shall not be held in breach of any provision of the Agreement or any Order under this Agreement as a result of such defects or deficiencies. 4.3 Use of Subcontractors — NewEdge may, in its sole and exclusive discretion, use Subcontractors to create any portion of the Materials or perform any portion of the Services. NewEdge shall provide to Client, upon request, information about the Subcontractor including the identity, the location, and a complete description, of the activities to be performed by such Subcontractor. NewEdge shall remain responsible for the acts or omissions of its approved Subcontractors to the same extent as if such acts or omissions were performed by NewEdge. 5.0 Intellectual Property 5.1 Definitions — For purposes of this provision, the following terms govern: a. "Items" shall mean any or all inventions, discoveries, ideas, (whether patentable or not), and all works and materials, including but not limited to products, devices, computer programs, source codes, designs, files, specifications, texts, drawings, processes, data or other information or Documentation in preliminary or final form, and all Intellectual Property Rights in or to any of the foregoing. b. "Excluded Materials" shall mean: [i] Client's Pre -Existing Materials; [ii] Client's Independently Developed Materials; and [iii] Client's Mere Reconfigurations. C. "Client's Pre -Existing Materials" shall mean those Items owned by Client to the extent and in the form that they both existed prior to the date NewEdge began any work under this Agreement or any Order under this Agreement and were created without any use of any NewEdge Items. Client's Pre -Existing Materials shall not, however, include Paid -For Enhancements thereto. Page 4 of 13 NewEdge Services, LLC— Confidential information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. "Client's Independently Developed Materials" shall mean those Items that have been developed by Client, or on Client's behalf, both [i] without use of any NewEdge Items; and [ii] independently of any work performed under any Agreements between or among the Parties. "Client's Mere Reconfigurations" means those specific reconfigurations of Client's Pre -Existing Materials performed by NewEdge, or on NewEdge's behalf, but only to the extent that such reconfiguration is an alteration to such Materials required to permit Client's Materials to function as a precondition as described in Appendix A —Statement of Work. In no event shall Mere Reconfigurations include enhancements, modifications, or updates that are not contained in Client's Pre -Existing Materials and that add any features, functionality, or capabilities. f. "Intellectual Property Rights" means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, know-how, rights in content, or other intellectual property rights, protected under the Laws of any governmental authority having jurisdiction. g. "Paid -For Development" means any and all Items to the extent produced or developed by or on behalf of Clients or its employees, agents, or direct or indirect contractors or suppliers (and whether completed or in - progress) or forming part of any Materials pursuant to this Agreement or any Order under this Agreement for the development of which NewEdge has been paid monies pursuant to this Agreement. Paid -For Development shall always exclude all Excluded Materials, but shall include (without limitation) any modifications, alterations or updates of any Excluded Materials that otherwise fall within the definition of Paid -For Development. NewEdge's ownership of Paid -For Development shall, of course, be subject to Client's underlying rights and ownership in Client's Excluded Materials. h. "Provided Items" means Items created by or on behalf of NewEdge or directly or indirectly provided to Client (in any form, including, without limitation, verbally) by or on behalf of NewEdge. 5.2 Reservation of Rights — The Parties hereby acknowledge and agree that notwithstanding any other provision in the Agreement, NewEdge is not transferring or granting to Client any right, title, or interest in or to (or granting to Client any license or other permissions in or to) any or all: a) Items created by or on behalf of Client or directly or indirectly provided to Client (in any form, including, without limitation, verbally) by or on behalf of NewEdge; b) Paid For Development or c) Intellectual Property Rights, including, without limitation, any Intellectual Property Rights in or to any NewEdge Provided Items or Paid -For Development. The sole exceptions to the foregoing reservation of rights are that [1] NewEdge hereby grants Client such license as is described in Section 2.0 License Grant, [2] raw data collected [a] by client without NewEdge assistance or [b] by NewEdge for compensation on Client's behalf, and [3] customized Crystal Reports' reports created by NewEdge for compensation on Client's behalf. In no way expanding the foregoing license, said license in no manner permits Client to (and Client hereby promises not to without the explicit prior written and signed consent of NewEdge) make use of any NewEdge Provided Items, Paid -For Development, or Intellectual Property Rights either for the benefit of any third party or other than as agreed in a signed writing by NewEdge or expressly provided in the Agreement. 5.3 Client Acts and Obligations — Client shall promptly take or secure such action (including, but not limited to, the execution, acknowledgment, delivery, and assistance in preparation of documents or the giving of testimony) as may be reasonably requested by NewEdge to evidence, transfer, perfect, vest or confirm NewEdge's right, title and interest in any Paid -For Development. Client shall, in all events and without the need of NewEdge's request, secure all intellectual Property Rights in any Paid -For Development (and any licenses specified above in any Excluded Materials) from each employee, agent, subcontractor or sub -supplier of Client who has or will have any rights in the Paid -For Development or Excluded Materials. 5.4 License Grant to Excluded Materials— If and to the extent that Client embeds any Excluded Materials in the Paid - For Development, Client hereby grants and promises to grant and have granted to NewEdge and its Affiliates a Page 5 of 13 NewEdge Services. LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. royalty -free, nonexclusive, sublicensable, assignable, transferable, irrevocable, perpetual world-wide license, in and to the Excluded Materials and any applicable Intellectual Property Rights of Client to use, copy, modify, distribute, display, perform, import, make, sell, offer to sell, and exploit (and have others do any of the foregoing on or for NewEdge's or any of its Affiliates behalf or benefit) the Excluded Materials but only for purposes of creating the Materials and performing the Services as provided in this Agreement. 6.0 Compliance 6.1 Compliance With Laws -- Both Parties shall comply with all Laws attendant upon this Agreement, or any Order under this Agreement and Client utilization of the Materials and Services provided in Appendix A —Statement of Work. Client shall procure all approvals, bonds, certificates, insurance, inspections, licenses, and permits that such Laws require for the performance of NewEdge under this Agreement. Client shall create and maintain any necessary records, provide any certificate, affidavit or other information or documentation requested or as otherwise required by NewEdge (a) to show compliance by Client with Laws, (b) to comply or otherwise establish Client's compliance with Laws or (c) to allow NewEdge to timely respond to any complaints, filings, or other proceedings. Client shall, to the extent it becomes aware of any new or previously unknown Law or other such requirement which may affect NewEdge's performance under this Agreement, promptly inform NewEdge of such requirement and agrees to indemnify, defend, and hold harmless NewEdge to the extent such requirements are not promptly communicated by Client to NewEdge. 7.0 Warranties 7.1 General Warranties - Each Party to this Agreement represents and warrants that such party is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party further represents and warrants to the other that the execution and delivery of the Agreement or any Order under this Agreement and the performance of such Party's obligations hereunder have been duly authorized, and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. Client further represents and warrants that: (a) all information provided to NewEdge is complete, accurate and correct and any additional time or expense incurred by NewEdge to reperform, revise or otherwise redo work performed by NewEdge on any incomplete, inaccurate, or incorrect information provided by Client to NewEdge shall be solely at Client's expense. 7.2 Warranty of Execution - Each Party represents and warrants that the execution and performance of this Agreement or any Order under this Agreement does not violate any applicable law or other contract or obligation to which Client is a party or is otherwise bound. 7.3 Warranty of Quality - NewEdge's services shall be performed in a manner consistent with that degree of skill and care ordinarily exercised by professionals performing similar services in the same locality, at the same site and under the same or similar circumstances and conditions. NewEdge makes no other representations or warranties, whether expressed or implied, with respect to the services rendered hereunder. 7.4 Warranty Disclaimers — Not withstanding any assurance of any type elsewhere in the Agreement, NewEdge does not guarantee any specific result from the Materials or Services provided under the Agreement or any Order under this Agreement or that Client will achieve any specific result or end as a result of the Materials or Services provided by NewEdge to Client. THE MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND NewEdge SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. THIS Page 6of13 NewEdite services. LLC—Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DISCLAIMER SHALL BE ENFORCED TO THE EXTENT PERMITTED BYLAW IN THOSE JURISDICTIONS THAT MAY LIMIT THE EXCLUSION OF IMPLIED WARRANTIES. 7.5 Unascertainable Conditions - NewEdge shall not be required to sign any documents, no matter by whom requested, that would result in NewEdge's having to certify, guaranty, or warrant the existence of conditions that NewEdge cannot independently ascertain with certainty. 8.0 Confidentiality 8.1 General Confidentiality - Both Parties agree that any Information either provides to the other shall be deemed confidential and shall be the providing Party's property. The receiving Party shall use such Information for the sole purpose of providing the Materials and performing the Services under this Agreement or any Order under this Agreement and such Information shall not be used for any other purpose except as expressly permitted under this Agreement. Upon expiration or termination of this Agreement or any Order under this Agreement or upon the providing Party's request, receiving Party shall promptly (i) return all copies of such Information in written, graphic or other tangible form, or (ii) certify the destruction of all documents and other material in the possession, custody or control of receiving Party, its affiliates, employees, representatives, subcontractors or agents that bear or incorporate any part of providing Party's Information. 8.2 Confidentiality Waivers - Neither Party shall not have an obligation to the other with respect to Information which: (a) at the time of disclosure was already known to the other free of any obligation to keep it confidential (as evidenced by the other Party's written records prepared prior to such disclosure); (b) is or becomes publicly known through no wrongful act (such obligations ceasing at the time such Information becomes publicly known); (c) is lawfully received from a third party, free of any obligation to keep it confidential; (d) is independently developed by a third party or by the Party against whom an obligation to protect such Information is to be enforced, as evidenced by Party's written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the Party seeking to enforce such obligation; or (e) the providing Party consents in writing to be free of restriction. 8.3 Required Disclosures of Confidential Information a. Compelled Disclosures of Confidential Information - If either Party is required to provide or disclose Information to any court or government agency pursuant to a written court order, subpoena, regulatory demand, or process of law, such Party must, unless prohibited by applicable law, first provide the other Party with prompt written notice of such requirement and reasonably cooperate with the other Party should it seek reasonable protective arrangements for the production of such Information. Both Parties will take reasonable steps to limit any such provision of Information to the specific Information required by such court or agency and continue to otherwise protect all Information disclosed in response to such order, subpoena, regulation, or process of law. b. Limiting Disclosure of Confidential Information — Both Parties will limit the disclosure of Information to employees, representatives, subcontractors, or agents with a need to know who: (i) have been advised of the proprietary nature thereof, and (1i) have in writing either acknowledged a specific obligation to maintain the confidentiality of Information or agreed to protect and keep confidential all proprietary information to which they have access in the scope of their employment. 8.4 Public Information Act- NewEdge acknowledges that Client is a government entity subject to the Public Information Act, and therefore is limited in its ability to withhold information. Client agrees to timely notify NewEdge of any request for information identified as Confidential under this Agreement. NewEdge acknowledges that Client is not responsible for seeking to have requested information withheld on behalf of NewEdge. Page 7 of 13 NewEdge Services, LLC —Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except underwritten agreement by the contracting Parties. 9.0 Limitation of Damages and Indemnity 9.1 Limitation of Type of Damages - In no event shall either Party be liable to the other or any third party for any consequential or incidental damages regardless of whether either Party or third party has been apprised of such damages, however caused, based on any theory of liability including without limitation breach of contract or tort. 9.2 NewEdge Reliance on Client Information - NewEdge shall be entitled to rely, without liability, on the accuracy and completeness of any and all information provided by Client, Client's consultants and contractors, manufacturers, suppliers, publishers of technical standards, and information from public records, without the need for independent verification. To the extent such information appears to be incomplete or inaccurate, NewEdge shall in good faith advise client accordingly and Client shall promptly cooperate to resolve such inaccuracies or provide such information as need to provide NewEdge complete information. To the extent such inaccurate or incomplete information impedes or otherwise delays NewEdge's performance under this Agreement, Client agrees to, hold harmless, and defend NewEdge and its Affiliates, as well as their respective agents, distributors and subcontractors, individually or collectively, as the case may be, in accordance with this provision against any loss arising from, or in connection with, or resulting from, the Materials or Services furnished by NewEdge under this Agreement or any Order under this Agreement or acts or omissions with respect to this Agreement or any Order under this Agreement. 9.3 Client General Indemnity of NewEdge --To the extent allowed by law, Client agrees to hold harmless and defend NewEdge, NewEdge's officers, directors, employees, agents, subcontractors and third -party suppliers or affiliates, at Client's expense, against any and all third -party claims, actions, proceedings, and suits brought against NewEdge or any of NewEdge's officers, directors, employees, agents, subcontractors, third -party suppliers or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by NewEdge or any of NewEdge's officers, directors, employees, agents, subcontractors, third -party suppliers or affiliates, arising out of or relating to: (a) Client's breach of any term or condition of this Agreement; (b) Client's fraudulent, illegal or malicious use of the Materials or Services; (c) Client's violation of applicable Laws, rules or regulations in connection with the Materials or Services; (d) NewEdge's use of any content or information provided by Client to NewEdge; or (e) the disclosure of this Agreement. In such a case, NewEdge shall provide Client written or electronic notice of such claim, suit, or action. Client shall cooperate as fully as reasonably required in the defense of any claim. NewEdge reserves the right, at NewEdge's own expense, to assume the exclusive defense and control of any matter subject to indemnification by Client. 10.0 Termination 10.1 Termination for Cause a. This Agreement or any Order under this Agreement may be terminated in part or whole by either Party for (1) failure to comply with the terms and conditions of the Agreement, or [21 as provided elsewhere in the Agreement. b. In such case as Client elects to terminate for alleged deficiency in Materials provided or Services performed or alleged failure of NewEdge to comply with the terms and conditions of the Agreement or any Order under this Agreement and such alleged failure relates directly to the quality or consistency of the performance by NewEdge under the Agreement, Client shall provide written notice to NewEdge thirty (30) days in advance of the date of proposed termination. On receipt of such notice, NewEdge shall have a reasonable time, not to exceed a (30) day period, to remedy such alleged deficiency or failure. If after such Page 8 of 13 NewEdge Services. LLC — Confidential Information This Agreement Is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. remedial effort, the alleged deficiency or failure has not been reasonably cured, the Agreement or any Order under this Agreement shall be deemed terminated. 10.2 Termination by Agreement —The Agreement or any Order under this Agreement maybe terminated by a writing signed by both Parties. 1n such case, Client shall pay fees for work performed up to and including the date of agreed termination in compliance with the terms of the Agreement. 10.3 Temporary Suspension of Work — Should the Client desire to temporarily suspend work under this Agreement or any Order under this Agreement without terminating the Agreement or any Order under the Agreement, Client shall provide NewEdge thirty (30) days written notice of such suspension, the reasons for such suspension, and the proposed date on which work may recommence. Such temporarily suspended work may be resumed on a mutually agreed date but in no event shall NewEdge be required to agree to a date which unreasonably interferes with previous or anticipated commitments or scheduled events. In such case, Client shall pay fees for work performed up to and including the date of agreed suspension in compliance with the terms of the Agreement. 11.0 Miscellaneous Terms 11.1 Electronic Data Transmission The Parties may exchange communications, documents, and other relevant Materials ("Data") electronically, in place of tangible documents, and unless otherwise agreed in a signed writing, shall direct such Data to the respective contact listed in the Notices provision of this Agreement. The following additional conditions apply to any such exchanges: Statute of Frauds. All Data transmitted pursuant to this clause shall be deemed to be a "writing" or "in writing" for purposes of the Uniform Commercial Code. Any such Data containing or having affixed to it a Signature shall be deemed for all purposes to: (i) to have been "signed" and "executed," and (ii) to constitute an "original' when printed from electronic files or records established and maintained in the normal course of business. b. Method of Exchange. Data shall be exchanged by direct electronic or computer systems communication between NewEdge and Client or by indirect communications using a third -party service provider to translate, forward and/or store such Data. Each Party shall be responsible for the cost(s) and associated cost(s) of any such third -party service provider with which it contracts. 11.2 Independent Contractor - The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement or any Order under this Agreement shall be construed to (a) constitute Parties as partners, joint venturers, co -owners or otherwise as participants in a joint or common undertaking, or (b) except to the extent expressly set forth in this Agreement, allow any Party hereto to create or assume any obligation on behalf of another Party hereto for any purpose whatsoever. 11.3 Cumulative Remedies - The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where this Agreement or any Order under this Agreement specifies that a particular remedy is sole or exclusive, but neither Party may retain the benefit of inconsistent remedies. No single or partial exercise of any right or remedy with respect to one breach of this Agreement or any Order under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy with respect to the same or a different breach. 11.4 Assignment and Delegation -Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, without the prior written consent of the other Party, except as follows: Page 9 of 13 NewEdse Services, LLC —confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. a. Permitted Assignment of Rights or Delegation of Duties - Without securing the consent of the other, either Party may assign its rights, or delegate its duties, or both, in whole or in part: to any present or future Affiliate of assigning Party, to any lender providing financing to assigning Party, or to any third party that assumes the operation of or otherwise acquires any substantial portion of the business of assigning Party affected by this Agreement. b. Delegation Permitted by this Agreement - NewEdge may subcontract its performance subject to the Section entitled "Use of Subcontractors." C. Assignment of Right to Receive Money— Either Party may assign its right to receive money due hereunder, but any assignment of money is void to the extent (a) the assignor fails to give the non -assigning Party at least thirty (30) days prior notice, (b) the assignment purports to impose upon the non -assigning Party additional costs or obligations in addition to the payment of such money, or (c) the assignment purports to preclude non -assigning Party from dealing solely and directly with assigning Party in all matters pertaining to this Agreement. d. Non -Compliant Assignment and Delegations are Void - Any assignment, delegation or transfer for which consent is required hereby and which is made without such consent given in writing is void. 11.5 Entire Agreement - This Agreement, including all appendices, exhibits, attachments and documents incorporated by reference, constitutes the final, complete, and exclusive expression of the Parties' agreement on the matters contained in this Agreement. The terms of this Agreement or any Order under this Agreement shall govern in lieu of all other pre-printed, standardized, or other provisions that may otherwise appear in any other paper or electronic record of either Party. All prior written and oral negotiations and agreements, and all contemporaneous oral negotiations and agreements, between the Parties on the matters contained in this Agreement or any Order under this Agreement are expressly merged into and superseded by this Agreement or any Order under this Agreement. The Parties do not intend that the provisions of this Agreement or any Order under this Agreement be explained, supplemented, or qualified through evidence of trade usage or any prior course of dealings or any course of performance under any prior agreement. In entering into this Agreement or any Order under this Agreement, neither Party has relied upon any statement, estimate, forecast, projection, representation, warranty, action or agreement of the other Party except for those expressly contained in this Agreement or any Order under this Agreement. There are no conditions precedent to the effectiveness of this Agreement or any Order under this Agreement other than any expressly stated in this Agreement or any Order under this Agreement. 11.6 Orders —Client may order Materials or Services by submitting Orders in connection with this Agreement that are substantially in the form of Appendix B—Order Form. 11.7 Force Majeure - If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inability to comply will not constitute breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party's inability to perform those obligations is not due to its failure to (a) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (3) that party complies with its obligations under this provision. a. Definition of Force Majeure Event - For purposes of this agreement, "Force Majeure Event" means, with respect to a Party, any event or circumstance, whether or not foreseeable, that was not caused by that Party (other than a strike or other labor unrest that affects only that Party, an increase in prices or other change in general economic conditions, a change in law, ordinance, or other statutory or regulatory provision with which such Party must comply, or an event or circumstance that results in that party's not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance. Page 10 of 13 NewEdge Services. LLC — Confidential Information This Agreement Is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. b. Force Majeure Event Notice Requirement - If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. Thereafter the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying Party shall use reasonable efforts to limit damages to the other Party and to resume its performance under this Agreement. 11.8 Time Not of the Essence —Time is not of the essence. 11.9 Governing Law - This Agreement and all Orders under the Agreement shall be construed in accordance with the Laws of the state of Texas, without regard to principles of conflicts of law and excluding the United Nations Convention on Contracts for the International Sale of Goods. For purposes of applying its Uniform Commercial Code, the Materials and Services provided under this Agreement or any Order under this Agreement shall be deemed to be "goods." 11.10 Forum Forum for Judicial Actions - Other than to the extent expressly set forth below in this provision, any legal action or proceeding arising out of or relating to this Agreement or the transactions it contemplates shall be brought only in the Fort Worth Division of the United States District Court for the Northern District of Texas or in any Texas state court sitting in Fort Worth, Texas.. Process in any such judicial action may be served on a Party anywhere in the world, whether within or without the State of Texas. The choice of forum above shall not prohibit the enforcement of any judgment obtained in that forum or any other appropriate forum. 11.11 Amendments and Waivers a. General Amendment - The Parties may not amend this Agreement or any Order under this Agreement except by a written agreement of the Parties that identifies itself as an amendment to this Agreement or any Order under this Agreement and is signed by both Parties. b. General Waivers of Rights - No waiver of any right or condition is effective unless given in writing and signed by the Party waiving such right or condition. No delay or omission by either Party to exercise any right or power it has under this Agreement or any Order under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach, condition or covenant shall not be construed to be a waiver of any succeeding breach or condition or of any other covenant. All waivers must be in writing and signed by the Party waiving its rights. C. Changes to Scope of Materials or Services - Changes to scope of the Materials or Services as described in this Agreement or any Order under this Agreement must be expressly stated and comply with the terms of this Agreement. 11.12 Severability - If any provision of this Agreement or any Order under this Agreement is determined to be invalid, illegal, or unenforceable, then the remaining provisions of this Agreement or any Order under this Agreement shall remain in full force to the extent both the economic and legal substance of the transactions contemplated by this Agreement or any Order under this Agreement are not affected in any manner that is materially adverse to either Party by severing the provision determined to be invalid, illegal, or unenforceable. 11.13 Construction and Interpretation a. Joint Drafting and Understanding - This Agreement has been prepared jointly and has been the subject of arm's length and careful negotiation. Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants, and each Party has the requisite experience and Page 11 of 13 NewEdge Services, LIC--confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. sophistication to understand, interpret and agree to the particular language of its provisions. Accordingly, the drafting of this Agreement is not to be attributed to either Party. b. General Construction (1) Headings contained in this Agreement or any Order under this Agreement are for reference purposes only and are not to affect the meaning or interpretation of this Agreement. (2) The word "include" in every form means to include without limitation by virtue of enumeration and a derivative of a defined term shall have the meaning appropriate to the context of its use. (3) References to content posted on any website referred to in this Agreement or any Order under this Agreement shall mean such content as it may be revised from time to time. (4) Whenever this Agreement or any Order under this Agreement refers to a consent or approval to be given by either Party, such consent or approval is effective only if given in writing and signed by the Party giving approval or consent. (5) The use of singular words includes the plural and vice versa. 11.14 Third Party Beneficiaries - Except as expressly set forth to the contrary in this Agreement, there are no third -party beneficiaries of this Agreement or any Order under this Agreement, and this Agreement or any Order under this Agreement shall not provide any third person or entity with any remedy, claim, liability, reimbursement, claim of action or other legal or equitable right in excess of those existing without reference to this Agreement. NewEdge's Materials and Services provided through this Agreement or any Order under this Agreement are solely for the benefit of the Client. 11.15 Survival of Obligations - Obligations and rights under this Agreement or any Order under this Agreement that by their nature would reasonably continue beyond the termination or expiration of this Agreement or any Order under this Agreement (including without limitation those in the Sections entitled "Intellectual Property," "Compliance," "Warranties," "Confidentiality," Limitation of Damages and Indemnity," and "Miscellaneous Terms") shall survive the termination or expiration of this Agreement or any Order under this Agreement. 11.16 Notices Each Party giving or making any notice, consent, request, demand, or other communication pursuant to this Agreement or any Order under this Agreement must give the notice in writing and use one of the following methods, each of which for purposes of this provision is a writing: by hand; certified mail (return receipt requested and postage prepaid); U.S. Postal Service overnight or priority mail; internationally recognized overnight courier (in either case with all fees prepaid); or email. Each Party giving a notice shall address the notice to the appropriate person (the "Addressee") at the receiving Party at the address listed below: (1) NewEdge: Laura Carr, Chief Operating Officer 9191 Kyser Way, Suite 103 Frisco, TX 75033 469-766-3732 - Icarr@newedgeservices.com (2) CLIENT: City of Beaumont, TX Angela Wright, Chief Technology Officer 801 Main Street, Suite 330 Beaumont, TX 77701 409-880-3189 — angela.wright@beaumonttexas.gov Page 12 of 13 NewEdge Services, LLC—Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. b. A notice is effective only if the Party giving notice has complied with the foregoing requirements of this Section and the Addressee has received the notice. A notice is deemed to have been received as follows: (1) If a notice is furnished by hand, on the date of delivery if delivered during business hours on a business day (otherwise on the next business day); (2) If a notice is sent by certified mail, U.S. Postal Service overnight or priority mail, or internationally recognized overnight courier, upon the date of delivery as indicated by the receipt or other tracking record. (3) If a notice is sent by e-mail, upon successful transmission to the recipient's email account, if such notice is sent in time to allow it to be accessible by the Addressee before the time allowed for giving such notice expires, and a confirmation copy is sent by one of the other methods. (4) The addresses and telephone numbers to which notices may be given to either Party may be changed by written notice given by such Party to the other pursuant to this Section. 12.0 Transmission of Original Signatures and Executing Multiple Counterparts Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of original signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date. City of Beaumont, TX NewEdge Services, LLC Signature Signature Kenneth Williams Laura Carr City Manager Chief Operating Officer Date Date Page 13 of 13 NewEdge Services, LLC — confidential information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-9460-301341 D939C63 NewEdge Services, LLC Master Agreement for Material and Services This Material and Services Agreement (hereinafter "Agreement"), is between NewEdge Services, LLC, a Texas limited liability company, and its subsidiaries, parents, affiliates, successors, and assigns ("NewEdge"), and City of Beaumont, TX, and its subsidiaries, parents, affiliates, successors, and assigns, each of them ("Client"), each of which may be referred to in the singular as "Party" or in the plural as "Parties." Article I. SCOPE OF AGREEMENT NewEdge shall provide to Client such Materials and Services as described in Appendix A —Statement of Work at the prices set therein, or any Order executed under this Agreement substantially in the form of Appendix B -Order, subject to the terms and conditions of this Agreement. Any Order in effect on the date when this Agreement expires or is terminated shall continue in effect until such Order either (i) expires by its own terms or (ii) is separately terminated, prior to its own scheduled expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect. Article II. TERM OF AGREEMENT This Agreement shall commence and be effective on the date when signed by the last Party ("Effective Date") and shall continue for a term of one year. This Agreement shall be renewable for two one-year terms. DEFINITIONS "Affiliate" with respect to either Party to this Agreement or any Order under this Agreement means a business association that has legal capacity to contract on its own behalf, to sue in its own name, and to be sued, if and only if either (a) such business association owns, directly or indirectly, a majority interest in such Party (its "parent company"), or (b) a thirty percent (30%) or greater interest in such business association is owned, either directly or indirectly, by such Party or its parent company. "Documentation" means all tangible and intangible written materials including user instructions and training materials or other such materials as necessary in NewEdge's sole and exclusive judgment shall be required to demonstrate or explain a requirement, provision, or other detail. "Information" means without limitation, with respect to a Party, all information of any sort in any form including without limitation confidential, proprietary or trade secret information of such Party or of a third party that is in the possession of such Party, including discoveries, ideas, concepts, know-how, techniques, processes, procedures, designs, specifications, strategic information, proposals, requests for proposals, proposed products, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, marketing plans, employee personal information, health or financial information, authentication credentials, operations, infrastructure, network and system configurations and settings, user interface designs, class libraries, objects, facilities, products, pricing whether expressed as fixed price or hourly rates, customer lists, regulatory compliance, competitors and other technical, financial or business information, whether disclosed in writing, orally, or visually, in tangible or intangible form, including in electronic mail or by other electronic communication. Page 1 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-9460-30641 D939C63 "Laws" includes all federal, state, provincial, regional, territorial, and local laws, statutes, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other official releases of or by governmental authority. "Material" means a unit of Documentation or software, whether created by NewEdge for Client as a custom application, un-modified commercial off the shelf software, or commercial off the shelf software modified by NewEdge at NewEdge's election, purchased or licensed hereunder by Client from NewEdge or otherwise provided by or on behalf of NewEdge, including third party Material provided or furnished by NewEdge. "Material" shall be deemed to include any working or preliminary draft or revised draft whenever it shall be provided by NewEdge. "Services" means anything that is not otherwise Material, including any labor or service, provided in connection with this Agreement or any Order under this Agreement. "Specifications" means (a) NewEdge's applicable specifications and detailed descriptions in whatever form such may be described in Appendix A — Statement of Work or any Order executed under this Agreement, and (b) Client's requirements, requests, and descriptions specified in, or attached to, Appendix A — Statement of Work or any Order executed under this Agreement, which shall control over an inconsistency with Client's specifications and descriptions wherever they may be stated except as expressly stated in this Agreement or any Order under this Agreement. "Subcontractor" or "subcontractor" means any person or entity (including an agent) supplying labor or materials to perform any or all of either Party's obligations under this Agreement or any Order under this Agreement, including any person or entity at any tier of subcontractors, and shall not be limited to those persons or entities with a direct relationship with such Party. Article III. TERMS AND CONDITIONS 1.0 Delivery of Materials and Performance of Services 1.1 Delivery of Materials — NewEdge shall deliver Materials reasonably conforming to the Specifications provided in Appendix A — Statement of Work or any Order executed under this Agreement as provided in the section entitled Electronic Data Transmission and as determined solely and exclusively in the discretion of NewEdge, such delivery of Materials shall constitute notice of completion ("Notice of Completion") of the NewEdge promise of Materials. 1.2 Delivery of Services — NewEdge shall deliver Services reasonably conforming to the Specifications provided in Appendix A — Statement of Work and, as determined solely and exclusively in the discretion of NewEdge, such delivery of Services shall constitute Notice of Completion of NewEdge promise of Services. 1.3 Acceptance by Client — Client shall notify NewEdge in writing of non -acceptance of any such Materials or Services within 20 business days of receipt of Notice of Completion and, as determined solely and exclusively in the discretion of NewEdge, should any revisions, additions, conversions, or any other such adjustments be required, NewEdge in its sole and exclusive discretion shall deliver such Materials and Services within a time period determined by NewEdge as required to achieve reasonable compliance with the Specifications provided in Appendix A — Statement of Work. At such time as NewEdge determines the Materials and Services have achieved reasonable compliance with the Specifications provided in Appendix A — Statement of Work, NewEdge shall have no further obligation to provide to Client any revisions, additions, conversions, or any other such adjustments. At such time NewEdge shall be deemed to have completely fulfilled its obligations under the Agreement or any Order under this Agreement. Page 2 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-9460-30641 D939C63 2.0 License Grant 2.1 Client is granted a limited, nonexclusive, non -transferable license to use and distribute NewEdge's Materials solely and exclusively for the purposes of the objectives stated in Appendix A — Statement of Work, provided Client performs its obligations as described in the Agreement, including without limitation payment of fees as provided in the Agreement. Except as provided in the Agreement, no other license or right shall be granted or implied. Client shall not transfer any license granted by this Agreement or any Order under this Agreement to another without prior express consent of NewEdge. Any use, except as granted in this Agreement, shall be at sole risk of Client without liability to NewEdge. 2.2 Should Client utilize NewEdge's Materials in whole or part for any purpose, except as provided in the Agreement, or expressly authorized by NewEdge in a signed writing, Client hereby expressly releases NewEdge from all claims and causes of action resulting from such use, and agrees to defend, and hold harmless NewEdge from all costs and expenses related to said claims and causes by any third party. Client's duty under this provision shall not constitute a waiver of any of NewEdge's rights or remedies under this Agreement or any Order under this Agreement or elsewhere. 3.0 Invoicing and Payment 3.1 Invoice Contents — NewEdge shall render an invoice for Materials and Services delivered as provided in Appendix A — Statement of Work specifying in reasonable detail: [i] Materials and Services to which the invoice applies, [ii] total amount due for each such Materials and Services delivered, [iii] total amount due for the invoice, [iv] date on which invoice was submitted ("Invoice Date"), and [v] either the physical address or direct deposit account via electronic fund transfer (EFT) to which payments must be remitted. 3.2 Invoice Payment Deadline — Client must remit payment in full for each invoice submitted pursuant to the Agreement or any Order under this Agreement for Materials and Services delivered as provided in Appendix A — Statement of Work no later than 30 calendar days after the Invoice Date. a. Temporary Suspension of NewEdge Performance — Should Client fail to pay any invoice within 30 calendar days of the Invoice Date, NewEdge may at its sole and exclusive election, upon written notice to Client, suspend further work until all outstanding invoices are paid in full. Client expressly agrees to hold NewEdge harmless from any claim or liability under the Agreement or any Order under this Agreement or otherwise which may result from such suspension to the extent allowable by law. b. Termination of the Agreement or any Order under this Agreement — Should Client fail to pay any invoice within 90 calendar days of the Invoice Date, NewEdge may at its sole and exclusive election, upon written notice to Client, terminate the Agreement. Upon such written notice of termination, Client shall pay in full all fees due under the Agreement or any Order under this Agreement without regard to what portion of the Materials and Services provided in Appendix A — Statement of Work were actually delivered by NewEdge. Client expressly agrees to indemnify and hold NewEdge harmless from any claim or liability under the Agreement or any Order under this Agreement or otherwise which may result from such suspension. C. Deemed Valid Invoices — Each invoice will be deemed valid when received and accepted by Client and shall be timely paid as provided herein. d. Unpaid Invoices and Collections — For any invoice not timely paid as provided in this provision, NewEdge may charge and Client agrees to pay interest on any such unpaid at the rate of one point five percent (1.5%) per month (18% APR) for past due payments or the maximum rate allowed by law, whichever is less. Invoices not paid by Client within 90 calendar days may, at the sole and exclusive election of NewEdge, be pursued by collections or legal action. Should NewEdge elect to pursue collections or legal action, Client Page 3 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-9460-30641 D939C63 agrees to pay any reasonable fees incurred by NewEdge including without limitation collection agency fees, attorney fees and court costs in addition to amounts due under any invoice as provided in the Agreement. e. All provisions under this Section shall be subject to Chapter 2251 of the Texas Government Code. Any provisions that conflict with Chapter 2251 are hereby amended to conform. 3.3 Taxes Included in Invoice — Except as specifically noted on any invoice, all payment made by Client to NewEdge shall be deemed to include all taxes and other charges levied by any government agency on NewEdge relating to its services. Client is a tax-exempt entity and shall provide evidence of same to NewEdge prior to receipt of the first invoice. 4.0 Personnel and Provision of Materials and Services 4.1 NewEdge Personnel — Personnel provided by NewEdge shall be considered solely the employees of NewEdge or its Subcontractors and not employees or agents of Client. NewEdge has and shall retain the right to exercise full control of and supervision over the creation of Materials and performance of the Services and full control over the employment, direction, assignment, compensation, and discharge of all personnel creating the Materials and performing the Services. NewEdge and its Subcontractors are and shall be solely responsible for all matters relating to compensation and benefits for all personnel provided by NewEdge. 4.2 Materials and Services Provided by Others — If any part of NewEdge Materials or Services is dependent upon work, information or other condition precedent Materials or Services by others under control of Client, then Client shall inspect to ensure such work, information or other condition precedent Materials or Services sufficiently fulfills the quality needed for NewEdge to create subsequent Materials and or perform subsequent Services. Each Party shall promptly report to the other Party any defect or other deficiency in work, information or other condition precedent materials or services by others under control of Client that renders such materials or services unsuitable for NewEdge's proper performance. In such case, the Parties shall work together to remedy such defects or deficiencies and NewEdge shall not be held in breach of any provision of the Agreement or any Order under this Agreement as a result of such defects or deficiencies. 4.3 Use of Subcontractors — NewEdge may, in its sole and exclusive discretion, use Subcontractors to create any portion of the Materials or perform any portion of the Services. NewEdge shall provide to Client, upon request, information about the Subcontractor including the identity, the location, and a complete description, of the activities to be performed by such Subcontractor. NewEdge shall remain responsible for the acts or omissions of its approved Subcontractors to the same extent as if such acts or omissions were performed by NewEdge. 5.0 Intellectual Property 5.1 Definitions — For purposes of this provision, the following terms govern: a. "Items" shall mean any or all inventions, discoveries, ideas, (whether patentable or not), and all works and materials, including but not limited to products, devices, computer programs, source codes, designs, files, specifications, texts, drawings, processes, data or other information or Documentation in preliminary or final form, and all Intellectual Property Rights in or to any of the foregoing. b. "Excluded Materials" shall mean: [i] Client's Pre -Existing Materials; [ii] Client's Independently Developed Materials; and [iii] Client's Mere Reconfigurations. C. "Client's Pre -Existing Materials" shall mean those Items owned by Client to the extent and in the form that they both existed prior to the date NewEdge began any work under this Agreement or any Order under this Agreement and were created without any use of any NewEdge Items. Client's Pre -Existing Materials shall not, however, include Paid -For Enhancements thereto. Page 4 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-30641 D939C63 d. "Client's Independently Developed Materials" shall mean those Items that have been developed by Client, or on Client's behalf, both [i] without use of any NewEdge Items; and [ii] independently of any work performed under any Agreements between or among the Parties. e. "Client's Mere Reconfigurations" means those specific reconfigurations of Client's Pre -Existing Materials performed by NewEdge, or on NewEdge's behalf, but only to the extent that such reconfiguration is an alteration to such Materials required to permit Client's Materials to function as a precondition as described in Appendix A — Statement of Work. In no event shall Mere Reconfigurations include enhancements, modifications, or updates that are not contained in Client's Pre -Existing Materials and that add any features, functionality, or capabilities. f. "Intellectual Property Rights" means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, know-how, rights in content, or other intellectual property rights, protected under the Laws of any governmental authority having jurisdiction. g. "Paid -For Development" means any and all Items to the extent produced or developed by or on behalf of Clients or its employees, agents, or direct or indirect contractors or suppliers (and whether completed or in - progress) or forming part of any Materials pursuant to this Agreement or any Order under this Agreement for the development of which NewEdge has been paid monies pursuant to this Agreement. Paid -For Development shall always exclude all Excluded Materials, but shall include (without limitation) any modifications, alterations or updates of any Excluded Materials that otherwise fall within the definition of Paid -For Development. NewEdge's ownership of Paid -For Development shall, of course, be subject to Client's underlying rights and ownership in Client's Excluded Materials. h. "Provided Items" means Items created by or on behalf of NewEdge or directly or indirectly provided to Client (in any form, including, without limitation, verbally) by or on behalf of NewEdge. 5.2 Reservation of Rights —The Parties hereby acknowledge and agree that notwithstanding any other provision in the Agreement, NewEdge is not transferring or granting to Client any right, title, or interest in or to (or granting to Client any license or other permissions in or to) any or all: a) Items created by or on behalf of Client or directly or indirectly provided to Client (in any form, including, without limitation, verbally) by or on behalf of NewEdge; b) Paid For Development or c) Intellectual Property Rights, including, without limitation, any Intellectual Property Rights in or to any NewEdge Provided Items or Paid -For Development. The sole exceptions to the foregoing reservation of rights are that [1] NewEdge hereby grants Client such license as is described in Section 2.0 License Grant, [2] raw data collected [a] by client without NewEdge assistance or [b] by NewEdge for compensation on Client's behalf, and [3] customized Crystal Reports' reports created by NewEdge for compensation on Client's behalf. In no way expanding the foregoing license, said license in no manner permits Client to (and Client hereby promises not to without the explicit prior written and signed consent of NewEdge) make use of any NewEdge Provided Items, Paid -For Development, or Intellectual Property Rights either for the benefit of any third party or other than as agreed in a signed writing by NewEdge or expressly provided in the Agreement. 5.3 Client Acts and Obligations — Client shall promptly take or secure such action (including, but not limited to, the execution, acknowledgment, delivery, and assistance in preparation of documents or the giving of testimony) as may be reasonably requested by NewEdge to evidence, transfer, perfect, vest or confirm NewEdge's right, title and interest in any Paid -For Development. Client shall, in all events and without the need of NewEdge's request, secure all Intellectual Property Rights in any Paid -For Development (and any licenses specified above in any Excluded Materials) from each employee, agent, subcontractor or sub -supplier of Client who has or will have any rights in the Paid -For Development or Excluded Materials. 5.4 License Grant to Excluded Materials — If and to the extent that Client embeds any Excluded Materials in the Paid - For Development, Client hereby grants and promises to grant and have granted to NewEdge and its Affiliates a Page 5 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-301341 D939C63 royalty -free, nonexclusive, sublicensable, assignable, transferable, irrevocable, perpetual world-wide license, in and to the Excluded Materials and any applicable Intellectual Property Rights of Client to use, copy, modify, distribute, display, perform, import, make, sell, offer to sell, and exploit (and have others do any of the foregoing on or for NewEdge's or any of its Affiliates behalf or benefit) the Excluded Materials but only for purposes of creating the Materials and performing the Services as provided in this Agreement. 6.0 Compliance 6.1 Compliance With Laws — Both Parties shall comply with all Laws attendant upon this Agreement, or any Order under this Agreement and Client utilization of the Materials and Services provided in Appendix A — Statement of Work. Client shall procure all approvals, bonds, certificates, insurance, inspections, licenses, and permits that such Laws require for the performance of NewEdge under this Agreement. Client shall create and maintain any necessary records, provide any certificate, affidavit or other information or documentation requested or as otherwise required by NewEdge (a) to show compliance by Client with Laws, (b) to comply or otherwise establish Client's compliance with Laws or (c) to allow NewEdge to timely respond to any complaints, filings, or other proceedings. Client shall, to the extent it becomes aware of any new or previously unknown Law or other such requirement which may affect NewEdge's performance under this Agreement, promptly inform NewEdge of such requirement and agrees to indemnify, defend, and hold harmless NewEdge to the extent such requirements are not promptly communicated by Client to NewEdge. 7.0 Warranties 7.1 General Warranties - Each Party to this Agreement represents and warrants that such party is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party further represents and warrants to the other that the execution and delivery of the Agreement or any Order under this Agreement and the performance of such Party's obligations hereunder have been duly authorized, and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. Client further represents and warrants that: (a) all information provided to NewEdge is complete, accurate and correct and any additional time or expense incurred by NewEdge to reperform, revise or otherwise redo work performed by NewEdge on any incomplete, inaccurate, or incorrect information provided by Client to NewEdge shall be solely at Client's expense. 7.2 Warranty of Execution - Each Party represents and warrants that the execution and performance of this Agreement or any Order under this Agreement does not violate any applicable law or other contract or obligation to which Client is a party or is otherwise bound. 7.3 Warranty of Quality - NewEdge's services shall be performed in a manner consistent with that degree of skill and care ordinarily exercised by professionals performing similar services in the same locality, at the same site and under the same or similar circumstances and conditions. NewEdge makes no other representations or warranties, whether expressed or implied, with respect to the services rendered hereunder. 7.4 Warranty Disclaimers — Not withstanding any assurance of any type elsewhere in the Agreement, NewEdge does not guarantee any specific result from the Materials or Services provided under the Agreement or any Order under this Agreement or that Client will achieve any specific result or end as a result of the Materials or Services provided by NewEdge to Client. THE MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND NewEdge SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FORTH E SERVICES. THIS Page 6 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-30641 D939C63 DISCLAIMER SHALL BE ENFORCED TO THE EXTENT PERMITTED BY LAW IN THOSE JURISDICTIONS THAT MAY LIMIT THE EXCLUSION OF IMPLIED WARRANTIES. 7.5 Unascertainable Conditions - NewEdge shall not be required to sign any documents, no matter by whom requested, that would result in NewEdge's having to certify, guaranty, or warrant the existence of conditions that NewEdge cannot independently ascertain with certainty. 8.0 Confidentiality 8.1 General Confidentiality - Both Parties agree that any Information either provides to the other shall be deemed confidential and shall be the providing Party's property. The receiving Party shall use such Information for the sole purpose of providing the Materials and performing the Services under this Agreement or any Order under this Agreement and such Information shall not be used for any other purpose except as expressly permitted under this Agreement. Upon expiration or termination of this Agreement or any Order under this Agreement or upon the providing Party's request, receiving Party shall promptly (i) return all copies of such Information in written, graphic or other tangible form, or (ii) certify the destruction of all documents and other material in the possession, custody or control of receiving Party, its affiliates, employees, representatives, subcontractors or agents that bear or incorporate any part of providing Party's Information. 8.2 Confidentiality Waivers - Neither Party shall not have an obligation to the other with respect to Information which: (a) at the time of disclosure was already known to the other free of any obligation to keep it confidential (as evidenced by the other Party's written records prepared prior to such disclosure); (b) is or becomes publicly known through no wrongful act (such obligations ceasing at the time such Information becomes publicly known); (c) is lawfully received from a third party, free of any obligation to keep it confidential; (d) is independently developed by a third party or by the Party against whom an obligation to protect such Information is to be enforced, as evidenced by Party's written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the Party seeking to enforce such obligation; or (e) the providing Party consents in writing to be free of restriction. 8.3 Required Disclosures of Confidential Information a. Compelled Disclosures of Confidential Information - If either Party is required to provide or disclose Information to any court or government agency pursuant to a written court order, subpoena, regulatory demand, or process of law, such Party must, unless prohibited by applicable law, first provide the other Party with prompt written notice of such requirement and reasonably cooperate with the other Party should it seek reasonable protective arrangements for the production of such Information. Both Parties will take reasonable steps to limit any such provision of Information to the specific Information required by such court or agency and continue to otherwise protect all Information disclosed in response to such order, subpoena, regulation, or process of law. b. Limiting Disclosure of Confidential Information —Both Parties will limit the disclosure of Information to employees, representatives, subcontractors, or agents with a need to know who: (i) have been advised of the proprietary nature thereof; and (ii) have in writing either acknowledged a specific obligation to maintain the confidentiality of Information or agreed to protect and keep confidential all proprietary information to which they have access in the scope of their employment. 8.4 Public Information Act- NewEdge acknowledges that Client is a government entity subject to the Public Information Act, and therefore is limited in its ability to withhold information. Client agrees to timely notify NewEdge of any request for information identified as Confidential under this Agreement. NewEdge acknowledges that Client is not responsible for seeking to have requested information withheld on behalf of NewEdge. Page 7 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-30641 D939C63 9.0 Limitation of Damages and Indemnity 9.1 Limitation of Type of Damages - In no event shall either Party be liable to the other or any third party for any consequential or incidental damages regardless of whether either Party or third party has been apprised of such damages, however caused, based on any theory of liability including without limitation breach of contract or tort. 9.2 NewEdge Reliance on Client Information - NewEdge shall be entitled to rely, without liability, on the accuracy and completeness of any and all information provided by Client, Client's consultants and contractors, manufacturers, suppliers, publishers of technical standards, and information from public records, without the need for independent verification. To the extent such information appears to be incomplete or inaccurate, NewEdge shall in good faith advise client accordingly and Client shall promptly cooperate to resolve such inaccuracies or provide such information as need to provide NewEdge complete information. To the extent such inaccurate or incomplete information impedes or otherwise delays NewEdge's performance under this Agreement, Client agrees to, hold harmless, and defend NewEdge and its Affiliates, as well as their respective agents, distributors and subcontractors, individually or collectively, as the case may be, in accordance with this provision against any loss arising from, or in connection with, or resulting from, the Materials or Services furnished by NewEdge under this Agreement or any Order under this Agreement or acts or omissions with respect to this Agreement or any Order under this Agreement. 9.3 Client General Indemnity of NewEdge — To the extent allowed by law, Client agrees to hold harmless and defend NewEdge, NewEdge's officers, directors, employees, agents, subcontractors and third -party suppliers or affiliates, at Client's expense, against any and all third -party claims, actions, proceedings, and suits brought against NewEdge or any of NewEdge's officers, directors, employees, agents, subcontractors, third -party suppliers or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by NewEdge or any of NewEdge's officers, directors, employees, agents, subcontractors, third -party suppliers or affiliates, arising out of or relating to: (a) Client's breach of any term or condition of this Agreement; (b) Client's fraudulent, illegal or malicious use of the Materials or Services; (c) Client's violation of applicable Laws, rules or regulations in connection with the Materials or Services; (d) NewEdge's use of any content or information provided by Client to NewEdge; or (e) the disclosure of this Agreement. In such a case, NewEdge shall provide Client written or electronic notice of such claim, suit, or action. Client shall cooperate as fully as reasonably required in the defense of any claim. NewEdge reserves the right, at NewEdge's own expense, to assume the exclusive defense and control of any matter subject to indemnification by Client. 10.0 Termination 10.1 Termination for Cause a. This Agreement or any Order under this Agreement may be terminated in part or whole by either Party for [1] failure to comply with the terms and conditions of the Agreement, or [2] as provided elsewhere in the Agreement. b. In such case as Client elects to terminate for alleged deficiency in Materials provided or Services performed or alleged failure of NewEdge to comply with the terms and conditions of the Agreement or any Order under this Agreement and such alleged failure relates directly to the quality or consistency of the performance by NewEdge under the Agreement, Client shall provide written notice to NewEdge thirty (30) days in advance of the date of proposed termination. On receipt of such notice, NewEdge shall have a reasonable time, not to exceed a (30) day period, to remedy such alleged deficiency or failure. If after such Page 8 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-30641 D939C63 remedial effort, the alleged deficiency or failure has not been reasonably cured, the Agreement or any Order under this Agreement shall be deemed terminated. 10.2 Termination by Agreement —The Agreement or any Order under this Agreement maybe terminated by a writing signed by both Parties. In such case, Client shall pay fees for work performed up to and including the date of agreed termination in compliance with the terms of the Agreement. 10.3 Temporary Suspension of Work— Should the Client desire to temporarily suspend work under this Agreement or any Order under this Agreement without terminating the Agreement or any Order under the Agreement, Client shall provide NewEdge thirty (30) days written notice of such suspension, the reasons for such suspension, and the proposed date on which work may recommence. Such temporarily suspended work may be resumed on a mutually agreed date but in no event shall NewEdge be required to agree to a date which unreasonably interferes with previous or anticipated commitments or scheduled events. In such case, Client shall pay fees for work performed up to and including the date of agreed suspension in compliance with the terms of the Agreement. 11.0 Miscellaneous Terms 11.1 Electronic Data Transmission The Parties may exchange communications, documents, and other relevant Materials ("Data") electronically, in place of tangible documents, and unless otherwise agreed in a signed writing, shall direct such Data to the respective contact listed in the Notices provision of this Agreement. The following additional conditions apply to any such exchanges: a. Statute of Frauds. All Data transmitted pursuant to this clause shall be deemed to be a "writing" or "in writing" for purposes of the Uniform Commercial Code. Any such Data containing or having affixed to it a Signature shall be deemed for all purposes to: (i) to have been "signed" and "executed," and (ii) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business. b. Method of Exchange. Data shall be exchanged by direct electronic or computer systems communication between NewEdge and Client or by indirect communications using a third -party service provider to translate, forward and/or store such Data. Each Party shall be responsible for the cost(s) and associated cost(s) of any such third -party service provider with which it contracts. 11.2 Independent Contractor - The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement or any Order under this Agreement shall be construed to (a) constitute Parties as partners, joint venturers, co -owners or otherwise as participants in a joint or common undertaking, or (b) except to the extent expressly set forth in this Agreement, allow any Party hereto to create or assume any obligation on behalf of another Party hereto for any purpose whatsoever. 11.3 Cumulative Remedies - The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where this Agreement or any Order under this Agreement specifies that a particular remedy is sole or exclusive, but neither Party may retain the benefit of inconsistent remedies. No single or partial exercise of any right or remedy with respect to one breach of this Agreement or any Order under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy with respect to the same or a different breach. 11.4 Assignment and Delegation - Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, without the prior written consent of the other Party, except as follows: Page 9 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-9460-30641 D939C63 a. Permitted Assignment of Rights or Delegation of Duties - Without securing the consent of the other, either Party may assign its rights, or delegate its duties, or both, in whole or in part: to any present or future Affiliate of assigning Party, to any lender providing financing to assigning Party, or to any third party that assumes the operation of or otherwise acquires any substantial portion of the business of assigning Party affected by this Agreement. b. Delegation Permitted by this Agreement - NewEdge may subcontract its performance subject to the Section entitled "Use of Subcontractors." C. Assignment of Right to Receive Money — Either Party may assign its right to receive money due hereunder, but any assignment of money is void to the extent (a) the assignor fails to give the non -assigning Party at least thirty (30) days prior notice, (b) the assignment purports to impose upon the non -assigning Party additional costs or obligations in addition to the payment of such money, or (c) the assignment purports to preclude non -assigning Party from dealing solely and directly with assigning Party in all matters pertaining to this Agreement. d. Non -Compliant Assignment and Delegations are Void - Any assignment, delegation or transfer for which consent is required hereby and which is made without such consent given in writing is void. 11.5 Entire Agreement - This Agreement, including all appendices, exhibits, attachments and documents incorporated by reference, constitutes the final, complete, and exclusive expression of the Parties' agreement on the matters contained in this Agreement. The terms of this Agreement or any Order under this Agreement shall govern in lieu of all other pre-printed, standardized, or other provisions that may otherwise appear in any other paper or electronic record of either Party. All prior written and oral negotiations and agreements, and all contemporaneous oral negotiations and agreements, between the Parties on the matters contained in this Agreement or any Order under this Agreement are expressly merged into and superseded by this Agreement or any Order under this Agreement. The Parties do not intend that the provisions of this Agreement or any Order under this Agreement be explained, supplemented, or qualified through evidence of trade usage or any prior course of dealings or any course of performance under any prior agreement. In entering into this Agreement or any Order under this Agreement, neither Party has relied upon any statement, estimate, forecast, projection, representation, warranty, action or agreement of the other Party except for those expressly contained in this Agreement or any Order under this Agreement. There are no conditions precedent to the effectiveness of this Agreement or any Order under this Agreement other than any expressly stated in this Agreement or any Order under this Agreement. 11.6 Orders— Client may order Materials or Services by submitting Orders in connection with this Agreement that are substantially in the form of Appendix 6 — Order Form. 11.7 Force Majeure - If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inability to comply will not constitute breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party's inability to perform those obligations is not due to its failure to (a) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (3) that party complies with its obligations under this provision. a. Definition of Force Majeure Event - For purposes of this agreement, "Force Majeure Event" means, with respect to a Party, any event or circumstance, whether or not foreseeable, that was not caused by that Party (other than a strike or other labor unrest that affects only that Party, an increase in prices or other change in general economic conditions, a change in law, ordinance, or other statutory or regulatory provision with which such Party must comply, or an event or circumstance that results in that party's not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance. Page 10 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-9460-30641 D939C63 b. Force Majeure Event Notice Requirement - If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. Thereafter the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying Party shall use reasonable efforts to limit damages to the other Party and to resume its performance under this Agreement. 11.8 Time Not of the Essence —Time is not of the essence. 11.9 Governing Law - This Agreement and all Orders under the Agreement shall be construed in accordance with the Laws of the state of Texas, without regard to principles of conflicts of law and excluding the United Nations Convention on Contracts for the International Sale of Goods. For purposes of applying its Uniform Commercial Code, the Materials and Services provided under this Agreement or any Order under this Agreement shall be deemed to be "goods." 11.10 Forum Forum for Judicial Actions - Other than to the extent expressly set forth below in this provision, any legal action or proceeding arising out of or relating to this Agreement or the transactions it contemplates shall be brought only in the Fort Worth Division of the United States District Court for the Northern District of Texas or in any Texas state court sitting in Fort Worth, Texas.. Process in any such judicial action may be served on a Party anywhere in the world, whether within or without the State of Texas. The choice of forum above shall not prohibit the enforcement of any judgment obtained in that forum or any other appropriate forum. 11.11 Amendments and Waivers a. General Amendment - The Parties may not amend this Agreement or any Order under this Agreement except by a written agreement of the Parties that identifies itself as an amendment to this Agreement or any Order under this Agreement and is signed by both Parties. b. General Waivers of Rights - No waiver of any right or condition is effective unless given in writing and signed by the Party waiving such right or condition. No delay or omission by either Party to exercise any right or power it has under this Agreement or any Order under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach, condition or covenant shall not be construed to be a waiver of any succeeding breach or condition or of any other covenant. All waivers must be in writing and signed by the Party waiving its rights. C. Changes to Scope of Materials or Services - Changes to scope of the Materials or Services as described in this Agreement or any Order under this Agreement must be expressly stated and comply with the terms of this Agreement. 11.12 Severability - If any provision of this Agreement or any Order under this Agreement is determined to be invalid, illegal, or unenforceable, then the remaining provisions of this Agreement or any Order under this Agreement shall remain in full force to the extent both the economic and legal substance of the transactions contemplated by this Agreement or any Order under this Agreement are not affected in any manner that is materially adverse to either Party by severing the provision determined to be invalid, illegal, or unenforceable. 11.13 Construction and Interpretation a. Joint Drafting and Understanding - This Agreement has been prepared jointly and has been the subject of arm's length and careful negotiation. Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants, and each Party has the requisite experience and Page 11 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-301341 D939C63 sophistication to understand, interpret and agree to the particular language of its provisions. Accordingly, the drafting of this Agreement is not to be attributed to either Party. b. General Construction (1) Headings contained in this Agreement or any Order under this Agreement are for reference purposes only and are not to affect the meaning or interpretation of this Agreement. (2) The word "include" in every form means to include without limitation by virtue of enumeration and a derivative of a defined term shall have the meaning appropriate to the context of its use. (3) References to content posted on any website referred to in this Agreement or any Order under this Agreement shall mean such content as it may be revised from time to time. (4) Whenever this Agreement or any Order under this Agreement refers to a consent or approval to be given by either Party, such consent or approval is effective only if given in writing and signed by the Party giving approval or consent. (5) The use of singular words includes the plural and vice versa. 11.14 Third Party Beneficiaries - Except as expressly set forth to the contrary in this Agreement, there are no third -party beneficiaries of this Agreement or any Order under this Agreement, and this Agreement or any Order under this Agreement shall not provide any third person or entity with any remedy, claim, liability, reimbursement, claim of action or other legal or equitable right in excess of those existing without reference to this Agreement. NewEdge's Materials and Services provided through this Agreement or any Order under this Agreement are solely for the benefit of the Client. 11.15 Survival of Obligations - Obligations and rights under this Agreement or any Order under this Agreement that by their nature would reasonably continue beyond the termination or expiration of this Agreement or any Order under this Agreement (including without limitation those in the Sections entitled "Intellectual Property," "Compliance," "Warranties," "Confidentiality," Limitation of Damages and Indemnity," and "Miscellaneous Terms") shall survive the termination or expiration of this Agreement or any Order under this Agreement. 11.16 Notices a. Each Party giving or making any notice, consent, request, demand, or other communication pursuant to this Agreement or any Order under this Agreement must give the notice in writing and use one of the following methods, each of which for purposes of this provision is a writing: by hand; certified mail (return receipt requested and postage prepaid); U.S. Postal Service overnight or priority mail; internationally recognized overnight courier (in either case with all fees prepaid); or email. Each Party giving a notice shall address the notice to the appropriate person (the "Addressee") at the receiving Party at the address listed below: (1) NewEdge: Laura Carr, Chief Operating Officer 9191 Kyser Way, Suite 103 Frisco, TX 75033 469-766-3732 - Icarr@newedgeservices.com (2) CLIENT: City of Beaumont, TX Angela Wright, Chief Technology Officer 801 Main Street, Suite 330 Beaumont, TX 77701 409-880-3189 — angela.wright@beaumonttexas.gov Page 12 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41386-94130-30641 D939C63 b. A notice is effective only if the Party giving notice has complied with the foregoing requirements of this Section and the Addressee has received the notice. A notice is deemed to have been received as follows: (1) If a notice is furnished by hand, on the date of delivery if delivered during business hours on a business day (otherwise on the next business day); (2) If a notice is sent by certified mail, U.S. Postal Service overnight or priority mail, or internationally recognized overnight courier, upon the date of delivery as indicated by the receipt or other tracking record. (3) If a notice is sent by e-mail, upon successful transmission to the recipient's email account, if such notice is sent in time to allow it to be accessible by the Addressee before the time allowed for giving such notice expires, and a confirmation copy is sent by one of the other methods. (4) The addresses and telephone numbers to which notices may be given to either Party may be changed by written notice given by such Party to the other pursuant to this Section. 12.0 Transmission of Original Signatures and Executing Multiple Counterparts Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of original signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date. C' 6?j,g&AVgpont, TX Signature Kenneth Williams City Manager 5/1/2023 1 3:09 PM CDT Date NewlEd � g y� Services, LLC (AWA. (AYr 19BFOB2822F346B... Signature Laura Carr Chief Operating Officer 5/2/2023 1 8:28 AM CDT Date Page 13 of 13 NewEdge Services, LLC — Confidential Information This Agreement is not for use or disclosure outside the Parties to this Agreement, their Affiliates, and their third -party representatives, except under written agreement by the contracting Parties. DocuSign Envelope ID: 2C1 E21AE-OC73-41B86-94BO-301341 D939C63 N ME Date: May 18, 2022 Customer: City of Beaumont �l �IW1Urrrrl�! ,���I� pgtl�,w,�a,�r ,�r���„�1 801 Main St SERVICES, LLBI Beaumont, TX 77701 Quoted By: Brad Daugherty 469-766-3732 bdaughefty@newedgeservices.com Item Description, Total Fee 1.0 On -Premise to Cloud Hosted Solution Migration $3,500 NewEdge will transition the City of Beaumont's Cityworks AMS, Cityworks PLL and related applications from City servers to the NewEdge Cloud. NewEdge will install and configure the Cityworks system components in the NewEdge Cloud along with a copy of the existing database. After thorough testing, NewEdge will migrate the Cityworks database and applications to the NewEdge Cloud. The migration will be performed outside of office hours and scheduled to best meet the client's needs. 2.0 Cloud Hosting $503000 NewEdge will host the City of Beaumont's Cityworks AMS, Cityworks PLL and Annually related applications on multiple cloud servers and provide all administration, including: hardware, software (Cityworks, SQL Server), and database administration. City staff and the public (where allowed) will have access to Cityworks through the cloud but the City will NOT be responsible for administering any aspect of Cityworks, except as desired by City staff. Users with administrative privileges will have access to the Designer module of Cityworks. The Hosted solution includes: 0 2 Desktop Workspaces o 250 GB • Provides remote desktop access for users to access Designer, report creation or modifications, GIS edits, or GIS configuration changes. • Will utilize City's Esri and Cityworks license 0 Application Server * 500 GB * Data drive to house Cityworks * Will utilize City's Esri and Cityworks license 0 Database Server * 30 GB database size * Hosts the Cityworks and Esri Geodatabase * SQL Server included 0 Cityworks Test Environment 0 1 major software upgrade annually, performed outside office hours. Upgrades will only be performed with client approval and scheduled accordingly with the client to best meet the client's needs. 0 Minor software upgrades/patches will be applied at client's discretion, performed outside office hours 0 All servers are fully backed up nightly, including operating system and data drives, and backups are retained for 8 days 0 Operating system patches and updates will be made during maintenance windows on the 1st Saturday of the month @ 8:00 UTC. Patches and updates will be tested prior to installation on production. 0 All GIS and/or Cityworks support outside of system administration will be billed through a separate hourly support contract. The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 9191,Kyser'Waly, SuRe"103II rlsc�o,,TX 75033 1 v: 469 888.5044II f: 214 705.15731 ] www.Iiii�ewedge,s,e,rylices.co,i DocuSign Envelope ID: 2C1 E21AE-OC73-4B86-94BO-30B41 D939C63ME Client Responsibilities • The above Cityworks environment requires a hosted ArcGIS Enterprise environment or for the City to provide GIS services that can be consumed by Cityworks from the NewEdge cloud. • The above cloud environment will utilize the client's Cityworks ELA and ArcGIS Enterprise license (GIS licensing is depended on desired architecture). Maintenance for the Cityworks and GIS software would be paid by the client to Azteca, Inc. and Esri, respectively. • The client is responsible for local hardware (desktops, laptops, servers, mobile devices, etc.) and internet connectivity. Special Terms and Conditions Amazon Web Services, Inc. Client acknowledges that hosting services originate with Amazon Web Services, Inc. ("AWS") and that both NewEdge and Client are bound by the terms that govern AWS products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by AWS to NewEdge and agrees to comply with the terms and conditions that govern AWS products and services and that govern the relationship between NewEdge and AWS as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. AWS Customer Agreement applicable to all AWS offerings provided by NewEdge. h ttps://a ws. amazon. com/agreement/ b. Amazon EC2 Service Level Agreement applicable to Amazon Elastic Compute Cloud ("Amazon EC2") and Amazon Elastic Block Store ("Amazon EBS") offerings. https.-Ilaws.amazon.com/ec2/S/al c. Amazon Relational Database Service ("Amazon RDS") https.-Ilaws.amazon.com/rdslslal Environmental Systems Research Institute, Inc. (Esri) Client acknowledges that hosting services utilize licensed products from Environmental Systems Research Institute, Inc. (Esri) and that both NewEdge and Client are bound by the terms that govern Esri products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by Esri to NewEdge and agrees to comply with the terms and conditions that govern Esri products and services and that govern the relationship between NewEdge and Esri as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. Esri Master Agreement http://www. esri. com/—/media/Files/Pdfs/legal/pdfs/mla_e204_e300/ english. pdf b. Esri Legal Information http://www. esri. com/legal/software-license The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 191 s r ' u , Siil II rllsc� ,,1 : 469 888.5044II f: 214 705.15731 .IIii� llice s.c ,i DocuSign Envelope ID: 2C1 E21AE-OC73-4B86-94BO-30B41 D939C63ME Azteca Systems, Inc. (Cityworks Client acknowledges that hosting services utilize licensed products from Azteca Systems, Inc. (Cityworks) and that both NewEdge and Client are bound by the terms that govern Cityworks products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by Cityworks to NewEdge and agrees to comply with the terms and conditions that govern Cityworks products and services and that govern the relationship between NewEdge and Cityworks as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client through the Clients MyCityworks.com login. The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 191 s r ' u , Siil II rllsc� ,,1 : 469 888.5044II f: 214 705.15731 .IIii� llice s.c ,i DocuSign Envelope ID: 2C1 E21AE-OC73-41B86-94BO-301341 D939C63 N ME Date: May 18, 2022 Customer: City of Beaumont �l �IW1Urrrrl�! ,���I� pgtl�,w,�a,�r ,�r���„�1 801 Main St SERVICES, LLBI Beaumont, TX 77701 Quoted By: Brad Daugherty 469-766-3732 bdaughefty@newedgeservices.com Item Description, Total Fee 1.0 On -Premise to Cloud Hosted Solution GIS Migration $7,500 NewEdge will transition the City of Beaumont's ArcGIS Enterprise from City servers to the NewEdge Cloud. NewEdge will install and configure the Esri Enterprise components (ArcGIS Server, enterprise Geodatabase, Portal for ArcGIS, and ArcGIS Data Store) in the NewEdge Cloud. After thorough testing, NewEdge will migrate the enterprise geodatabase and any web mapping applications to the NewEdge Cloud. The migration will be performed outside of office hours and scheduled to best meet the client's needs. 2.0 Cloud Hosting $45,000 NewEdge will host the City of Beaumont's ArcGIS Enterprise on multiple cloud Annually servers and provide all administration, including: hardware, software (Esri and SQL Server), and database administration. City staff and the public will have access to select GIS mapping web / mobile applications through the cloud but the City will NOT be responsible for administering any aspect of ArcGIS Enterprise, except as desired by City staff. GIS data edits will continue to be performed by City personnel through services published from the cloud environment. The Hosted solution includes: • 1 Desktop Workspace * 250 GB * Provides remote desktop access for GIS edits or GIS configuration changes. * Will utilize City's Esri license 0 ArcGIS Server * 250 GB * Dedicated ArcGIS Server machine * Will utilize City's Esri license 0 Database Server * 30 GB database size * Hosts the Esri Geodatabase * SQL Server included 0 Portal Server * 250 GB * Hosts Portal for ArcGIS 0 Data Store Server 0 1 TB database size 0 Hosts ArcGIS Data Store 0 The NewEdge UniquelD Tool (See Description Below) 0 1 major software upgrade annually, performed outside office hours. Upgrades will only be performed with client approval and scheduled accordingly with the client to best meet the client's needs. 0 Minor software upgrades/patches will be applied at client's discretion, performed outside office hours 0 All servers are fully backed up nightly, including operating system and data The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 9191,Kyser'Waly, SuRe"103II rlsc�o,,TX 75033 1 v: 469 888.5044II f: 214 705.15731 ] www.Iiii�ewedge,s,e,rylices.co,i DocuSign Envelope ID: 2C1 E21AE-OC73-4B86-94BO-30B41 D939C63ME drives, and backups are retained for 8 days Operating system patches and updates will be made during maintenance windows on the 1st Saturday of the month @ 8:00 UTC. Patches and updates will be tested prior to installation on production. All GIS support outside of system administration will be billed through a separate hourly support contract. Client Responsibilities • The above cloud environment will utilize the client's ArcGIS Enterprise license. Maintenance for the GIS software would be paid by the client to Esri. • The client is responsible for local hardware (desktops, laptops, servers, mobile devices, etc.) and internet connectivity. Special Terms and Conditions Amazon Web Services, Inc. Client acknowledges that hosting services originate with Amazon Web Services, Inc. ("AWS") and that both NewEdge and Client are bound by the terms that govern AWS products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by AWS to NewEdge and agrees to comply with the terms and conditions that govern AWS products and services and that govern the relationship between NewEdge and AWS as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. AWS Customer Agreement applicable to all AWS offerings provided by NewEdge. https.-Ilaws.amazon.com/agreementl b. Amazon EC2 Service Level Agreement applicable to Amazon Elastic Compute Cloud ("Amazon EC2") and Amazon Elastic Block Store ("Amazon EBS") offerings. https.-Ilaws.amazon.com/ec2/Slal c. Amazon Relational Database Service ("Amazon RDS") h ttps://a ws. amazon. com/rds/sla/ Environmental Systems Research Institute, Inc. (Esri) Client acknowledges that hosting services utilize licensed products from Environmental Systems Research Institute, Inc. (Esri) and that both NewEdge and Client are bound by the terms that govern Esri products and services. Client expressly acknowledges that Materials and Services provided by NewEdge to Client can be no more robust than those provided by Esri to NewEdge and agrees to comply with the terms and conditions that govern Esri products and services and that govern the relationship between NewEdge and Esri as they may be amended from time to time. Client may access such terms as may be relevant to the Materials and Services provided by NewEdge to Client at the following web links: a. Esri Master Agreement http://www. esri. com/—/media/Files/Pdfs/legal/pdfs/mla_e204_e300/ english. pdf The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 191 s r ' u , Siil II rllsc� ,,1 : 469 888.5044II f: 214 705.15731 .IIii� llice s.c ,i DocuSign Envelope ID: 2C1 E21AE-OC73-4B86-94BO-30B41 D939C63ME b. Esri Legal Information h ttp://www. esri. com/legal/software-license NewEdge UniquelD Tool Description NewEdge Services, LLC (NewEdge) will install the NewEdge Unique ID Tool on the client's hardware. The tool will be configured to meet the specific requirements of the client and will maintain unique IDs for designated feature classes within the geodatabase. Designed to work seamlessly with the GIS database, the NewEdge Unique ID Tool generates custom, unique IDs for GIS features with the following highlights: • Allows for multiple ID formats in same attribute; Legacy I D's remain active • Globally unique IDs across database • Saves configuration for easy modifications • Automatically assigns IDs, eliminating user error or duplicate ID's generated through manual ID processes • Batch ID generation functionality - for use with new or imported datasets r��iuuui�irw Nil SERVICES, LLC, The fees quoted are good for 60 days from the date listed. The information contained within this quotation is confidential and proprietary and shall not be released to a third party without the consent of NewEdge Services, LLC. 191 s r ' u , Siil II rllsc� ,,1 : 469 888.5044II f: 214 705.15731 .IIii� llice s.c ,i