Res 2017-069/approving an agreement with TMT Solutions, Inc. in connection with the Surface Water Treatment Plant and the Wastewater Treatment Plant Supervisory Control and Data Acquisition Systems for the Public Services Department in the total amount of

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messages. Finally, the Contractor will include a Sierra Wireless AirLink cellular modem, which will be utilized as a gateway to allow those SMS messages to be distributed to specified devices. 1.1.2 Create customized reports using the Ignition Report Writer module based on the customer's feedback and needs. 1.1.3 Migrate Legacy data from Lookout to the new database residing on the City's Microsoft SQL Server. Software License Grant The Contractor will: 1.1.4 As of the Effective Date established above, the Contractor grants to the City, through its Software Provider, Inductive Automation, a non-exclusive, non -transferable, royalty -free, revocable license to use Ignition Software products (the "Software Products") as those products are detailed in the Software License Agreement Exhibit A. The Ignition HMI software will meet and exceed the City's requirements and will allow flexibility for future growth. This license is revocable by the Contractor if the City fails to comply with the terms and conditions of this Agreement, including without limitation, the City's failure to pay the Software license fees in full when due. Upon the City's acceptance and payment in full for the Inductive Software Products, the license will become irrevocable, subject to the restrictions on use and other terms set forth in this Agreement. 1.1.5 Inductive Automation, as the Software Provider, will retain ownership of, including all intellectual property rights in and to, the Software Products. 1.1.6 The Software Products are not licensed to perform functions or processing for subdivisions or entities that are not named in this Agreement. 1.1.7 The NCC Group, Inc. ("NCC") the Software Provider's escrow services company, will maintain the Software Escrow Agreement (Exhibit B) under which the Software Provider through the Contractor will place the source code of each major release of the Software Products. At the City's request, NCC will add City as a beneficiary to such escrow agreement. The City will pay the source code escrow agreement fee as stated in Article 14 directly to the escrow services company and is solely responsible for maintaining its status as a beneficiary. 1. 1.8 License Fees. The City agrees to pay the Contractor and the Contractor agrees to accept from the City as payment in full for the license granted herein, the Software fees set forth in Article 14 of this Agreement. 1. 1.9 Verification of the Software Products. Within 15 calendar days after the Project Start Date, the City will use its own process with assistance from the Contractor as necessary to verify that the Software Products perform all of the functions set forth in the Standardization and Analysis Verification Test (Exhibit C) (excluding customization, modifications, etc.). This Verification Test will constitute verification that the Software Products conform to the then - current User Guides provided by the Contractor upon completion of software customization and the functional descriptions of the Software Products in the Contractor's written proposal to the City.