HomeMy WebLinkAboutContractAGREEMENT FOR STREETLOGIX ASSET MANAGEMENT MODULE
AND ANNUAL DATA HOSTING
(SOFTWARE AS A SERVICES AGREEMENT)
THIS AGREEMENT (“Agreement”), dated for reference purposes only as October Ϯϱ, 2021, is by
and between the City of Renton (the “City”), a Washington municipal corporation, and
StreetScan, Inc. (“Vendor”), a Delaware corporation. The City and the Vendor are referred to
collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this
Agreement is effective as of the last date signed by both parties (the “Effective Date”).
1. Scope of Work: Vendor agrees to provide access to their hosted Streetlogix Asset
Management Module, to implement and host all City data required to successfully utilize
the Streetlogix Asset Management Module, and to provide professional and support
services required to successfully utilize the Streetlogix Asset Management Module as
further described in Exhibits A, which are attached and incorporated herein and may
hereinafter be referred to as the “Work.” Vendor shall provide the Work consistent with
the requirements of the Service Level Agreement as set forth in Exhibit A.
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing, and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually
agreed by the Parties.
3.Time of Performance:Vendor shall commence performance of the Agreement within 15
days of the Agreement’s execution.
4. Compensation:
A. Amount. The amount of the Agreement is made up of two parts, “One-Time Costs”
which apply to Phase 1 of the Work, and “Recurring Costs” which apply to Phase 2 of
the Work.
x One-Time Costs. The amount of the One Time Costs for this Agreement includes
an initial implementation fee of $2,500.00 and an t initial annual subscription fee
of $16,500.00, which combined shall not exceed $19,000.00 plus any applicable
state and local sales taxes. Costs shall be paid based upon Work actually performed
according to the rate(s) or amounts specified in Exhibit A.
CAG-21-255
PAGE 2 OF 12
x Recurring Costs. If both parties agree to renewal, the amount of the Recurring
Costs shall be $16,500.00, plus any applicable state and local sales taxes, for the
period starting one year from the Effective Date. Recurring Costs are to be billed
annually and are not to exceed an increase of __3__% year over year unless
otherwise agreed by both Parties.
Except as specifically provided herein, the Vendor shall be solely responsible for
payment of any taxes imposed as a result of the performance and payment of this
Agreement.
B. Method of Payment. On an annual basis during any year in which Work is performed,
the Vendor shall submit a voucher or invoice in a form specified by the City, including
a description of what Work has been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel. The
Vendor shall also submit a final bill upon completion of all Work. Payment shall be
made by the City for Workperformed within thirty (30) calendar days after receipt and
approval by the appropriate City representative of the voucher or invoice. If the
Vendor’s performancedoesnot meet the requirements of this Agreement, the Vendor
will correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Vendor for failure of the Vendor to
perform the Work or for any breach of this Agreement by the Vendor.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Workor amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Vendor in writing. In the event of
such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Vendor pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
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B. In the event this Agreement is terminated by the City, the Vendor shall be entitled to
payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation isa fixed fee, the City shall pay the Vendor
an equitable share of the fixed fee. This provision shall not prevent the City from
seeking any legal remedies it may have for the violation or nonperformance of any of
the provisions of this Agreement and such charges due to the City shall be deducted
from the final payment due the Vendor. No payment shall be made by the City for any
expenses incurred or work done following the effective date of termination unless
authorized in advance in writing by the City.
C. Return of Information. Upon the written request of City, Consultant shall return all of
the City’s Information in a usable format agreed to by the City at no additional cost to
the City.
6. Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable and professional standards and laws.
Vendor further represents and warrants that all final work product created for and
delivered to the City pursuant to this Agreement shall be the original work of the Vendor
and free from any intellectual property encumbrance which would restrict the City from
using the work product. Vendor grants to the City a non-exclusive, perpetual right and
license to use, reproduce, distribute, adapt, modify, and display all final work product
produced pursuant to this Agreement. The City’s or other’s adaptation, modification or
use of the final work products other than for the purposes of this Agreement shall be
without liability to the Vendor. The provisions of this section shall survive the expiration
or termination of this Agreement.
7. Record Maintenance: The Vendor shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Workprovided in the performance of this
Agreement and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Vendor agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Vendor shall make a due diligent search of
all records in its possession or control relating to this Agreement and the Work, including,
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but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Vendor
believes said records need to be protected from disclosure, it may, at Vendor’s own
expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the
City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a
Public Records Act request for which Vendor has responsive records and for which Vendor
has withheld records or information contained therein, or not provided them to the City
in a timely manner. Vendor shall produce for distribution any and all records responsive to
the Public Records Act request in a timely manner, unless those records are protected by
court order. The provisions of this section shall survive the expiration or termination of
this Agreement.
9. Independent Contractor Relationship:
A. The Vendor is retained by the City only for the purposes and to the extent set forth in
this Agreement. The nature of the relationship between the Vendorand the City during
the period of the Work shall be that of an independent contractor, not employee. The
Vendor, not the City, shall have the power to control and direct the details, manner or
means of Work. Specifically, but not by means of limitation, the Vendor shall have no
obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. Vendor shall retain the right to
designate the means of performing the Work covered by this agreement, and the
Vendorshall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made by
the Vendor is to be paid by it alone, and that employing such workers, it is acting
individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance Program,
or otherwise assuming the duties of an employer with respect to Vendor or any
employee of the Vendor.
C. If the Vendor is a sole proprietorship or if this Agreement is with an individual, the
Vendor agrees to notify the City and complete any required form if the Vendor retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Vendor’s failure to do so.
10. Hold Harmless: The Vendor agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
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expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and
all persons or entities, arising from, resulting from, or related to the negligent acts, errors
or omissions of the Vendor in its performance of this Agreement or a breach of this
Agreement by Vendor, except for that portion of the claims caused by the City’s sole
negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Vendorand the City, its officers, officials, employees and volunteers, Vendor’s liability shall
be only to the extent of Vendor’s negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Vendor’s waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to
City employees or officials. Vendor also confirms that Vendor does not have a business
interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Vendor, negotiating or administering this Agreement, or
evaluating the Vendor’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Vendor
shall obtain a City of Renton Business License prior to performing any Work and maintain
the business license in good standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
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13. Insurance: Vendor shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability/ Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Workprovided by a licensed professional or Workthat requiresa professional standard
of care.
C. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
E. Cyber Liability Insurance is required, with limits not less than $1,000,000 per
occurrence or claim, with $1,000,000 aggregate minimum. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by Vendor
in this agreement and shall include, but not be limited to, coverage, including defense,
for the following losses or services: claims involving infringement of intellectual
property, infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security, coverage for unauthorized access and use, failure of security, breach
of confidential information, or privacy perils. The policy shall provide coverage for
breach response costs, to include but not limited to crisis management services, credit
monitoring, public relations, legal service advice, notification of affected parties,
independent information security forensics firm, and costs to re-secure, re-create and
restore data or systems as well as regulatory fines and penalties with limits sufficient
to respond to these obligations.
F. Vendor shall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City’s insurance policies shall not be a
source for payment of any Vendor liability, nor shall the maintenance of any insurance
required by this Agreementbe construed to limit the liability of Vendorto the coverage
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provided by such insurance or otherwise limit the City’s recourse to any remedy
available at law or in equity. Additional Insured requirements do not apply to Cyber
Liability nor Professional Liability insurance, if applicable.
G. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
H. Vendor shall provide the City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
14. Safeguarding of Personal Information; Intellectual Property:
A. Personal Information: Vendor shall not use or disclose Personal Information, as
defined in chapter 19.255 RCW, in any manner that would constitute a violation of
federal law or applicable provisions of Washington State law. Vendoragrees to comply
with all federal and state laws and regulations, as currently enacted or revised,
regarding data security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth in
the Agreement.
Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendor agrees to implement physical, electronic, and managerial policies, procedures,
and safeguards to prevent unauthorized access, use, or disclosure of Personal
Information.
Vendorshall make the Personal Information available to amend as directed by Cityand
incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Vendor shall certify its return or destruction upon expiration or
termination of the Agreement and the Vendor shall retain no copies. If Vendor and
City mutually determine that return or destruction is not feasible, the Vendor shall not
use the Personal Information in a manner other than those permitted or authorized by
state and federal laws.
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Vendor shall notify City in writing immediately upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notification of any unauthorized access, use or disclosure.
The details of the notification must be approved by City.
Any breach of this clause may result in termination of the Agreement and the demand
for return of all Personal Information.
B. Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules, and
regulations.
15. Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s
reasonable control. When such delays beyond the Vendor’s reasonable control occur, the
City agrees the Vendor is not responsible for damages, nor shall the Vendor be deemed to
be in default of the Agreement.
16. Successors and Assigns: Neither the City nor the Vendorshall assign, transfer or encumber
any rights, duties or interests accruing from this Agreement without the written consent
of the other.
17. Notices: Except for Service of Process, any notice required under this Agreement will be in
writing, addressed to the appropriate party at the address which appears below (as
modified in writing from time to time by such party), and given personally, by registered
or certified mail, return receipt requested,by email, by facsimile or by nationally
recognized overnight courier service. Time period for notices shall be deemed to have
commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have
commenced on the first business day following transmission. Telephone may be used for
purposes of administering the Agreementbutshould not be used to give any formal notice
required by the Agreement.
CITY OF RENTON
Josh Boulware / GIS Manager
1055 South Grady Way
Renton, WA 98057
425-430-6881
jboulware@rentonwa.gov
VENDOR
Jon-Erik Dillon
CEO | StreetScan & Streetlogix
603 Salem St., Wakefield, MA 01880
514-497-7308
jonerik.dillon@streetscan.com
PAGE 9 OF 12
And to:
Cityclerk@rentonwa.gov
18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Vendor agrees as follows:
A. Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard
to the Work performed or to be performed under this Agreement, shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Vendorwill take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color,
national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or
marital status. Such action shall include, but not be limited to the following
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Vendor fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreementin whole
or in part.
D. The Vendor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council
Resolution Number 4085.
19. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Vendor.
B. Vendorwill not be reimbursed for job related expensesexcept to the extent specifically
agreed within the attached exhibits.
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C. Vendor shall furnish all tools and/or materials necessary to perform the Work except
to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Vendorto provide
Work he/she will acquire or maintain such at his/her own expense and, if Vendor
employs, sub-contracts, or otherwise assigns the responsibility to perform the Work,
said employee/sub-contractor/assignee will acquire and or maintain such training,
licensing, or certification.
E. This is a non-exclusive agreement and Vendor is free to provide his/her Work to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement.
F. Vendor is responsible for his/her own insurance, including, but not limited to health
insurance.
G. Vendoris responsible for his/her own Worker’s Compensation coverage as well as that
for any persons employed by the Vendor.
20. Other Provisions:
A. Approval Authority. Each individual executing this Agreementon behalf of the City and
Vendor represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the City or Vendor.
B. General Administration and Management. The City’s project manager is Josh
Boulware, GIS Manager (425-430-6881 – jboulware@rentonwa.gov). In providing
Work, Vendor shall coordinate with the City’s contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Vendor proposals and this
Agreement, the terms of this Agreementshall prevail. Any exhibits/attachments to this
Agreement are incorporated by reference only to the extent of the purpose for which
they are referenced within this Agreement. To the extent a Vendor prepared exhibit
conflicts with the terms in the body of this Agreement or contains terms that are
extraneous to the purpose for which it is referenced, the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
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Renton. Vendor and all of the Vendor’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Vendor
hereby expressly consents to the personal and exclusive jurisdiction and venue of such
court even if Vendor is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth
in the description of the Work is essential to the Vendor’s performance of this
Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
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M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Vendor from enforcing that provision or any other provision
of this Agreement in the future. Waiver of breach of any provision of this Agreement
shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
N. Counterparts. The Parties may execute this Agreementin any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this
one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
VENDOR
By:____________________________
Kristi Rowland
Deputy Chief Administrative Officer,
Executive Services Department
Jon-Erik Dillon
CEO | StreetScan & Streetlogix
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
IT-Contract Template 6/17/2021
Clb 10-18-21 1697
______________________
on-Erik Dillon
October 25th 2021
-----------------------------
(approved via email from Cheryl Beyer)
Customer ID Purchase Agreement ID
-1-STREETSCAN, INC.
Exhibit A
The Addendums attached hereto, include:
Addendum A – Support Services
Addendum B – Professional Services
Addendum C – Streetlogix Solutions Agreement
Streetlogix’s proposed fees for this project are included in the summary below.
Agreement Start Date Agreement Term
September 14, 2021 12 Months
Software & License
Solution Unit Cost Quantity Price
Streetlogix Asset
Management Module
and Annual Data
Hosting
$15,000 1 $15,000
Annual Data Hosting $1,500 1 $1,500
Professional Services
Implementation
Services (One-time)
$2,500 1 $2,500
Total Price $19,000
Rate Structure for Additional System Personalization (if required)
Sr. Implementation Project Manager $150/hour
GIS Technician $85/hour
Customer ID Purchase Agreement ID
-2-STREETSCAN, INC.
Payment Terms and Conditions
In consideration for the Solutions and Services provided by Streetlogix to Customer, Customer agrees to
pay Streetlogix the Fees in U.S. Dollars as described below:
1. [This section is intentionally blank]
2.Services Scheduling: Customer agrees to work with Streetlogix to schedule Services in a timely manner.
3. [This section is intentionally blank]
4.Expenses: In providing the services included in this Purchase Agreement, Streetlogix shall be
reimbursed for any reasonable out-of-pocket costs, including, but no limited to, travel, lodging, and meals.
Out-of-pocket expenses are billed based on actual costs incurred and are due separately.
5. [This section is intentionally blank]
6. [This section is intentionally blank]
Customer ID Purchase Agreement ID
-3-STREETSCAN, INC.
Addendum A – Support Services
The Support Services listed in Exhibit Aare specific Streetlogix Software Solutions which will be delivered
to the Customer based on the descriptions below and on the terms and conditions and subject to the
limitations set forth in this Addendum A and the applicable Purchase Agreement. Streetlogix will
coordinate with the Customer on service delivery expectations and timeframes.
As part of Customer’s subscription to access to and use of the Streetlogix Software Solutions, Customer
will receive:
1.Support Services
a.Unlimited Support: Streetlogix is equipped with in application support to assist customers
with questions and inquiries.
b.Help Documentation: Streetlogix maintains a help guide which is embedded within the
solution and is designed to provide customers with a resource that helps them better
understand the functions and capabilities of the software.
c.Remote Support: Streetlogix maintains remote support tools to assist customers with
problems that command an interactive troubleshooting approach or assistance in utilizing
the software.
2.Training & Education Services
a.Group Training: Streetlogix will hold monthly training webinars which allow customers to
send new and existing staff for follow up training at no additional charge.
3.Releases & Upgrades
a.New Software Releases: Streetlogix endeavors to release new and upgraded versions of
Streetlogix biannually to enhance and add functionality for customer benefit.
i.As a Software as a Service solution, Streetlogix will automatically upgrade when
new releases become available. This ensures customers are able to benefit from
the latest performance and feature enhancements.
Streetlogix will provide the Support Services only to Customer, provided that Streetlogix reserves the right
to contact any third party as necessary to facilitate the delivery of Support Services or other services
relating to the Solutions.
All Support Services are dependent upon the use by Customer of the Solutions in accordance with
Streetlogix documentation and specifications for intent of use. Streetlogix is under no obligation to modify
the Solutions so that the modified Solutions would depart from Streetlogix’s published documentation
and intended use as defined by Streetlogix.
Customer ID Purchase Agreement ID
-4-STREETSCAN, INC.
Addendum B – Professional Services
The Professional Services listed in the Exhibit A are specific Streetlogix Professional Services which will be
delivered to the Customer based on the descriptions below and on the terms and conditions and subject
to the limitations set forth in this Addendum B and the applicable Purchase Agreement. Streetlogix will
coordinate with the Customer on service delivery expectations and timeframes.
Setup and Training
1. Streetlogix will establish a remotely hosted production Streetlogix system to be made available to
Customer.
2.Streetlogix will provide up to 8 Hours for requirements gathering, system personalization, training
and technical guidance to enable the Customer team to effectively operate the system and gain
the most value from the toolset.
3.Streetlogix will add any readily available and solution supported spatial data that will assist the
customer in using Streetlogix. Commonly leveraged data layer include public and private
infrastructure, parcels, wards, districts and other geographic designations.
Customer ID Purchase Agreement ID
-5- STREETSCAN, INC.
Addendum C – Solution Agreement
Streetlogix provides certain hosted operations management and asset management solutions
(the “Streetlogix Solutions” or “Solutions”). Customer desires to purchase a subscription to
access and use certain of the Streetlogix Solutions for Customer’s own internal use and
operations.
1. TERM
[This section is intentionally blank]
2. SOLUTIONS.
2.1 FUNCTIONALITY.
The Solutions will include the functionality described in the applicable Agreement or Addendum
for each Solution. Streetlogix may from time to time update, change, or revise the functionality
of the Solutions, provided the functionality of the Solutions is not materially decreased from that
described in the applicable Purchase Agreement or Addendum to a Purchase Agreement.
2.2 SUBSCRIPTION.
Subject to the terms and conditions of this Agreement, during the term of this Agreement
Streetlogix will provide Customer with a non-exclusive, non-transferable, and non-sublicensable
subscription to allow employees and independent contractors of Customer (“Users”) to access
and use the Solutions, solely for purposes of Customer’s own internal use and operations. If
Customer has purchased a per-user subscription, as indicated in the applicable Purchase
Agreement, only the finite number of subscriptions indicated in each applicable Purchase
Agreement have been purchased by Customer and only that finite number of Users may access
and use the Solutions at any given time. If Customer has purchased an unlimited subscription, as
indicated in the applicable Purchase Agreement, all Users associated with Customer are
permitted to access and use the Solutions at any given time. In either case, the subscription
applies only to the Users and does not allow access to or use of the Solutions by any affiliated
entities or organizations, or any other entity unless approved in advance by Streetlogix in writing.
2.3 ACCESS.
Customer may access the Solutions solely through the account established for Customer (an
“Account”). Customer will be permitted to establish user identifications and passwords through
which individual Users may access the Solutions through Customer’s Account (“User IDs”). Each
User ID is issued to a specific User and may be used only by that User. Customer will ensure that
all information about each User provided to Streetlogix in connection with establishing each User
ID is accurate and complete and will maintain that information as accurate and complete
throughout the term of this Agreement. Customer is and will remain solely responsible for all use
of the Solutions by any User and for compliance by each User with the applicable terms of this
Agreement. If Customer authorizes an independent contractor or consultant as a User, in
addition to being responsible for such independent contractor’s or consultant’s actions as a User,
Customer shall also require such independent contractor or consultant to agree to terms at least
Customer ID Purchase Agreement ID
-6- STREETSCAN, INC.
as protective of the Solutions as those contained in this Agreement prior to being granted access
to the Solutions. Customer will ensure the security and confidentiality of each User ID and will
use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions.
Customer will notify Streetlogix promptly of any such unauthorized access or use of the Solutions
or if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that
Customer is and will remain fully responsible for all costs, fees, liabilities, or damages incurred
through any access to or use of the Solutions through Customer’s Account or by any User
(whether lawful or unlawful) and that any Services used or transactions facilitated through
Customer’s Account or under any User ID will be deemed to have been completed by Customer.
In no event will Streetlogix be liable for the foregoing obligations or any failure by Customer to
fulfill such obligations.
2.4 RESTRICTIONS.
The Solutions, the software, hardware, databases, and other technology used by or on behalf of
Streetlogix to provide the Solutions (the “Streetlogix Technology”), and their structure,
organization, and underlying data, information, and source code, constitute valuable trade
secrets of Streetlogix and its licensors. As a condition to the use of and access to the Solutions,
Customer will not, and will not permit any User or other third party to: (a) access or use the
Solutions except as expressly permitted by this Agreement; (b) access or use the Streetlogix
Technology directly, except through the Solutions as expressly provided in this Agreement; (c)
use the Solutions in any unlawful or illegal manner or in any other manner that could damage,
disable, overburden or impair the Streetlogix Technology; (d) use automated scripts to collect
information from or otherwise interact with the Streetlogix Technology; (e) alter, modify,
reproduce, create derivative works of the Streetlogix Technology; (f) distribute, sell, resell, lend,
loan, lease, license, sublicense, transfer, or otherwise make available the Solutions or any of
Customer’s rights to access or use the Solutions or any Service to any third party; (g) reverse
engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of
operation of or any trade secrets embodied in the Streetlogix Technology; (h) attempt to
circumvent or overcome any technological protection measures intended to restrict access to
any portion of the Streetlogix Technology; (i) use the Streetlogix Technology for purposes of
monitoring their availability, performance or functionality, or for any other benchmarking,
business intelligence, data mining, or competitive purposes; or (j) interfere in any manner with
the operation or hosting of the Streetlogix Technology.
2.5 [This section is intentionally blank]
3. SERVICES.
If Customer enters into an Agreement, including any applicable Addendum specifying any of the
following Services, Streetlogix will use commercially reasonable efforts to provide those Services
to Customer during the term of this Agreement. All such Services are provided subject to the
terms and conditions of this Agreement. Streetlogix has no obligation to provide any of the
following Services unless specified in an Agreement or Addendum to this Agreement.
Customer ID Purchase Agreement ID
-7- STREETSCAN, INC.
3.1 ON-SITE INSTALLATION SERVICES.
Streetlogix will provide Customer with deployment and installation Services for the Solutions if
indicated in a Purchase Agreement (“On-Site Installation Services”). On-Site Installation Services
will be subject to scheduling in cooperation with Customer. Customer will provide all equipment
and hardware stated in such Purchase Agreement, and any additional equipment and hardware
reasonably necessary for the operation of the Solutions. Customer shall be responsible for
maintaining the equipment and hardware, which shall include providing sufficient resources
(e.g., electricity, HVAC, or other resources) necessary for the equipment and hardware to
properly operate. Streetlogix’s warranties and indemnification obligations contained in this
Agreement shall be limited to the extent that such obligation arises from Customer’s equipment
and hardware. Customer shall coordinate with Streetlogix to provide Streetlogix with the level of
access to the equipment and hardware to perform On-Site Installation Services and any other
Services as specified in a Purchase Agreement. If no level of access is specified in a Purchase
Agreement, then all access by Streetlogix to the equipment and hardware shall be remote access.
Unless otherwise specified in a Purchase Agreement, Streetlogix shall have no obligation to
perform the On-Site Installation Services, or any other Services, on Customer’s premises. If
Streetlogix determines that it is necessary to perform any Services on Customer’s premises,
Streetlogix shall first receive approval from Customer prior to performing such Services on
Customer’s premises. Streetlogix shall have no responsibility to Customer for any liability to the
extent that such liability arises from Customer’s failure to provide Streetlogix sufficient or timely
access to the equipment or hardware. Customer understands that Customer does not receive
any rights to the Streetlogix Technology separate and apart from Customer’s right to access the
Solutions installed on-site by Streetlogix as described in this Agreement. If Customer requires
additional rights to access the Solutions, Customer shall obtain Streetlogix’s prior written
consent. Upon termination or expiration of this Agreement, Customer will immediately either
return to Streetlogix or, at Streetlogix's discretion, destroy any Streetlogix Technology then in
Customer’s possession or control and certify in writing signed by an officer of Customer that it
has fully complied with the foregoing obligations.
3.2 SUPPORT SERVICES.
Streetlogix will provide Customer with support Services for the Solutions as specified in
Addendum A if such Addendum is attached to a Purchase Agreement (“Support Services”).
3.3 PROFESSIONAL SERVICES.
Streetlogix will provide Customer with professional services for the Solutions as specified in
Addendum B if such Addendum is attached to a Purchase Agreement (“Professional Services”).
Professional Services will be subject to scheduling in cooperation with Customer.
3.4 DATA SERVICES.
Streetlogix will provide Customer with the data collection Services for the Solutions as specified
in Addendum D if such Addendum is attached to a Purchase Agreement (“Data Services”). Data
Services will be subject to scheduling in cooperation with Customer.
Customer ID Purchase Agreement ID
-8- STREETSCAN, INC.
3.5 PROFESSIONAL SERVICES.
Streetlogix will perform any additional professional Services relating to the Solutions
(“Professional Services”) if specified in any written statement of work mutually agreed to by both
parties under this Agreement. Streetlogix will perform all Professional Services at the rates for
those Professional Services set forth in each applicable statement of work, or, if no rates are set
forth in an applicable statement of work, at Streetlogix’s then-current rates for those Professional
Services. Professional Services shall be performed during the working hours stated in the
statement of work applicable to those Professional Services, or, if no working hours are stated,
the Professional Services will be provided during the hours of 9:00 a.m. to 5:00 p.m., Eastern
Standard or Eastern Daylight Time, whichever is applicable, Monday through Friday excluding
holidays.
4. SOFTWARE.
Streetlogix may provide Customer with software in connection with the Solutions (“Software”).
Unless any Software provided by Streetlogix in connection with the Solutions is subject to a
license or other agreement separate from this Agreement that Customer has entered into (or
may enter into) with Streetlogix (a “Software License Agreement”), Streetlogix grants Customer
a limited, non-exclusive, non-transferrable, non-assignable, license solely to access and use the
Software in accordance with the instructions provided by Streetlogix for Customer’s own internal
use and operations in connection with Customer’s access to and use of the Solutions. Except as
expressly set forth in the foregoing sentence (or any applicable Software License Agreement),
Customer is granted no licenses or rights, whether by implication, estoppel, or otherwise, in or
to any Software, and Customer may not modify, reproduce, perform, display, create derivative
works from, republish, post, transmit, transfer, sell, distribute, or in any way exploit any Software
without the prior written permission of Streetlogix. Except as set forth in this Agreement, the
terms of any Software License Agreement will control in the event of a conflict between the terms
of this Agreement and that Software License Agreement. Customer agrees that use of the
Software is limited as described in the Purchase Agreement, as Browser Based User – Each
browser based User is defined by User ID. Customer agrees that Streetlogix may audit Customer’s
Software usage remotely or on-site upon reasonable notice and during standard business hours.
Prevention of audit by Customer may be grounds for termination of this Agreement. Streetlogix
and its licensors will not be responsible to Customer for loss of use of any Software or for any
other liabilities arising from alterations, additions, adjustments, or repairs which are made to any
Software by Customer or other third parties. Streetlogix reserves the right to terminate the
licenses granted to any Software or any Services provided in connection with that Software upon
written notice to Customer if any such alteration, addition, adjustment, or repair adversely
affects Streetlogix’s ability to render Services.
5. FEES AND PAYMENT.
5.1 FEES.
Customer agrees to pay Streetlogix all fees specified in Agreement and as otherwise specified in
this Agreement (“Fees”).
Customer ID Purchase Agreement ID
-9- STREETSCAN, INC.
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5.5 EXPENSES.
Customer shall reimburse Streetlogix for reasonable expenses incurred during the provision of
Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals.
Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each
Purchase Agreement. Streetlogix shall not exceed the estimated expenses without written
approval from Customer.
6. TERMINATION.
6.1 [This section is intentionally blank]
6.2 SERVICE DISCONTINUANCE.
If Streetlogix at any time discontinues offering any Solutions or any Services to new customers,
Streetlogix will give Customer reasonable advance notice of such discontinuation. Upon such
date of discontinuation, Streetlogix will have the right to terminate this Agreement as to those
Solutions or Services upon notice to Customer. As of the date of termination, Streetlogix will
credit to Customer, on a pro-rated basis, any pre-paid Fees under this Agreement and Streetlogix
shall have no further obligation to provide the Solutions or any Service under this Agreement.
6.3 [This section is intentionally blank]
6.4 [This section is intentionally blank]
6.5 TRANSITION SERVICES.
Except in the case of a termination under Section 6.1 by Streetlogix, at any time prior to the
effective date of any termination or expiration of this Agreement, Customer may request that
Streetlogix continue to provide Customer with any Services then provided under this Agreement
for purposes of transitioning and migrating Customer off of the Solutions (“Transition Services”).
Upon such request, the parties will develop a mutually agreed to transition plan describing the
Transition Services and each party’s respective obligations in connection with the transition and
migration of Customer off of the Solutions (“Transition Plan”). Streetlogix will provide the
Transition Services for the period agreed to in the Transition Plan, such period not to exceed 180
days following termination or expiration of this Agreement (the “Transition Period”).
7. OWNERSHIP.
Streetlogix retains all right, title, and interest in and to the Solutions, Streetlogix Technology,
Streetlogix Data, any additions, improvements, updates, new versions, or other modifications
thereto created by either party, whether or not through the Services, alone, jointly, or with any
Customer ID Purchase Agreement ID
-10-STREETSCAN, INC.
third party, and all IPR (as defined below) therein and related thereto. Customer does not receive
any ownership interest in or to any of the foregoing, and no right or license is granted to
Customer to use any of the foregoing apart from Customer’s right to access and use the Solutions
under this Agreement. Customer will perform all acts reasonably necessary to assist Streetlogix
in perfecting and defending Streetlogix’s ownership interest in any of the foregoing. Without
limiting the foregoing, Customer agrees to and does hereby make all assignments necessary to
provide Streetlogix with the ownership rights set forth in this Section. All names and logos
associated with the Solutions and other Services are trademarks of Streetlogix (or its third party
providers) and no right or license is granted to Customer to use them. Any rights not expressly
granted to Customer hereunder are reserved by Streetlogix. Customer will not remove or alter
any proprietary rights legend on the Solutions, Streetlogix Technology, or Streetlogix Data. For
purposes of this Agreement, “IPR” means any and all intellectual property and other proprietary
rights throughout the world, including, all copyrights, trademarks, service marks, trade secrets,
patent rights, moral rights, rights in data and databases, and contract rights.
8. DATA.
8.1 CUSTOMER DATA.
As between Customer and Streetlogix, Customer retains ownership of all data, information, and
other content provided to Streetlogix or through the Solutions by or on behalf of Customer
(“Customer Data”). Customer is responsible for all Customer Data, including the accuracy, quality,
integrity, legality, reliability, and appropriateness thereof. Customer will obtain and maintain all
authorizations, approvals, permissions, and other rights necessary for Streetlogix to use and
process all Customer Data in the performance of the Services and any other obligations of
Streetlogix under this Agreement. Customer will maintain an adequate back-up of all Customer
Data and, except for any express obligations of Streetlogix to maintain back-up copies of
Customer Data, Streetlogix will not be responsible or liable for any deletion, correction,
destruction, damage, loss, or failure to store or back-up any of Customer Data.
8.2 STREETLOGIX DATA.
As between Streetlogix and Customer, Streetlogix retains ownership of all data, information, and
other content provided to Customer through the Solutions and the other Services, excluding any
Customer Data (“Customer Data”). Subject to the terms of this Agreement, Customer may access
the Streetlogix Data without modification solely for Customer’s own internal business purposes
in connection with Customer’s use of and access to the Solutions. Streetlogix uses commercially
reasonable measures to ensure the accuracy and reliability of all Streetlogix Data, but except as
expressly provided herein Streetlogix will not be responsible for any erroneous data, information,
or content provided through the Solutions. Except as expressly provided in this Agreement,
Customer is granted no rights in or to the Streetlogix Data.
8.3 DATA SECURITY.
Streetlogix shall establish and maintain during the term an information security policy providing
for reasonable administrative, technical, physical safeguards and security measures designed to
protect against the unintended or unauthorized destruction, loss, alteration, or access of any
Customer ID Purchase Agreement ID
-11- STREETSCAN, INC.
Customer Data in the possession or control of Streetlogix, which safeguards and measures are
compliant with applicable federal, state, provincial, or local laws, rules, and regulations (“Laws”).
Customer will establish and maintain during the term reasonable and appropriate administrative,
technical, and physical safeguards and security measures designed to protect against the
unintended or unauthorized destruction, loss, alteration, or access of any Streetlogix Data in the
possession or control of Customer, which safeguards and measures are consistent with
applicable Laws.
8.4 [This section is intentionally blank]
9. REPRESENTATIONS AND WARRANTIES.
9.1 GENERAL.
Each party represents, warrants, and covenants to the other party that it will procure all rights,
certificates, licenses, permits, or other approvals required for its performance under this
Agreement.
9.2 [This section is intentionally blank]
9.3 NON-INFRINGEMENT.
Streetlogix represents and warrants to Customer that the use by Customer of the Solutions
during the term and in accordance with this Agreement (the “Covered Services”) will not infringe
any third party U.S. patent or copyright or misappropriate any third party trade secret in
existence under any Laws of any state within the U.S. As Streetlogix’s sole obligation and
Customer’s sole and exclusive remedy for of any failure by Streetlogix to comply with the
foregoing sentence, Streetlogix will defend Customer against any such failure as set forth in
Section 11.2.
10. DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTIONS AND ALL SERVICES
UNDER THIS AGREEMENT, AND ALL STREETLOGIX DATA PROVIDED THROUGH THE SOLUTIONS
OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE” AND
STREETLOGIX AND ITS PROVIDERS EXPRESSLY DISCLAIM, AND CUSTOMER DISCLAIMS ANY
RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD
THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR
A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR
ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
STREETLOGIX, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE
OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET
FORTH IN THIS AGREEMENT.
11. INDEMNIFICATION.
11.1 [This section is intentionally blank]
Customer ID Purchase Agreement ID
-12- STREETSCAN, INC.
11.2 NON-INFRINGEMENT.
Streetlogix will defend Customer from and against any Action brought against Customer by a
third party (other than a Customer Related Party) that the use by Customer of the Covered
Services infringes any U.S. patent, or copyright or misappropriates any trade secret in existence
under any Laws of any state within the U.S. Streetlogix will pay those Losses finally awarded
against Customer in any such Action or those Losses agreed to in a monetary settlement of such
Action, as applicable. If Customer is, or Streetlogix reasonably believes Customer may be,
enjoined from using any Covered Service due to an Action covered by this Section, Streetlogix
may procure the right for Customer to continue using the Covered Service, replace or modify the
Covered Service so that it becomes non-infringing, or terminate this Agreement and provide
Customer a refund of any pre-paid amounts applicable to the Covered Service (if any).
11.3 [This section is intentionally blank]
11.4 [This section is intentionally blank]
12. LIMITATION ON LIABILITY.
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13. INSURANCE.
[This section is intentionally blank]
14. CONFIDENTIALITY.
14.1 [This section is intentionally blank]
14.2 [This section is intentionally blank]
14.3 [This section is intentionally blank]
15. GOVERNING LAW.
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16. FORCE MAJEURE.
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17. NOTICE.
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18. ADDITIONAL TERMS.
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Asset Management Software Proposal
Renton, WA
11
ASSET MANAGEMENT MODULE
DATA VISUALIZATION AND ANALYTICS
Roads Sidewalks
Municipal staff will be given access to Streetlogix, our
GIS web-based application, in order to view and analyze
all collected survey data in addition to data from other
sources to assist in decision making.
This provides staff an easy-to-use tool to quickly review
PCI results, distress data and imagery along with
pavement history and other data that the city wants to be
integrated. All data is hosted in the cloud, allowing users
to login from anywhere on any computer to view the
results. Streetlogix has many data import and export
features making it compatible with most asset
management platforms. Streetlogix provides powerful
data visualization and management tools including 360
viewer and extensive charts and dashboards (examples
below).
Municipalities are given access to our GIS web-based
application, Streetlogix, in order to view and analyze all
collected survey data in addition to data from other
sources to assist in decision making.
This provides clients an easy-to-use tool to quickly
review sidewalk condition results, distresses and
sidewalk images. All data is hosted in the cloud allowing
users to login from anywhere on any computer to view
the results. Streetlogix has many data import and export
features making it compatible with any existing GIS
solution. Streetlogix provides powerful data visualization
and management tools including image viewer and
extensive charts and dashboards (examples below).
Portal view: Overall stats, available layers and PCI
Asset Management Software Proposal
Renton, WA
12
MAINTENANCE PLANNING
Roads Sidewalks
Once the inventory condition database and GIS web-app
have been finalized, the work on implementing the
pavement management side of the software begins.
While pavement condition indicators are concerned with
the current condition of the network, the management
side of the process concerns itself with the analysis of
condition, prediction of future condition, generation of
maintenance options and pavement management
methods and associated costs are used to customize our
road management modules. The results are compiled
and reported to the client in our Streetlogix software and
as a pdf document.
Our decision-trees are highly customizable and we work
with staff to tailor it to ensure our AI will provide the
neccesarry maintenance and repair suggestions. All
decision trees & underlying data will be editable by staff.
Once the inventory condition database and GIS web-app
have been finalized, the work on implementing the
sidewalk management side of the software begins.
While sidewalk condition indicators are concerned with
the current condition of the network, the management
side of the process concerns itself with the analysis of
conditions, prediction of future conditions, generation of
maintenance options and sidewalk management
scenarios.
methods and associated costs are used to customize our
sidewalk management modules. The results are
compiled and reported to the client in our Streetlogix
software and as a pdf document.
Roads:
Sidewalks: