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Item 3.7 NOVO Solutions Proposal and Approve a Software Service Agreement Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utilities Manager Kurt Neidermeier September 8, 2025 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Administrator/Finance Director Flaherty 3.7 – Software Agreement STRATEGIC VISION MEETS: THE CITY OF OTSEGO: X Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. X Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff recommend the City Council accept a proposal and authorize a software services agreement. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: The Utility Department has identified a software system that provides team access and record documentation practices for divisional maintenance and customer service needs. Multiple vendors were reviewed with staff recommendation of NOVO Solutions for its platform ease, documentation and expandability for each of its divisions and capacity to incorporate additional City departments. Novo Solutions ShareNet is a subscription-based platform providing asset management, maintenance scheduling and tracking, work & service order management with connectivity communications for the teams. This benefits the Department record documentation, tracking and organization of preventative and corrective maintenance associated with all Utility Divisions and fully establishes services documentation for our customers. Costs include one-time setup fee of $4,500 for configurations, reports and users with an annual fee of $810 per user subscription and $995 for the mobile application for an ongoing annual subscription of $9,095. Staff are recommending a 2026 implementation requesting a fall 2025 initiation to establish this system and its availability as new capital projects are completed and new facilities added. Budget implications will not occur until 2026, totaling $13,595. Legal and Information Technology has provided support for approval. The Public Works Subcommittee reviewed this information at their August 20 meeting and provided a recommendation for consideration of approval by the City Council. SUPPORTING DOCUMENTS ATTACHED: • Proposal: NOVO Solutions • Services Agreement POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to accept a proposal and authorize approval of a Services Agreement between the City of Otsego and NOVO Solutions in the amount of $13,595. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Water Utility (50%) Fund 602 – Sanitary Sewer Utility (50%) Yes (2026) Tuesday, August 26, 2025 Page 1 of 13 Proposal for City of Otsego, MN- Utilities Proposal Number: 27095-410 Novo Solutions, Inc. 516 S. Independence Blvd., Suite 205 Virginia Beach, VA 23452 August 26, 2025 Tuesday, August 26, 2025 Page 2 of 13 August 26, 2025 City of Otsego, MN- Utilities Seth Wilkes 13400 90th Street NE Otsego, MN 55330 Dear Seth and Kurt, Thank you for the time you have invested with me so far, to learn more about Novo Solutions. I'm very grateful. Based on our conversations so far, I believe we can be an ideal fit to help you overcome your existing challenges with preventative maintenance scheduling and accessing historical maintenance data. Our flexibility will allow us to create inspection forms and work orders that match your specific processes, and work and assets can easily be segregated by plant. I look forward to continuing our conversation next month as planned. In the meantime, please do not hesitate to contact me with any questions you may have. Respectfully, Jerry Ketoff Novo Solutions 757.687.6590, Ext. 113 jketoff@novosolutions.com Tuesday, August 5, 2025 Page 3 of 13 Annual Fee Total Annual Fee: $9,095 Item Description Qty Unit Total NovoGov OPERATIONS MANAGEMENT - CORE - ANNUAL SUBSCRIPTION - NAMED USER - ANNUAL FEE 10.00 $810 $8,100 Apps Included: ORGANIZATION/VENDOR MANAGEMENT (Suppliers, Contractors, Agencies, …) CONTACT/EMPLOYEE MANAGEMENT (Employees, any contacts) ASSET MANAGEMENT (Facilities, Fleet, Streets/Roads, Signs, Sidewalks, Water, Waste Water, Storm Water, IT, etc.. Includes Mapping/Geo Location of single point assets and map layers for linear assets. Unlimited number and types of Assets. REQUEST/WORK ORDER MANAGEMENT (Citizen Requests, Work Orders, Code Enforcement Inspections, Insurance Claims, Accident Reports, etc.) INVENTORY MANAGEMENT (Equipment Hours/Cost, Parts Cost tracking for Stocked Items stored in multiple locations and Non-Stocked Items (purchased as needed)) PREVENTATIVE/SCHEDULED MAINTENANCE (Time Based (i.e. weekly, monthly, every 3 months, annually, etc. AND Meter Based (i.e. Vehicle Odometer, Water Pump Gallons, etc.)) LABOR HOURS (Provides the ability to track labor hours on Work Orders AND add Labor Hours separately - i.e. for Training, Meetings, etc.) MAIL CONNECT (Email In/Out) - ability to email into ShareNet to create a Request/Work Order, ability reply to emails from ShareNet to add notes INCLUDES: Mobile application and GIS/Mapping SKU: novo-sn-om-core-named-user NovoGov ADD ON - SIDE KICK/1 TAP, MULTI-BUTTON MOBILE APP - ANNUAL FEE 1.00 $995 $995 -Provides 1 tap buttons to create work orders or assets -Provides offline access to work orders and assets SKU: novo-sn-ao-skapp Tuesday, August 5, 2025 Page 4 of 13 One-Time Total One-Time: $4,500 Item Description Qty Unit Total REMOTE (NOT ONSITE) CONFIGURATION, IMPLEMENTATION, TRAINING - ONE TIME SETUP FEE (per hour) 25.00 $150 $3,750 DEPARTMENTS INCLUDED: UTILITIES STANDARD IMPLEMENTATION STATEMENT OF WORK: -Adding Users and Configuring Permissions -Configuration of Request/Work Order Fields, Forms (up to 5), List Views, and Work Flows (up to 10) -Configuration of Asset Fields, Forms (up to 5), List Views and Work Flows (up to 10) -Configuration of up to 5 Custom Reports and 3 Dashboard -Provide remote, webinar style training *********************************** NOT INCLUDED (unless listed separately): -Data Import or Data Migration. -GIS Map Layer Integration or Importing GIS Shapefiles -Fuel System Integration *********************************** SKU: novo-ps-config-remote REMOTE CONFIGURATION OF 1 TAP MOBILE APP - ONE TIME SETUP FEE (up to 10 buttons) 1.00 $450 $450 STATEMENT OF WORK: -Configure up to 10 - 1 Tap Mobile App Buttons SKU: novo-ps-config-1tap SPREADSHEET IMPORT – ONE TIME SETUP FEE (per worksheet) 1.00 $300 $300 Identified Spreadsheet- Inventory Assumptions: -If a spreadsheet has multiple worksheets, each individual worksheet has to be imported separately and is counted separately. -Each worksheet has to have clearly defined and unique column headings in the first row. -Each row in the worksheet is a single record to be imported. -Drop Down type of Data (i.e. Asset Type, Condition, etc.) is consistent (i.e. Stop Sign is different from StopSign) SKU: novo-ps-spreadsheet 1st Year Total Tuesday, August 5, 2025 Page 5 of 13 Plus taxes if applicable $13,595 Tuesday, August 5, 2025 Page 6 of 13 Insurance Coverage Type Coverage Commercial General Liability $2,000,000 Per Occurrence $4,000,000 Aggregate Workers Compensation $1,000,000 Each Accident $1,000,000 Policy Limit Automobile Liability (Non-owned & Hired Autos) $2,000,000 Combined Single Limit Umbrella Liability $2,000,000 Per Occurrence $2,000,000 Aggregate Errors & Omissions and Cyber & Privacy Security Liability $1,000,000 Per Occurrence $2,000,000 Aggregate Tuesday, August 5, 2025 Page 7 of 13 Novo Solutions Standard Service Level Agreement Services To Be Provided • Web, Email and Phone technical support (for up to 3 key contacts at customer's location) • Software Updates (updated functionality to the modules purchased), 1+ per year Hours Of Operation • Support Hours: Monday - Friday 8:30am - 5:30pm EST (GMT-5) (USA) excluding national holidays • In application Help and Tutorial Videos are available 24/7 for all users • System outages can be reported 24/7 (after hours hotline from the number below). Service Access • Support Web Site: https://support.novosharenet.com/ • Phone: (757) 687-6590 (USA), 020 7669 4008 (United Kingdom) • Email: support@novosolutions.com Call Priorities And Response Times Priority Level Descriptions Response Time Critical The system is down or severely impaired. Within 2 hours (Please follow up critical support requests with a phone call immediately after submitting the issue via the NovoTech Support Site) Non-Critical System is working fine, but there are questions about how to do something Within 24 hours (during normal business hours) Note: Response Time refers to the length of time it may take to respond to an issue. Every effort is made to resolve issues as soon as possible. However, depending on the complexity of the issue, it may or may not be resolved during this timeframe. Tuesday, August 5, 2025 Page 8 of 13 Master Subscription Services Agreement This Master Subscription Services Agreement is between Novo Solutions, Inc., a Virginia, USA Corporation (Novo), and the entity or individual agreeing to these terms (Customer). It is dated as of the date Novo signs below. 1. Web-based Software as a service. This agreement provides Customer access to a proprietary web and mobile based software service as specified in this proposal. Novo will provide this functionality through a URL (to be provided by Novo) within a hosted server environment under the terms below (Service). This agreement contemplates one or more orders for the Services, which orders are governed by the terms of this agreement. 2. USE OF SERVICES. a. Novo Responsibilities. Novo must (i) use commercially reasonable efforts to make the Services available, and (ii) provide customer support for the Services under the terms of Novo Solutions Standard Service Level Agreement (referenced above), and is incorporated into this agreement for all purposes. b. Customer Responsibilities. Customer (i) is solely responsible for Customer Data and all activity in its account in the Service, (ii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Novo promptly of any such unauthorized access, and (iii) may use the Services only in accordance with the online documentation within the Service and applicable law. c. Restrictions: Customer may not (i) sell, resell, rent or lease the Services, (ii) use the Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights, (iii) interfere with or disrupt the integrity or performance of the Services, (iv) attempt to gain unauthorized access to the Services or their related systems or networks, or (v) share login user names. 3. Payment Terms. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, VAT and other similar taxes that may be applicable. 4. SERVICE LEVEL AGREEMENT/WARRANTY and REMEDY. a. Services Availability Warranty. Novo warrants to Customer, (i) that commercially reasonable efforts will be made to maintain the online availability of the Service with a minimum uptime of 99.5% (excluding scheduled outages, force majeure , and outages that result from any Customer technology issues), (ii) the functionality or features of the Services may change but will not materially decrease during a paid term, and (iii) that the Standard Service Level Agreement may change but will not materially degrade Tuesday, August 5, 2025 Page 9 of 13 during any paid term. b. Limited Remedy and Disclaimer. Customer’s exclusive remedy and Novo’s sole obligation for breach of the warranty in Section A above will be to provide a partial month credit in the amount of 3% of monthly fee for each hour of an outage below the minimum uptime; provided that Customer notifies Novo of such breach within 30 days of the end of that month. NOVO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. 5. DATA PRIVACY. a. Data Practices Act. All government data collected, created, received, maintained or disseminated for any purpose by the Parties pursuant to this Agreement shall be governed by the provisions of the Minnesota Government Data Practices Act, Minn. Stat. §§ 13.01 et seq. (“the Data Practices Act”). Novo agrees to comply with the Data Practices Act as it applies to any data provided to it by the Customer or third parties, and further agrees to cooperate and assist Customer staff in complying with any data practices requests arising out of, or related to, information generated or submitted via the Services. b. Trade Secret Information. “Trade secret information” means all data defined under Minn. Stat. § 13,37 (General Nonpublic Data), as may be amended. It shall be the responsibility of Novo to clearly mark any trade secret materials supplied to the Customer in performance of this Agreement, including a statement with the submission of such information justifying the trade secret designation for each item. Novo agrees to defend any action seeking release of materials it believes to be trade secret and indemnify and hold harmless the Customer, its agents and employees, from any and all judgments or damages awarded against the Customer in favor of the party requesting the materials, and any and all costs connected with such defense. Novo agrees that this indemnification survives as long as the trade secret materials are in possession of the Customer. c. Ownership, Security and Retention of Customer Data. For purposes of this Agreement, “Customer data” means “government data” as defined by the Data Practices Act, Minn. Stat. § 13.02 subd. 7, as may be amended. Customer retains ownership of all Customer data generated, disseminated or received via the Services. Novo shall maintain industry-appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the Customer data. Novo agrees to backup and retain Customer data while Customer maintains an active subscription for the Service. If the Service is canceled, Customer can request a full data export for $300 (see Section 6. c. below) and maintain their own copy of the data. 6. Proprietary Rights. a. Reservation of Rights by Novo. The software, workflow processes, user interface, Tuesday, August 5, 2025 Page 10 of 13 designs, know-how, Licensed Software and Documentation (defined below), and other technologies provided by Novo as part of the Services are the proprietary property of Novo and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Novo. Novo reserves all rights unless expressly granted in this agreement. b. Customer Restrictions. Customer may not: i. Reverse engineer the Services and Documentation; ii. Remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software and Documentation; or iii. Access the Service or Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. c. Customer Owned Data. All data uploaded by Customer remains the sole property of Customer, as between Novo and Customer (Customer Data), subject to the other terms of this agreement. During the term of this agreement, Customer may export data using the built-in export functions in the Service. Bulk exports of all data and uploaded files are available for a $300 fee. d. Licensed Software and Documentation. All software provided by Novo as part of the Service, and the Services documentation, sample data, marketing materials, training material and other material provided through the Services or by Novo (Licensed Software and Documentation) are licensed to Customer as follows: Novo grants Customer a non-exclusive, license during the Term, to such Licensed Software and Documentation, for use solely with the Services. e. API Access. If available in purchased edition, Novo grants Customer a non -exclusive terminable license to interact with the Novo application -programming interface (API) only in conjunction with its use of the Service. Customer may not reverse engineer the API, or excessively use or access the API. The API is provided on an AS IS and AS AVAILABLE basis. Novo may change the API from time to time as part of a scheduled update. Novo is not liable for any cost, loss or damage sustained by Customer as a result of any change of the API. 7. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. a. Exclusion of Certain Damages. NOVO IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICES). b. Limitation of Liability. EXCEPT FOR NOVO’S INDEMNITY OBLIGATIONS, NOVO’S LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE ACTUAL AMOUNT PAID BY THE CUSTOMER WITHIN THE Tuesday, August 5, 2025 Page 11 of 13 PRECEDING 12 MONTHS UNDER THIS AGREEMENT. 8. TERM, TERMINATION, AND RETURN OF DATA. a. Term. This agreement continues for the duration specified on the order and auto- renews for the duration as specified in the original order, unless cancelled by either party upon 60 day notice prior to the renewal date (Term) OR upon non-payment of the subscription renewal by the customer. b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30 -day notice/cure period, if the breach has not been cured. i. Actions upon Termination. 1. (w) Upon any termination as provided in 8(b) above by Customer, Novo must refund any prepaid and unused fees covering the remainder of the Term. 2. (x) Upon any termination as provided in 8(b) above by Novo, Customer must pay any unpaid fees covering the remainder of the Term. The Services will also be terminated. c. Return of Customer Data. i. Before termination, Customer must export any data they wish to keep from the Service. Upon request Novo will supply the Core Data in bulk format for the fees specified in Section 6(c). ii. After termination, Novo has no obligation to maintain the Customer Data and may destroy it. 9. Governing Law AND FORUM. a. For Customers Located In the United States. This agreement is governed by and interpreted in accordance with the laws of the State of Minnesota, without regard to conflict of law principles. Any dispute arising out of or related to this agreement must be determined by a court of competent jurisdiction. b. For Customers Located Outside of the United States. This agreement is governed by the laws of the State of New York, without regard to conflict of laws principles. Any dispute arising out of or related to this agreement must be determined by binding arbitration in New York City, NY (in English) under the then current commercial or international rules (as applicable) of the American Arbitration Association. c. No Restriction on Injunctions, and Attorney’s Fees. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party. 10. Indemnity - By Novo For Infringement. If a third-party claims that Customer’s use of the Services (other than related to the Customer Data entered/uploaded by Customer or Customer’s End Users/Residents) infringes that party’s patent, copyright or other proprietary Tuesday, August 5, 2025 Page 12 of 13 right, Novo will defend Customer against that claim at Novo’s expense and pay all costs, damages, and attorney’s fees, that a court finally awards or that are included in a settlement approved by Novo, provided that Customer: a. promptly notifies Novo in writing of the claim; and b. allows Novo to control, and cooperates with Novo in, the defense and any related settlement. If such a claim is made, Novo could continue to enable Customer to use the Services or to modify it. If Novo determines that these alternatives are not reasonably available, Novo may terminate the Services (without any liability to Customer) upon notice to Customer and with the return of any prepaid and unused fees. 11. MISCELLANEOUS OTHER TERMS. a. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach. b. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it. c. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party. d. Independent Contractors. The parties are independent contractors with respect to each other. e. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. f. No Additional Terms. Novo rejects additional or conflicting terms of any Customer form-purchasing document. g. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails. h. Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive. i. CISG Not Apply. The Convention on Contracts for the International Sale of Goods does not apply. Tuesday, August 5, 2025 Page 13 of 13 Signatures City of Otsego, MN- Utilities Novo Solutions, Inc. J. Richard Hunter CEO Name (Printed) Title Name (Printed) Title / / August 26, 2025 Signature Date Signature Date 516 S. Independence Blvd. Suite 205 Virginia Beach, VA 23452 Address Address