HomeMy WebLinkAboutAssetWorks Inc; 2009-09-23;AGREEMENT FOR FLEET MAINTENANCE IMPLEMENTATION SERVICES
ASSETWORKS, INC
THIS AGREEMENT is made and entered into as of the >Ae> day of
0 tf\ , by and between the CITY OF CARLSBAD, a municipal corporation,
("City"), and AssetWorks, Inc., a Delaware corporation, ("Contractor").
RECITALS
A. City requires the professional services of a software vendor that is
experienced in Fleet Maintenance software.
B. Contractor has the necessary experience in providing professional
services and advice related to the sale, implementation, training and support of Fleet
Maintenance software.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of 1 year from the date first
above written.
4. PROJECT TIME
The parties will mutually agree on a project plan for the term of the agreement. .
5. COMPENSATION
The services quoted are on a time and materials basis, based on AssetWorks current
understanding of the project. AssetWorks will invoice for only the time, materials and
expenses incurred. The total fee payable for the Services to be performed during the
initial Agreement term shall not exceed sixty four thousand dollars ($64,000). No other
compensation for the Services will be allowed except for items covered by subsequent
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amendments to this Agreement. Incremental payments, if applicable, should be made
as outlined in attached Exhibit "A". Receipts are required for reimbursement for travel
expenses.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising directly out of the performance of the work described
herein caused by any negligence, recklessness, or willful misconduct of the Contractor,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
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The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
NEITHER CITY, CONTRACTOR NOR CONTRACTOR' SUBCONTRACTORS WILL BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES
PROVIDED BY CONTRACTOR EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. CONTRACTOR SHALL NOT HAVE LIABILITY
FOR (I) LOSS OF INCOME, PROFIT, OR SAVINGS, WHETHER DIRECT OR
INDIRECT, (II) LOST OR CORRUPTED DATA OR SOFTWARE, OR (III) PRODUCTS
NOT BEING AVAILABLE FOR USE.
EXCEPT FOR CLAIMS THAT THE SERVICES CAUSED BODILY INJURY
(INCLUDING DEATH) OR PROPERTY DAMAGE DUE TO CONTRACTOR'
NEGLIGENCE OR WILLFUL MISCONDUCT, CONTRACTOR' TOTAL LIABILITY
ARISING OUT OF, OR IN CONNECTION WITH, ANY SERVICES PURCHASED
PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED $125,000.00. THIS
LIMITATION SHALL NOT APPLY TO ANY CLAIM COVERED BY CONTRACTOR'S
INSURANCE NOR LIMIT THE CITY'S RIGHTS TO PURSUE SUCH INSURANCE
COVERAGE.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
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obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers' Compensation
will not be required if Contractor has no employees and provides, to City's satisfaction, a
declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
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payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
13.1 City and Contractor shall each retain ownership of, and all right, title and interest
in and to, their respective pre-existing Intellectual Property, and expressed as stated in
this Agreement, no license is granted as a result of the Services performed hereunder.
To the extent the parties wish to grant to the other rights or interests in pre-existing
Intellectual Property, separate license agreements on mutually acceptable terms will be
executed.
13.2 Contractor grants to City a royalty-free, paid up, worldwide, perpetual, non-
exclusive, non-transferable license to use any Contractor Intellectual Property
incorporated into any Deliverable, solely for City's use of that Deliverable for its internal
business purposes. Contractor shall retain ownership of and unrestricted right to use
any Intellectual Property derived in any fashion or manner from its pre-existing
Intellectual Property. The Services performed and any Deliverables produced pursuant
to this Agreement are not "works for hire."
13.3 As used herein, "Intellectual Property" shall mean inventions (whether or not
patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts,
algorithms, and other intellectual property incorporated into any Deliverable whether or
not first created or developed by Contractor in providing the Services.
14. COPYRIGHTS
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Contractor will defend, at its own expense, any action brought against City to the extent
that it is based on a claim that the Contractor Software infringes a United States patent
or copyright, and Contractor will pay those costs and damages finally awarded against
City in any such action that are attributable to any such claim, but such defense and
payments are conditioned on the following: (1) that Contractor shall be promptly notified
in writing by City following its receipt of any such claim; (2) that Contractor shall have
sole control of the defense of any action on such claim and all negotiations for its
settlement or compromise; (3) should the Software become, or in Contractor' opinion is
likely to become, the subject of a claim of infringement of a United States patent or
copyright, then City shall permit Contractor, at its option and expense, either to (A)
procure for City a non-infringing license to use the Software; (B) modify the Software so
that it becomes non-infringing; (C) procure for City a depreciated credit for the Software
and accept its return. Depreciation shall be an equal amount per year from the date of
receipt of the Software, which the parties agree shall be five (5) years. Contractor shall
have no liability to City under any provision of this clause with respect to any claim of
patent or copyright infringement that is based on City's unauthorized use or combination
of the Software with software or data not supplied by Contractor as part of the Software.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City:
Name Gordon Peterson
Title Information Technology Director
Department Information Technology
City of Carlsbad
Address 1635 Faraday Av
Carlsbad. CA 92008
For Contractor:
Name: John Mines
Title: President
Address: 998 Old Eagle School Road
Wayne, PA 19087
Phone No.
Phone No. 760-602-2454
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
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Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement upon fifteen (15) days notice for nonperformance by
notifying Contractor by certified mail of the reason for termination. If City decides to
abandon or indefinitely postpone the work or services contemplated by this Agreement,
City may terminate this Agreement upon written notice to Contractor. Upon notification
of termination for reasons other than abandonment or indefinitely postponed work or
services, Contractor has fifteen (15) days to cure the breach; if Contractor fails to cure
by the fifteenth day, the Agreement will terminate and Contractor will have five (5)
business days to deliver any documents owned by City and all work in progress to City
address contained in this Agreement. City will make a determination of fact based upon
the work product delivered to City and of the percentage of work that Contractor has
performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
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that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
kBy:
LORRAINE
City Clerk :t^
(e-mail address)
If required by City, proper notarial acknowledgment of execution by
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
'Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Bv: QbJLQLr-
Assistant City Attorney
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AssetWORKS
CERTIFICATE OF AUTHORITY
I do hereby certify that by authority of the Directors of AssetWorks Inc. that John
H. Hines III, President of AssetWorks, is authorized and empowered to make, enter into,
sign, seal and deliver on behalf of AssetWorks Inc. contracts for the sale and license of
AssetWorks products and services.
I do hereby certify that said authority has not been amended or repealed and is in
full force and effect as of this date and that John H. Hines III is the duly elected President
of AssetWorks Inc.
Attest:
Brian Beattie
Secretary of AssetWorks
Date Signed:
ooo 998 Old Eagle School Road, Suite 1215 | Wayne, PA 19087 | 7:610.687.9202 | F: 610.971.9447 | www.assetworks.com
Commonwealth of Pennsylvania )
)SS:
County of Chester )
Before me, the undersigned notary public, this day, personally, appeared_John H.
Mines, III and R. David Sadoo to me known as President and Vice President of
AssetWorks Inc. respectively.
Subscribed and sworn to before me this 17 day of August
2009 .
L
Notary Public Commonwealth <->f o,..nn
HOTARih. .
JUOlfHL_SONS.r;CTownship .Chester
nsylvania
COPY
EXHIBIT "A"
SCOPE OF SERVICES
Introduction
AssetWorks is pleased to partner with the City of Carlsbad (Carlsbad) for a
successful implementation of the FASuite asset and maintenance management
application. This proposal identifies the tasks and estimated costs required for
the implementation of the FASuite solution. This Statement of Work is based on
AssetWorks' current understanding of the requirements and AssetWorks'
previous experience with similar engagements.
To best facilitate the implementation, AssetWorks urges Carlsbad to formally
identify a focal point for each of the critical business groups who will participate in
or be affected by the project implementation. This involvement must come from
all parties. These focal points should be both technically qualified and
knowledgeable of their groups' business practices. These individuals will be
responsible for spearheading the system configuration, data mapping, and
workflow tasks to ensure a feasible and effective production rollout.
Estimated Pricing
AssetWorks FASuite Implementation
Time and Materials Estimate
Project Management Services
Hardware Procurement and Installation
Software Installation Services
System Setup and Configuration Services
Automated Fuel Interface
Data Conversion Services
(Equipment Master and Parts Master Records)
Data Conversion Services
(Work Order Summary)
Ad Hoc Query Services
Custom Report Development
System Training Services
Rollout Services
Travel Budget (estimated, AssetWorks
Estimated
Estimated Subtotal
will invoice actuals)
32
-
0
40
16
40
40
8
32
62
40
310
Hours Estimated Cost
hrs
hrs
hrs
hrs
hrs
hrs
hrs
hrs
hrs
hrs
hrs
hrs
Fleet Software-Estimated Total
$
$
$
$
$
$
$
$
$
$
$
$
$
$
6,240.00
-
-
7,800.00
3,120.00
7,800.00
7,800.00
1,560.00
6,240.00
12,090.00
7,800.00
60,450.00
3,020.00
63,470.00
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FleetFocus Work Plan
WBS A. 1.0 Project Management Services
Project kick-off and planning
AssetWorks will conduct a kick-off conference call with the Carlsbad project
leaders to introduce project stakeholders, review team roles, review project tasks
and finalize the project schedule. After the call, AssetWorks will revise the project
tasks and schedule as necessary. AssetWorks will provide the revised schedule
to Carlsbad.
AssetWorks recommends Carlsbad appoint a core project team with
representatives from all functional or operational areas of Carlsbad's fleet
maintenance operation. This core group must have the authority and charter to
make appropriate decisions regarding the implementation. The core group
representatives should have complete knowledge and familiarity with Carlsbad's
operations and objectives, and will form the majority of the roll-out team later in
the project. The Carlsbad project team will define their roles and responsibilities
and establish project standards and controls.
Carlsbad will appoint a Project Manager, a Maintenance Project Lead, and
supporting personnel from the designated Carlsbad functional and operational
areas. The Carlsbad Project Manager will lead the overall Carlsbad project team
and be responsible for the Carlsbad personnel and resources on the project. The
Maintenance Project Lead will be responsible for the configuration and
implementation of FASuite and for facilitating decisions among the core
maintenance group.
Project management and oversight
AssetWorks will provide project management and oversight services to execute
the project plan. The AssetWorks project manager will coordinate AssetWorks
project activities. AssetWorks will provide the following project management
services:
• Coordination of project resources and work so that milestones are met in
an efficient manner; tasks will be designed so as to minimize
implementation time and cost while taking into consideration resource and
time constraints such as Carlsbad staff availability
• Serve as the main point of contact for the Carlsbad Maintenance Lead and
project manager
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• Provide updates every month to the work plan and project budget
The AssetWorks Project Manager will ensure that sufficient resources are
available to implement the system in accordance with the project requirements.
The AssetWorks Project Manager will monitor the project resources to ensure
quality delivery of services and that the deliverables are completed in accordance
with the project requirements.
AssetWorks will assign a senior-level program manager to provide additional
subject matter expertise, monitor the project resources and budget, and ensure
quality delivery of services. This manager is Carlsbad's first escalation point for
any issues arising during the project.
Deliverable for Project Management Services
• Participation in the project kick-off conference call
• Revision of project schedule
• Updates to relevant status reports
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WBS A.2.0 Hardware Procurement and Installation
AssetWorks hosting service will set up FASuite to run in the following tiers:
• FASuite InfoCenter: the browser user interface
• FASuite GUI: the presentation layer (graphical user interface)
• FASuite APR: the application
• FASuite database: the database
For this implementation, AssetWorks will deploy FASuite on the Oracle
Relational Database Management System (RDBMS).
Workstation Specifications Recommendations
For all configurations, client workstations should be at least 200 MHz Pentium-
based computers running Windows 2000/XP. We recommend at least 128 MB of
RAM. The FASuite GUI and InfoCenter require a minimum display resolution of
1024 x 768 for proper viewing. AssetWorks recommends a machine that meets
the following specifications:
256MB RAM
10GB HDD
Mouse and Keyboard
17" Monitor
Windows 98/2000/XP
10/100 Ethernet NIC
Additional Requirements for Any Configuration
In addition to the above, AssetWorks also recommends Carlsbad procure the
following:
• An appropriate number of printers
• AssetWorks recommends 17" monitors in order to take better advantage
of the FASuite screen and window capabilities
AssetWorks will not be responsible for any site preparation or construction or
communications or cabling infrastructure.
Deliverable for Hardware Specification
• Hosting Service Initiation as per the Application Service Provider
Agreement
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WBS A.3.0 Software Installation Services
Installation preparation
AssetWorks will provide software hosting services, which includes software
installation services. Please refer to the Hosting Services Agreement for details
on installation and upgrade services.
Deliverable for Software Installation Services
• Installation of AssetWorks software
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WBS A.4.0 System Setup and Configuration Services
System Setup Consulting
AssetWorks recommends Carlsbad appoint a project lead and a small project
team to complete this project. Carlsbad should involve every department, and
each department should participate and provide input on these critical
implementation decisions. Decisions made during this phase of the project will
have a direct effect on the work flow in the roll-out of FASuite.
This group must have the authority and charter to make appropriate decisions
regarding the FASuite implementation. The group representatives should have
complete knowledge and familiarity with the operation, including maintenance,
engineering, parts inventory, and procurement. The group members should be
familiar with the current processes and systems.
AssetWorks will lead the session to complete the coding conventions for
equipment numbering, equipment classes, repair codes, PM schedules, PM
parameters, PM checklists, and other items. We will also finalize the work flow
for all job functions, including work order management and parts inventory
management. System setup consulting is very much a dialogue and exchange of
information where the Carlsbad project team will plan the overall integration of
FASuite into Carlsbad operation under the guidance of AssetWorks' application
experts.
Carlsbad's preparation for this engagement includes the assimilation and
distribution of relevant inventory, purchasing, operations, and maintenance data
prior to the meeting. The goal for these meetings is to achieve at least 90% of the
standard coding schemes and business practices required for system rollout.
Finalize data definition, and processes
Carlsbad will take action items from the System Setup Consulting to finalize the
definition of all relevant FASuite data elements and work processes, including
maintenance, parts management, procurement, and other job functions.
Carlsbad's deliverable for this task is complete documentation of Carlsbad's
definitions for all applicable FASuite data elements. This deliverable is a critical
prerequisite to the development of the training material for the roll-out.
AssetWorks will work with Carlsbad to prepare this documentation.
AssetWorks will work with the team to configure FASuite per the discussed work
flow. This configuration will build on the setup defined with the Carlsbad core
team and will focus on specific decisions, such as location options, department
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settings, etc. This task will occur as soon as possible after the System Setup
Consulting engagement.
Deliverable for Business Process Services
• Coding structure and data definition workshop(s)
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WBS A.5.0 Integration and Technical Services
Fuel Transactions - Automated Fuel Interface
To provide a very straightforward and flexible solution, AssetWorks proposes that
Carlsbad use FASuite's Automated Fuel Systems screen (shown below) to
define its fuel interface. The base application includes this screen, with which end
users can create fuel interface definitions for use with the Automated Fuel
Tickets screen. Using this screen, Carlsbad could build many of its own batch
interfaces for processing fuel transactions.
Hr- iJ Flfe'l
File Edit Action Data Queries/Reports System Mgmt View Preferences Window Help
-s
Row Fuel system ID Fuel system name System available
Fuel System Description | Processing Rules - General j Processing Rules - Fuel j Processing Rules - Fluids Other Transactions j Data Format j
Fuel system ID PUTT
Name [AUTOMATED FUEL INTERFACE ttl
& System available
Transaction format information
Date format
Transaction format
COMMA-SEPARATED
Transaction record length
Minimum J25
Maximum flSCT
9 Transactions separated by newline characters
MMDDYT
MM/DDAY
MM-DD-YY
MMDDYYYY
MMDD
YYMMDD
YV7MM/DD
YVYYMMDD
YYYY/MM/DD
YYDDD
YDDD
DDD
DD-MON-YY
DD/MMAYYY
Time format
Skip transactions beginning with |X
Pud System Description ; Processing Rules - Geneial i Piocessing Rdes - Fuel i Processing Rules - Fluids : Other Transactor!! Data Format
Fuel system ID 345" fj i
Desciiptive data itei
Quantitative del a items
Row Delete
*.*
;
Data type
EQUIPMENT ID
DATE
ACCOUNT ID
Starting position
21
36
40
Length
12
12
50
Field number Right aligned -«-
V
Row Delete
*
Data type
METER 1 READING
FUEL QUANTITY
Starting position
90
97
Length
6
4
Field number Decimal point E -*"•
X
< >
Fuel system ID 345 [T] > '
Equipment ktentifiei EQUIPMENT ID
FUEL CARD 10S^EHK33L
CREDIT CARD OPER
Custom processing
AssetWorks will assist Carlsbad in defining its fuel interface using FASuite's
Automated Fuel Interface feature. Carlsbad will provide AssetWorks a sample
fuel file from the Gasboy and Voyager fuel systems with appropriate
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documentation. AssetWorks may require remote control access to Carlsbad
servers for this task.
Integration Assumptions:
There will be no interface other than those specifically described above.
These interfaces will be configured using only out-of-the-box capabilities. No
development effort or tailoring is included in this proposal.
Deliverable for Fuel Transaction Services
AssetWorks will provide the following deliverables:
• Interface test plans and test results
• Working interfaces as described above
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WBS A.6.0 Data Conversion Services
Data Load Preparation
The AssetWorks standard procedures for developing Data Load Plans include
the following:
• Create a specification/data conversion plan
• The Carlsbad project team reviews the specification/data conversion plan
• The Carlsbad project team provides final approval of the specification/data
conversion plan
• AssetWorks converts data in accordance with the specification
• AssetWorks and Carlsbad review converted data
• AssetWorks provides documentation and a schedule and date ranges for
conversions
• Carlsbad gives final acceptance of successful data conversion
The objective of these data conversion services is to process extracted data from
the applicable Carlsbad legacy systems and map the extracted data into
FASuite. Carlsbad will provide a sample of the legacy data as soon as possible.
Using this sample, the team will define exactly what data will be converted from
the current system and define a mapping of data into FASuite. AssetWorks will
help Carlsbad finalize the data mapping and identify the specific sources for each
data element. AssetWorks and Carlsbad will define which information will be
loaded into FASuite.
Data Conversion Process and Assumptions
AssetWorks will determine the necessary data required to make the system
operational (e.g., asset data, current inventory levels, etc.) and then identify, in
conjunction with Carlsbad staff, what data will be available from current systems,
and what data Carlsbad may have to develop. Once the data conversion
specifications are completed, the Carlsbad will extract the data from its current
systems. AssetWorks will be responsible for populating FASuite with approved
and "clean" Carlsbad data, which Carlsbad will provide.
Format of Converted Data
AssetWorks assumes that all Carlsbad data files are formatted to facilitate
uniform electronic conversion. AssetWorks requires that Carlsbad supply all
conversion data in text documents (flat file ASCII format, according to
AssetWorks specifications) with appropriate documentation.
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AssetWorks will provide Microsoft Excel templates to assist in loading data into
FASuite. AssetWorks will convert only the data fields that map into FASuite. Data
fields that do not map into FASuite will not be converted. In order to enforce
application logic and maintain referential data integrity during the conversion
process, only data elements that can be entered on a FASuite screen are part of
this conversion.
Carlsbad will provide the data in the properly formatted files (per AssetWorks'
specification) for loading into FASuite. AssetWorks makes the following
assumptions about the data from the legacy system(s):
• AssetWorks will use default values for any data element that FASuite
requires that is not in the data file
• Carlsbad will provide each test data file and each production data file in
exactly the same format
• AssetWorks will not be responsible for "scrubbing" or "cleansing" legacy
Carlsbad data
Carlsbad will provide a single ASCII file from each legacy application included in
the scope. AssetWorks will not be responsible for converting or keying hard copy
data records.
Conversion of Specific Data
AssetWorks and Carlsbad will jointly resolve issues arising out of the data
translation, including codes (if any) to be changed. AssetWorks will help
Carlsbad finalize the data mapping and identify the sources for each data
element. AssetWorks and Carlsbad will identify cost information that will be
loaded into FASuite. Carlsbad will be responsible for mapping old codes into new
codes (i.e., translating) within the data set to be converted.
Data Conversion Testing and Validation
After AssetWorks and Carlsbad have jointly documented the data mapping and
data load process, AssetWorks will test the results from Carlsbad's data
extractions. These tests will validate the data migration strategy that the team
defined in earlier stages. This process will require involvement from Carlsbad
Information Technology personnel supporting the existing systems. Upon
completion, AssetWorks will provide all testing results to Carlsbad for
acceptance.
AssetWorks will convert samples of the data for review and validation purposes.
AssetWorks will assist the Carlsbad Project Manager in the validation process.
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AssetWorks will convert the data based on the rules defined earlier in the project.
Data will be converted into the development environment and validated before
being converted into the production environment.
Data Conversion Scope
AssetWorks makes the following assumptions about the scope of data migration
from the legacy system(s):
• The data files for the asset master records (active units only) will be text-
based flat files with one row of data per asset
• The data files for the parts master records will be text-based flat files with
one row of data per part
• The equipment/month/year summary cost totals for active vehicle records
(these data items will be loaded on the Historical Costs screen)
• No other data conversion is included in this Statement of Work
Upon completion of conversion to the development environment, AssetWorks will
test the conversion process once by working with the Carlsbad project team to
move the data (dry run) into the FASuite database. Data validation will occur,
followed by one live conversion of data into the production environment.
Deliverable for Data Conversion Services
AssetWorks will provide the following deliverables:
• Data Mapping Document for data conversion
• Converted data
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WBS A.7.0 Custom Report Development Services
AssetWorks will provide up to 32 hours of design and development services to
build custom reports.
Deliverable for Custom Report Development Services
• Report technical specification
• Crystal report based on approved technical specification
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WBS A.8.0 Training Services
Develop Training Materials
Once Carlsbad approves the Training Plan, then AssetWorks will complete the
training materials and begin scheduling and planning for the training. AssetWorks
training materials assume all users are familiar with a Windows environment; the
AssetWorks training will not include any Windows or remedial computer training.
The training will cover work order functions; parts and labor posting functions;
and other common features and transactions. The topics and work flows included
in the training will be those finalized by the Carlsbad team during the system
setup and follow-up tasks. Any deviations in the defined and agreed upon work
flow will cause delays and added costs to the training.
AssetWorks will provide a master electronic version for the Carlsbad Project
Manager. Carlsbad will produce and provide copies (across all roles) of the final
training materials for use during the training sessions. Carlsbad will be authorized
to reproduce and use any training materials for ongoing training within Carlsbad
Training materials (Base)
Training Delivery
AssetWorks will provide a total of 48 hours of class room training. AssetWorks
will provide eight hours of System Administration training to the Carlsbad system
administration staff and one Project Manager. Carlsbad may add additional
trainees to this session up to a total of eight attendees (assuming Carlsbad's
training facility has a sufficient number of workstations for training). AssetWorks
will use its standard training materials, including any modifications made by
Carlsbad. These trainees will be responsible for training any additional staff in
the use of FASuite and for performing system administration tasks.
The training will cover the following areas of FASuite:
FASuite overview and orientation Users and User Group
management
End of Period Processing System-wide Options and
Settings
Use of selected standard reports Basic troubleshooting and
administrative functions
AssetWorks will deliver 40 hours of training to cover work order functions; parts
and labor posting functions; and other common FASuite features and
transactions. The topics and work flows included in the training will be those
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finalized by the Carlsbad team during the system setup and follow-up tasks. Any
deviations in the defined and agreed upon work flow will cause delays and added
costs to the training.
AssetWorks proposes the following training courses, but these are subject to
discussion with the Carlsbad team during the engagement.
Technicians
(8 hr course)
Orientation and system login
Labor and time entry
Fulfilling Parts Requests
Part Primary Records and cross-
references
Use of selected standard reports
4 Users (estimated)
Equipment and work order look-
up functions
Materials and parts request
functions for technicians
Physical inventory, adjustments,
transfers
Basic troubleshooting
Supervisors
(8 hr course)
Orientation and system login
Labor and time entry and management
Use of selected standard reports
2 Users (estimated)
Work order management
functions
Materials and parts request
functions for managers
Basic troubleshooting
Materials Management
(16 hr course)
System login
Part Primary Records and cross-
references
Use of selected standard reports
6 Users (Estimated)
Fulfilling Parts Requests
Physical inventory, adjustments,
transfers
Basic troubleshooting
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Administrative Staff 6 Users (Estimated)
(8 hr course)
System login Set-up Options
Fuel ticket processing Batch processing
User Groups and Users Reporting overview
The Carlsbad team will identify a single "super user" at each shop or parts
location to closely support the cutover, particularly after the training concludes.
This individual will be responsible for answering initial end user questions and,
most importantly, implementing subsequent changes or alterations to the
documented procedures.
Deliverable for Training Services
• Training material master files
• End user training delivery
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WBS A.9.0 Support Live Operations
Prepare for Cut-over
AssetWorks will spend eight hours staging and preparing for the system roll-
out/cutover. This time includes final site testing of hardware and system
readiness and review of procedures with user personnel.
Cutover support
When Carlsbad commences live operations using FASuite, AssetWorks will be
on-site to provide 16 hours of "go live" assistance for the Carlsbad fleet
management operation. This step is critical to success. The AssetWorks and
Carlsbad team will provide refresher training and help on the shop floors and
offices to make sure the transition is as smooth as possible. This on-site support
could include data imports, report development, hands-on help for the users, etc.
Post cutover support
AssetWorks will remain closely involved during this very sensitive period.
AssetWorks will provide up to 16 hours of remote support on an as-needed basis
to answer questions and make sure the cutover is progressing well. Additional
on-site and off-site support is available to Carlsbad under a separate Statement
of Work.
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Preliminary Schedule
AssetWorks proposes the following schedule to accomplish the FleetFocus
implementation tasks described below.
WBS !Task Name Duration
- City of Cailsbad FASuite Project Plan 102 (lays
A - FASuite Implementation Services 102 clays
A.1 + Project Management Services 93 days
A.2 Hardware procurement and installation 0 days
A.3 + Softwai e Installation Services 1 clay
A.4 + System Setup and Configuration Services 20 days
A.5 +; Interface and Technical Services 5 days
A.f> +: Data Conversion Services 15 clays
A.7 Custom Report Development Services 10 days
A.$ + Training Services 14days
A.9 + Support Live Operations 25 clays
A.10 + Travel and Expenses 75 days
Schedule is subject to change and will be finalized once project begins.
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Assumptions
The following general assumptions apply to this proposal:
1. This is a time and materials effort
2. AssetWorks' consulting estimates do not include installation and/or
configuration of any end user computer hardware and peripheral
equipment. The end user will be responsible for installing and configuring
computer hardware and peripheral equipment such as printers and bar
code equipment (if applicable)
3. AssetWorks will provide Application Service Provider services as per the
ASP contract.
4. Carlsbad will have all of the necessary and appropriate personnel at all of
the meetings for the purpose of defining the requirements of the system
5. Carlsbad is responsible for TCP/IP connectivity from all client workstations
to the FASuite servers.
6. Carlsbad will appoint a single point of contact for the duration of the
project. This person should have project management responsibilities and
decision-making authority. This person will be the focal point of contact
for AssetWorks' Customer Support department
7. Carlsbad will make appropriate technical resources available to
AssetWorks' consultants
8. Carlsbad will implement this solution using a single FASuite database
9. AssetWorks will provide on-site training to Carlsbad (as outlined above) in
a classroom environment suitable for training. Carlsbad will be
responsible for providing and preparing the training facility
10. This proposal does not include any interfaces between FASuite and other
systems. AssetWorks will provide estimates for interfaces as may be
required on an as-needed basis
11. This proposal does not include any data conversion services other than
those specifically described
12. This Statement of Work includes implementation support for only those
optional modules listed in the task list
13. Subject to any applicable state and/or local sales tax
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