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HomeMy WebLinkAbout1988-08-09; City Council; 9582; FLEET MANAGEMENT COMPUTER SOFTWAREr" 0 E .. 2 0 6 4 s 2 3 0 0 - L w UF LARLSBAD - AGENW BILL - 4 DEPT. t AB# 7 TITLE: CITY A1 MTG. DEPT. Is CITY M RECOMMENDED ACTION: FLEET MANAGEMENT COMPUTER SOFTWARE 8-9-88 Adopt Resolution No. ffiAff , approving the license agreement with EPM f purchase and imp1 ementation of the "F1 eetsi tell fleet management software; app the purchase of hardware; and transferring $42,552 from the Vehicle Maint unappropriated fund balance into the Data Processing budget. ITEM EXPLANATION Currently, Mechanical Maintenance personnel use a time-consuming manual requiring many duplicate and trip1 icate entries to accomplish the foll 1) Monitor maintenance costs for vehicles, pumps, generators and other motor equipment; 2) Track and schedule labor hours and material costs associate1 maintenance and repair; 3) Maintain equipment and repair histories; 4) Monita consumption; 5) Schedule regular and preventative maintenance for equi 6) Accurately charge back maintenance costs to the user departments; and 7) Ma a controlled parts inventory. TheMechanical Maintenancesuperintendent, Utilities/MaintenanceManagement, F Department and the County Department of Health Services all require a syste will provide more reliable information than is currently available with the system. Therefore, consistent with the Long Range Information Systems Plan Processing staff began work with Mechanical Maintenance to find a suitable so package to meet the needs. After analysis, it was determined that the aut system should reside on the City's Hewlett Packard computer. The only known fleet maintenance package available for the HP 3000 were iden and evaluated. The evaluation criteria which was used in making the determi is shown on the attached Exhibit "A". The result of the analysis was a unanimous recommendation to proceed wi package call ed "F1 eetsi te" from EPM Onsi te Systems. FISCAL IMPACT The total fiscal impact takes into consideration the software costs, implemen costs and departmental hardware costs. No upgrades of the City's hardwi needed, only costs required to install the peripheral equipment at the V Maintenance facility. Software Costs $26 , 972 Training and Installation Costs 4 , 500 Hardware Costs 2,300 Communi cation Equipment Charges 8,780 $42 , 552 TOTAL SYSTEM COST e e PAGE 2 OF AB # 75fa Funds need to be transferred from the Vehicle Maintenance unappropriatc balance into Data Processing to facilitate the purchase and installation of s and hardware. EXHIBITS 1. Memorandum from the Programmer/Operator to the Information Systems D 2. dated July 6, 1988 regarding the fleet management computer software. Resolution No. ff:&fY, approving the license agreement with EPM purchase and implementation of the "Fleetsite" fleet management so approving the purchase of hardware; and approving the transfer of fund e e July 6, 1988 TO: INFORMATION SYSTEMS DIRECTOR FROM: Programmer/Operator FLEET MANAGEMENT COMPUTER SOFTWARE Fleet Management software consists of three applications listed separately ii the Information Systems Long Range Plan - Motive Maintenance, Work Orders an( Inventory Control. These applications work so closely together, it seemel reasonable to select a software system that would perform the functions of a1 three in one Fleet Management Package. The Fleet Management System will enable Mechanical Maintenance personnel to 1) monitor the maintenance costs for vehicles, pumps, generators and other motor driven equipment; 2) track and schedule labor hours and material costs associate! with maintenance and repair; 3) maintain equipment and repair histories 4) monitor fuel consumption; 5) schedule regular and preventative maintenanc for equipment; 6) accurately charge back maintenance costs to the use departments; and 7) maintain a controlled parts inventory. Currently the garage accomplishes these functions using a time-consuming manua system filled with duplicate and trip1 icate entries. Because information cannol be verified against historical data, errors can still slip by thus compromisin! the data. The Mechanical Maintenance Superintendent, Uti1 i ties/Maintenancc management, Finance Department and the County Department of Health Services al' require a system that provides more reliable information. Mechanical Maintenance personnel have worked several years defining their need: and evaluating Fleet Management systems. This year Data Processing staff workec with Mechanical Maintenance to find a suitable software package. To leave ope1 the option of using the Inventory Control, Work Order and Depreciation functions by other departments, it was decided that the Fleet Maintenance system needs ti reside on the HP 3000 minicomputer. The only known Fleet Maintenance packages available for the HP 3000 are VEMAINT/3000 (Idaho Computer Services, Inc.), TASKFORCE/PARTS FORCE (Uniforci Corporation) and FLEETSITE (Onsi te Systems). Mechanical Maintenance and Dat, Processing personnel examined all three systems. Data Processing also verifiec references for all three packages. e * The recommendation from the Mechanical Maintenance Superintendent was to selec- the FLEETSITE system from Onsite. Before making a final decision, Mechanica' Maintenance personnel visited the City of Rialto to see the FLEETSITE system ii use. FLEETSITE was chosen because it met the most requirements as defined b. Mechanical Maintenance and Data Processing. The requirements evaluated in makini this determination are shown in Exhibit A. SOFTWARE The desired software has been selected but funds are needed for the purchase The agreement with Onsite Systems also needs to be made specifying training, installation dates and maintenance ob1 igations. Data entry of equipment, part. and codes required by the system will need to be done by Mechanical Maintenanct personnel before the system can actually be used. HARDWARE Mechanical Maintenance currently has one microcomputer at the garage that cai be used to access the Fleet Maintenance system. In addition, they will requirc one terminal for the parts room and a printer for their status reports. Since the garage is a remote site, data communications equipment and installatioi of a data line will be necessary. Cabling will be needed to connect all device: to the HP 3000. FISCAL IMPACT Included in the total fiscal impact are software, training and installation, anc hardware costs. 0 0 Software Costs: License for FLEETSITE $20 , 000.00 Source Code 5,000.00 PC Interface 325.00 Sub-Total $25,325.00 Sales Tax 1,646.10 TOTAL SOFTWARE COSTS $26,971.10 Training and Installation Costs: One week of training/installation $ 3,000.00 Estimated travel expenses (not to exceed) 1,500 -00 TOTAL TRAINING AND INSTALLATION COSTS $ 4,500.00 Hardware Costs: HP Terminal and Printer $ 2,840.00 Less standard 24% HP discount - 681.60 Sub-Total 2,158.40 Sales Tax 140.30 Sub- Tot a1 $ 2,298.70 Data Comm equipment 6,780.00 Cab1 i ng 1,000.00 Data Line Installation 1,000.00 Sub- Tot a1 $ 8,780.00 TOTAL HARDWARE COSTS $11,078.70 TOTAL SYSTEM COSTS $42,549.80 Data Processing has worked closely with Mechanical Maintenance to ensure the neec for Fleet Management software and then to examine products available. The systen analysis has been thorough and complete. On this basis, FLEETSITE and thc hardware necessary for imp1 ementati on are strongly recommended for purchase. /+&( bJfik6-e;. -L PEGGY WERKMEISTER Progr ammer/Operat or dP * 0 EXHIBIT A ANALYSIS ON- UNI- -- SITE FORCE ICs REWIRED ELEMENTS/FUNCTIONS 1. Is the computer system recommended by its current Y Y N 2. Can present repair order forms be used for easy data Y N N 3. Is the computer system easy to use? Y N N 4. Can the personal computer on site be used in the new Y Y Y 5. Is adequate instruction provided by the vendor? Y Y Y 6. Does the system show life to date costs by vehicle? Y Y Y 7. Does the system show costs by vehicle class? Y Y N 8. Are fuel costs broken out from repair costs? Y Y Y 9. Is a GASBOY computer interface provided at no extra Y N N 10. Is the GASBOY interface operational at other sites? Y Y N 11. Will system show the repair orders written for each Y Y Y 12. Can replacement revenue be shown for each vehicle? Y N N 13. Is the repair order history easy to obtain? Y Y Y 14. Is the repair order history updated automatically? Y Y Y 15. Will the costs accumulated for the Personalized Patrol Y Y Y 16. Are parts listed by vehicle? Y Y Y users? entry? computer system? cost? unit? Vehicle program provide good data for analysis? 17. Are vehicles listed by parts? Y N NF 18. Are vendors listed by parts? Y Y NF 19. Are parts listed be vendors? Y Y NF 20. Is stock pricing by moving average? Y Y NF e e ON- UNI- REQUIRED ELEMENTS/FUNCTIONS, Continued -- SITE FORCE ICs 21. Is there provision for more than one parts manufacturer? Y Y NF 22. Are store stock parts listed separately from outside Y Y NF purchase parts? repairs? easily? description, on-hand quantity, order quantity, price, hi/low limits, etc. used? automated sites? 23. Are vendor repairs listed separately from internal Y Y N 24. Can billable and non-billable labor be separated Y Y N 25. Are standard storekeeping practices, e.g. part number, Y Y NF 26. Is it easy to input manual fuel entries from the non- Y Y N 27. Before the system will open a repair order, does it Y Y N* require the vehicle number and repair order number to be entered? schedule by miles or date? 28. Does the computer system automatically generate a PM Y Y N 29. Does system use repair codes? Y Y Y 30. Can damage repairs and operator abuse be charged back Y Y N 31. Can the computer system easily accept having a terminal Y Y Y to the using department? in the parts room and another in the Account Clerk 11’s office? outside the City? year, make, model, purchase price, user, a standard parts 1 ist, type of fuel , rep1 acement charges, mileage charges, etc.? 32. Will the system easily separate and bill agencies from Y Y N 33. Is there an inventory kept of each vehicle showing Y Y Y 34. Can time standards for routine repair jobs be used? Y Y N 35. Does the storeroom system have an on-going inventory Y Y NF capabi 1 i ty? e a ON- UNI- -- SITE FORCE ICs NICE TO HAVE FEATURES 1. System will generate store stock bin tags. Y N N 2. System will allow selection of inventory items by Y N NF buyer. fuel entry. 3. Repair order to display the last miles from the GASBOY Y N N 4. Repair order to show the mileage from the last repair. Y N N 5. The computer system is able to generate a PM checklist. Y Y N 6. The computer system to keep track of the pool car Y Y Y usage. *NOTE: Vehicle Number and/or Repair Order Number are required, but not both. Y = YES N = NO NF = NOT FUNCTIONAL IN DEMO e 0 ONSITE UNIFORCE ICs DATA PROCESSING CONSIDERATIONS 1. Cost of software, training and installation 31,125 35,680 18,04( 2. Cost of yearly software maintenance 2,750 2,280 Unava- 3. Response of software support group Good Good Fair 4. User Documentation Good Good Fair *No GASBOY interface available. < e e Engineering Planning and Management, Inc. SOFTWARE LICENSE AGREEMENT Declarations Agreement Number: F-S/88-100 Agreement Date xZxt2qm%3$~ 1988 LICENSED PROGRAM: August 9 , FLEETSITETM VEHICLE MAINTENANCE SOFTWARE LICENSOR: ENGINEERING PLANNING AND MANAGEMENT, INC. 959 Concord Street, Framingham, MA 01701 Pamela T. Ellis Telephone (508) 875-2121 (Contact Person) LICENSEE : City of Carlsbad, California (Full Legal Name of Licensee) 1200 Elm Avenue (Street Address) Carlsbad, CA 92008 (City, State, Zip) Lee Rautenkranz (619) 434-2808 (Contact Person) (Telephone) Designated Central Processor: (CPU) Hewlett Packard Series 70 2706803259 (Manufacturer) (Model ) (Serial Number) 1200 Elm Avenue (CPU Location - Street Address) Carlsbad, CA 92008 (City, State, Zip) The exhibits checked below are attached and made a part of this agreement: [X] EPM Software License Agreement DOC # SPO/8501-2 Revision No. 5 Revision No. 5 - [X] EPM Software Maintenance Agreement Doc # SPO/8501-2 [X] EPM Fee Schedule, Doc # SPO/8501-2 Revision No. 5 [ ] Addendum #1 to EPM Standard Software License and Maintenancc Agreement SPO/8501-2 EPM Document SPO/8501-1, Revision 2 Page 1 oi 0 Engineering Planning and Management, Inc. SOFTWARE LICENSE AGREEMENT 1. Software License. LICENSOR (EPM) grants and LICENSEE accepts, upon the terms and conditions contained herein, a persor non-exclusive, non-transferable perpetual right to use the LICENI PROGRAM and DOCUMENTATION (together, the LICENSED SYSTEM) solely LICENSEE'S own internal business purposes. LICENSEE is authorize to use the LICENSED PROGRAM in machine readable form on one DESIGNATED CPU, or temporarily on a backup CPU while the DESIGNAl CPU is inoperative. 2. Documentation. DOCUMENTATION shall consist of (a) two (; copies of the Reference Manual, containing instructions for use, overviews, file specifications, record layouts, report layouts ar module interfaces, where required, for the LICENSED PROGRAM; and one (1) copy of the object and source code for the LICENSED PROGI said copy to be on magnetic tape in machine readable form compat' with the DESIGNATED CPU. 3. Maintenance. (a) EPM shall provide maintenance for the LICENSED PROGI said maintenance to include (i) telephonic consultation in the 1 of the LICENSED SYSTEM; (ii) diagnosis and remediation of errors the then-current, unmodified LICENSED SYSTEM; and (iii) updates ( the LICENSED PROGRAM which, at EPM's sole discretion, are genera made available to other licensees. (b) As a condition for receiving maintenance, LICENSEE ! make available digital, 1200 baud dial-up telephone access to thi DESIGNATED CPU to facilitate on-line diagnosis by EPM of errors the LICENSED PROGRAM. (c) The maintenance described in Subsection (3a) shall provided by EPM at no charge to LICENSEE during the three (3) calendar months beginning the day following acceptance of the LICENSED PROGRAM on the DESIGNATED CPU. Extension of the mainte period for one (1) year intervals following the initial three-mo period shall be provided by EPM upon execution of and payment fo then-current Extended Maintenance Agreement and Fee for the LICE PROGRAM by the LICENSEE. LICENSEE shall reimburse EPM at EPM's then-current stand consulting rates for expenses incurred by EPM in the diagnosis o error determined by EPM not to exist in the as-installed version the LICENSED SYSTEM. EPM Document SPO/8501-2, Revision 5 Page 1 o 0 0 Installation is defined as the end of the week of training inclL with this license. Acceptance is defined as a period of fifteer calendar days from the date of installation, under which the sof shall operate as reasonably expected by the LICENSEE. The LICEb shall make all reasonable attempts to accept this software withi this period. If no written notification is received on or befor sixteenth calendar day following installation, then it shall be deemed to have met the LICENSEE'S acceptance. 4. Installation. EPM shall provide the Installation Servic designated in this Agreement for the installation of, and trainj a reasonable number of LICENSEE'S management and data processinc personnel in the use of the LICENSED PROGRAM. 5. Fees, Charqes and Taxes. LICENSEE agrees to pay the lic fees and charges for the LICENSED PROGRAM and for the services provided by EPM in accordance with the Fee Schedule in this Agreement. Fees and charges are exclusive of any taxes, excise other governmental levies on the licensing, delivery, or use of LICENSED PROGRAM, all of which shall be borne by LICENSEE. 6. Payment. Payment for the License Fee shall be made as follows: thirty percent (30%) upon execution of this agreement, thirty percent (30%) upon installation, and the remaining forty percent (40%) upon acceptance. All other charges are due and payable within thirty (30) of EPM's invoice date. 7. Intellectual Property Rishts, Non-Disclosure, and Owners (a) The LICENSED PROGRAM, and all copyrights, patents, licenses, trademarks, trade names, inventions, trade secrets, ar other intellectual and proprietary rights therein ("Intellectual Property Rights") relating to the origin, design, manufacture, programming, application, operation or service of the LICENSED PROGRAM are and shall remain the valuable property of EPM. (b) LICENSEE shall include and shall not alter, remove conceal any copyright, trade secret or other proprietary notices the LICENSED SYSTEM as delivered by EPM or in copies of the LICE PROGRAM made by LICENSEE under Subsection 8(a). (c) LICENSEE recognizes the proprietary nature of the LICENSED PROGRAM and the Intellectual Property Rights, and LICE? agrees to preserve and protect EPM's interest therein. The LICE PROGRAM and all information relating to the LICENSED PROGRAM prc to LICENSEE or those claiming under it shall be retained in higl confidence and shall not be used, disclosed or copied except as EPM Document SPO/8501-2, Revision 5 Page 2 c w provided by this Agreement. LICENSEE agrees to take such steps protect EPM's interest in the LICENSED PROGRAM and Intellectual Property Rights as LICENSEE does its own proprietary informatioi trade secrets and in no event to take less than reasonable caut (d) LICENSEE may not cause or permit disclosure of, act to, or use of the LICENSED SYSTEM in whole or in part or in any or way, by any other party without the prior written consent of (e) Title or ownership to the LICENSED SYSTEM and Intellectual Property Rights is not hereby nor in any other way transferred to LICENSEE. LICENSEE acknowledges that EPM retain exclusive right to sell, lease, license, assign, or otherwise transfer the LICENSED SYSTEM and that EPM may enter into simila identical conveyances of similar or identical rights to others. (f) The provisions of Section 7 shall survive any termination of this Agreement. 8. Copyinq the Licensed System and Backup CPU (a) EPM agrees that LICENSEE'S use of the Licensed Sys may involve preparation of a reasonable number of machine reada copies of the LICENSED PROGRAM at any one time for LICENSEE'S u the computer site for archive or emergency restart purposes, bu such copies shall be the property of EPM. (b) LICENSEE may request redesignation of the DESIGNAT provided that such redesignated CPU is compatible with the rep1 CPU. (c) When LICENSEE receives replacement DOCUMENTATION u the provisions of Section 3 or Subsection 10(a) LICENSEE shall full responsibility for the installation and distribution of th DOCUMENTATION. 9. Warranty (a) EPM warrants for a period of three (3) months from acceptance that the LICENSED PROGRAM shall be free of software defects in material and workmanship and shall perform the funct contained in the most recent version of the LICENSED PROGRAM Reference Manual issued upon delivery. EPM shall exert its bes efforts to correct such software defects and to supply Licensee corrected portions of the LICENSED SYSTEM within a reasonable t after LICENSEE notifies EPM in writing of any defect, provided notification is postmarked prior to the expiration of such warr period. EPM Document SPO/8501-2, Revision 5 Page 3 0 a (b) LICENSEE ACKNOWLEDGES THAT ANY (i) MODIFICATION, CHANGE, ADDITION OR SUBSTITUTION TO THE LICENSED PROGRAM MADE B'I LICENSEE, (ii) ANY INTERFACING OF THE LICENSED PROGRAM WITH ANY OTHER PROGRAM OR PROGRAMS, WITH THE SOLE EXCEPTION BEING THOSE PROGRAMS PROVIDED WITH THE LICENSED SYSTEM FOR INTERFACING TO TI GASBOY AUTOMATED FUEL SYSTEM OR (iii) ANY CHANGE IN THE OPERATIE ENVIRONMENT OF THE LICENSED PROGRAM MAY DEGRaDE THE PERFORMANCE OF THE LICENSED PROGRAM. LICENSEE ACKNOWLEDGES THAT ANY SUCH MODIFICATION, INTERFACING, OR CHANGE SHALL BE MADE AT THE SOLE RISK AND EXPENSE OF LICENSEE AND THAT EPM SHALL HAVE NO RESPONSIBILITY FOR ANY CONSEQUENCES THEREOF. LICENSEE AGREES THAT UPON ANY SUCH MODIFICATION, INTERFACING OR CHANGE (EXCEPT FOR MODIFICATIONS MADE BY EPM PURSUANT TO SUBSECTION 3(a)), AT EPM'S ELECTION, ANY OF EPM'S DUTIES AND LIABILITIES UNDER THIS AGREEMENT WITH RESPECT TO WARRANTY, IMPLEMENTATION SUPPORT, TRAINING, DEBUGGING AND MAINTENANCE SHALL IMMEDIATELY TERMINATE WITHOUT AFFECTING ANY DUTY OR LIABILITY OF LICENSEE HEREUNDER. THE WARRANTY PROVIDED BY THE LICENSOR APPLIES SOLELY TO THE GASBOY INTERFACE PROGRAMS WITHIN THE LICENSED SYSTEM. THE LICENSOR ASSUMES NO RESPONSIBILITY FOR THE QUALITY AND PROPER FUNCTIONING OF ANY OUTSIDE SYSTEMS. 10. Exclusion of Warranties. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, EPM MAKES NO REPRESENTATION OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE LICENSED SYSTEM OR ANY SERVICE PROVIDED BY EPM HEREUNDER. EPM DISCLAIMS, AMONG ALL OTHER REPRESENTATIONS AND WARRANTIES, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. Limitation of Liability. LICENSEE AND EPM AGREE THAT LICENSEE'S SOLE REMEDY FOR ANY FAILURE OF THE LICENSED SYSTEM OF FOR ANY ERROR, MALFUNCTION, OR DEFECT OF THE LICENSED SYSTEM SHALL BE TO CAUSE EPM TO PERFORM THE SERVICES DESCRIBED IN SUBSECTION 9(a) FOR THE PERIOD OF TIME SET FORTH THEREIN. IN NC EVENT SHALL EPM HAVE ANY LIABILITY FOR COMPENSATORY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFIT, OR FOR ANY CLAIMS AGAINST LICENSEE BY THIRD PARTIES, EVEN IF EPM HAS BEEN INFORMED OF THE POSSIBILITIES THEREOF. LICENSEE AGREES THAT EPM'S LIABILITY FOR DAMAGES, IF ANY, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR PATENT OR COPYRIGHT INFRINGEMENT SHALL NUT EXCEED ANY AMOUNTS PAID BY LICENSEE FOR THE PARTICULAR LICENSED PROGRAM INVOLVED, UNLESS LICENSEE PROVIDES DOCUMENTED EVIDENCE THAT ANY DAMAGE LEADING TO SUCH LIABILITY IS DIRECTLY ATTRIBUTABLE TO THE LICENSED SYSTEM'S PERFORMANCE AS DOCUMENTED BY THE LICENSOR TO THE LICENSEE. EPM Document SPO/8501-2, Revision 5 Page 4 o a 12. Termination. In the event LICENSEE OR LICENSOR shall fail to keep, observe, or perform any covenant or condition set forth herein, EITHER may, at its option, terminate this Agreemen on THIRTY (30) days written notice to THE OTHER. Within thirty (30) days after termination and/or discontinued use, LICENSEE shall either destroy or erase or return to EPM, by certified mail, all components of the LICENSED SYSTEM including original (or updated) DOCUMENTATION and copies thereof which may have bee made by LICENSEE, in any form whatsoever, whether or not modifie or merged into other software, and shall certify said destruction, erasure or return in writing to EPM. Termination o this license shall automatically terminate any related software maintenance agreements between the license and the licensor. Termination of the software maintenance agreement shall in no wa affect this license. 13. Indemnification. EPM shall, at its own expense, defend any action brought against LICENSEE to the extent that it is based upon a claim that the LICENSED SYSTEM, in whole or in part used within the scope of the license granted under this Agreement, infringes a United States patent or copyright, provided LICENSEE notifies EPM promptly in writing of the action (and all prior claims relating to such action) and EPM has sole control of the defense and all negotiations for settlement or compromise of the action. In the event any of the LICENSED SYSTEM becomes, or in EPM's opinion is likely to become, the subject of a claim of United States patent or copyright infringement, EPM may at its option either secure LICENSEE'S right to continue using the LICENSED SYSTEM or replace or modify it to make it noninfringing. If neither of the foregoing alternatives is reasonably available to EPM, EPM shall have the right to terminate the license for the LICENSED SYSTEM (or any part thereof) upon one month's written notice, and to refund to the LICENSEE the amount agreed upon by the two parties. EPM shall have no liability for any claim of patent or copyright infringement for the use of combination of the LICENSED SYSTEM (or any part thereof) with programs, data or devices not supplie by EPM. THE FOREGOING STATES THE ENTIRE LIABILITY OF EPM AND TH EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO INFRINGEMENT OF ANY PATENTS OR COPYRIGHTS BY THE LICENSED SYSTEM OR ANY PARTS THEREOF. 14. Assiqnment. LICENSEE may not assign, sublicense, sell, give away, lease, transfer, distribute or otherwise make available to any third party the LICENSED SYSTEM, in whole or in part, without the prior written approval of EPM, including any such transfer by operation of law. EPM Document SPO/8501-2, Revision 5 Page 5 o m 0 15. Injunctive Relief. In addition to remedies specificall provided herein, EPM shall be entitled to injunctive relief restraining any breach or threatened breach of the provisions hereof by the licensee. 16. No Partnership. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur any debts or make commitments or representations for the other party. 17. Applicable Law. This Agreement shall be governed and construed under the laws of the STATE OF CALIFORNIA. 18. Modification. No modification or variation of this Agreement shall be valid unless in writing, and signed by both parties. 19. Severability. If any provision of this Agreement shall be construed to be illegal or invalid, the legality or validity of any other provision hereof shall not be affected thereby. Ar illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to have the broadest scope permissible under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other provisions hereof shall remain in full force and effect. 20. Waiver. A waiver of any Provision hereof shall not be valid unless in writing and signed by the waiving party. No waiver by any party of any of its rights under this Agreement will be deemed to be a waiver of any other prior or future right under this Agreement. 21. Entire Aqreement. The parties hereto hereby acknowledc that this Agreement supersedes any and all other agreements either oral or in writing, and constitutes the entire agreement between the parties hereto, with respect to the subject matter hereof, and no other prior agreement, statement or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. Each exhibit attached hereto is incorporated in full in this Agreement and made a part hereof by this reference. 22. Headinqs. Headings are for convenience only and shall not be deemed to be part of this Agreement. EPM Document SPO/8501-2, Revision 5 Page 6 c e 0 23. Notice. All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be given by prepaid registered or certified mail, return receipt requested, to the respective addresses set forth in the Declaration. All notices, requests, demands and other communications hereunder shall be effective upon the earlier of the date (i) when received or (ii) five (5) business days after being deposited in the mails. Any party may change its address by notice to the other party in the manner provided herein. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date written in the Declarations. ENGINEERING PLANNING AND MANAGEMENT, INC. its (Title) by (Signature) (Print Name) (Date) (Title) + CLAUDE A. LEWIS (Print Name) EPM Document SPO/8501-2, Revision 5 Page 7 c w 0 \ Engineering Planning and Management, Inc. SOFTWARE MAINTENANCE AGREEMENT 1. Licensed Proqram Under the existing Software License Agreement Number FS/88-100, dated July 26, 1988 (Agreement), the LICENSOR (EPM) will continue to provide maintenance services to the LICENSEE under the conditions stated in that License Agreement and as amended by this Maintenance Agreement. 2. Maintenance (a) EPM shall provide maintenance for the LICENSED PROGW said maintenance to include (i) telephonic consultation in the use of the LICENSED SYSTEM, (ii) diagnosis and remediation of errors in the as-installed, unmodified by the LICENSEE LICENSED SYSTEM, and (iii) updates of the LICENSED PROGRAM which, at EPM' sole discretion, are generally made available to other licensees (b) As a condition for receiving maintenance, LICENSEE shall make available digital, 1200 baud dial-up telephone access to the DESIGNATED CPU to facilitate on-line diagnosis by EPM of errors in the LICENSED PROGRAM. LICENSEE shall reimburse EPM at EPM's then-current standard consulting rates for expenses incurred by EPM in the diagnosis c any error determined by EPM not to exist in the unmodified version of the LICENSED SYSTEM. EPM Document, Software Maintenance Agreement Page 1 to EPM Document SPO/8501-2, Revision 5 W e , 3. Period of Performance This Supplement is valid from r19-r to r 19-r and is renewable subject to the conditions of Sections 4 and 5. 4. Fee, Charqes and Taxes LICENSEE agrees to pay an annual fee of two thousand seven hundred and fifty, U.S. Dollars ($2,750.00) for the services provided by EPM as described in Section 2. within thirty (30) calendar days of the start of the period of performance. 5. Renewal Payment shall be mac This Agreement will be renewed automatically on an annual basis except when written notice is presented by either EPM or the LICENSEE to the contrary. Thirty (30) days prior to the expiration date, EPM retains the right to adjust the fee specified in Section 4 on an annual basis only if notification made in writing by EPM to the LICENSEE at least forty-five (45) calendar days prior to the expiration of the existing annual agreement. 6. Cancellation The LICENSEE and EPM retain the right to cancel this Agreement by written notice to the other party at least thirty (30) calendar days prior to the anticipated cancellation date. EPM will return to LICENSEE, on a pro-rated basis by days, the fees associated with the cancelled period of performance. EPM Document, Software Maintenance Agreement Page to EPM Document SPO/8501-2, Revision 5 e e 7. Source Code In the event that either party elects not to renew or to cancel this Supplement EPM will provide source code for the LICENSED PROGRAM to the LICENSEE who does not already have sourc code for the fee of five thousand U.S. Dollars ($5,000.00). IN WITNESS WHEREOF, the parties have hereunto set their hands and seals. ENGINEERING PLANNING AND MANAGEMENT, INC. its (Signature) (Title) (Print Name) (Date) by LICENSEE - its (Signature) (Title) (Print Name) (Date) by EPM Document, Software Maintenance Agreement Page : to EPM Document SPO/8501-2, Revision 5 .I e e Engineering Planning and Management, Inc. FLEETSITETM FEE SCHEDULE The following prices comprise the fee schedule for this license. Fixed Prices License Fee $20,001 Includes object code, three months warranty and 2 User Manuals and Standard Gasboy Interface*. Source Code (Optional) $ 5,oo Training and Installation $ 3tOO One week in Carlsbad for up to 10 users. Plus expenses at cost Plus lo%, NTE $1500.00 *ONSITE is not responsible for the functionality of, or the correctness of the data, from the Gasboy or other fuel system. We assume that interfacing can be completed through standard methods. Additional Products/Services* Consulting $ 100/hr Analysis $ 75/hr Programming $ 55/hr Documentation $ 55/hr FLEETSITE Reference Manuals $ lOO/copy Maintenance Contract (12 months) $2750/annuall (Includes phone-in consulting, problem resolution, enhancements, and documentation) EPM Document SPO/8501-2, Revision 5 Page 1 of e : *. *Services include related T&M at cost plus 10 percent administration fee. The City may avoid the administration fee b providing prepaid airline tickets and hotel accommodations. Additional reimbursable expenses will be billed in accordance with the Base Rate Schedule at the end of this section. ONSITE will quote modifications to FLEETSITE on a fixed pric basis after discussion with the client and a written request has been received. All modifications performed will fall under the maintenance contract. RASE RATE SCHEDULE Fees charged for engineering, management, and administrative services incurred under the provisions of agreements between Engineering Planning and Management, Inc./ONSITE SYSTEMS and a client whereby the terms are specified to be on a time and materials basis will utilize the following schedule. This rate sheet will be revised annually effective on each January 1. Personnel Charqes - Base Rate Title Rate f$/hr Consultant $ 75 Lead Programmer/Analyst $ 75 Programmer/Documentation Specialist $ 55 Clerical $ 40 Overtime Charqes EPM/ONSITE SYSTEMS will invoice all hours charged on holidays, weekends, or in excess of forty (40) hours per week at the base rate for all personnel. Travel Time Time spent in travel, when travel is in the interest of the client and away from the place of assignment of our personnel, shall be billed in accordance with the Base Rate Schedule. Wher traveling, a maximum charge of eight (8) hours per day for travc time will be applicable for billing purposes. EPM Document SPO/8501-2, Revision 5 Page 2 of \ 9 w a 1. Reimbursable Expenses The following items of expense will be billed at our direct cost plus ten (10) percent service charge to cover handling charges: 1. Transportation and subsistence expenses incurrel for necessary travel. a. For use of personal or company vehicles at b. For use of public carriers, rental cars, $0.22 per mile. trucks, boats, airplanes or other means of transportation at EPM/ONSITE SYSTEMS cost. 2. Shipping charges for samples, field test 3. Postage 4. Telephone calls, telegrams and cables. 5. Reproduction of drawings and reports, including 6. Facsimile at $5.00 per gage. 7. Other project-related expenses. equipment, etc . photocopies at $0.15 per sheet. Invoices Invoices for reimbursable expenses and hours performed on a time and materials basis will be submitted monthly for services performed. Payment will be due within thirty (30) days of the date of invoice. thirty (30) days from invoice date at the rate of one and one half (1-1/2) percent per month. Interest will be added to accounts unpaid aftei EPM Document SPO/8501-2, Revision 5 Page 3 of 3 I 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e e RESOLUTION NO. 88-287 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A LICENSE AGREEMENT WITH EPM; APPROVING THE PURCHASE OF HARDWARE: AND TRANSFERRING FUNDS. WHEREAS, the Mechanical Maintenance personnel need to manit( maintenance costs for vehicles, pumps, generators and other motor equipment; Track and schedule labor hours and material costs associate maintenance and repairs; Maintain equipment and repair history; monitc consumption; schedule regular and preventative maintenance for equ accurately charge back maintenance costs to the user departments; and m a controlled parts inventory; and WHEREAS, it has been determined that it is necessary to computeri above stated tasks; and WHEREAS, staff has analyzed available fleet maintenance packages; ( NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ca California, as follows: 1. That the above recitations are true and correct. 2. That the purchase of the "Fleetsite" software package is appro the Mayor is authorized to sign the license agreement with EPM for insta and maintenance. 3. That the purchase of the necessary hardware, communication eqi and training and installation is hereby approved. /// /// /// /// /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 w e 4. That the transfer of $42,552 from the Vehicle Main1 unappropriated fund balance (Account Number 620-961-5210) to the Data Pro( budget ($26,972 in Account Number 640-1720-2667, $6,500 in Account Numb( 1720-2479 and $9,080 in Account Number 640-1720-3900), is hereby approvc PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Cout the City of Carlsbad on the 9th day of August , 1988, by the fol vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, and Mamaux NOES: None ABSENT: Council Member Larson ATTEST : 1. AL E* RAUT E N$&Z3i*$ k (SEAL)