HomeMy WebLinkAbout2009-09-22; City Council; 19969; Assetworks fleet software agreement approvalCITY OF CARLSBAD - AGENDA BILL
AB* 19.969
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INC. TO PROVIDE A COMPUTERIZED FLEET
MANAGEMENT SOFTWARE SYSTEM
DEPT. HEAD /%tf^
CITY ATTY. (^J5£J
CITY MGR. [^—-
RECOMMENDED ACTION:
Adopt Resolution No.2009-236 approving a Professional Services Agreement, a
Software License Agreement, a Software Maintenance Agreement, and a Software Application
Service Provider Agreement with AssetWorks, Inc. for the purchase, implementation
maintenance, and hosting of a computerized fleet management software system.
ITEM EXPLANATION:
Fleet Operations has been using Maintstar, a computerized fleet maintenance software system
provided by Bender Engineering since 1999. Over the ensuing years this system has become
increasingly inadequate and inflexible in managing the needs of the city's fleet.
The current system has many significant deficiencies that impede efficient and cost effective
operations of the city's fleet. Some examples include:
• There is no online method for those who use fleet services to schedule maintenance or
view progress of their maintenance.
• Financial data is either not available or cannot be derived from MaintStar, limiting the
ability of Fleet to make informed, data-driven decisions.
• Getting necessary data from the system is very difficult, labor intensive and often requires
many hours of assistance from IT Staff, and in some cases the vendor.
• The current system is incapable of managing the fleet replacement program requiring
creation of dozens of manually updated spreadsheets.
• Preventative maintenance scheduling is problematic and very limiting. Staff must manually
develop maintenance schedules for over 400 assets.
• The current system is unable to issue or manage electronic work orders. All work orders
are issued as paper documents and services performed must be entered into the system
manually.
• Fleet management reports are inadequate for determination of in-sourced versus out-
sourced maintenance costs.
• The current system does not provide an audit trail for parts issuance.
• The current system lacks the ability to prevent co-mingling of Enterprise fund sources and
General fund sources.
• Vendor support is limited and application improvement updates are infrequent.
DEPARTMENT CONTACT: Dale A. Schuck, (760) 802-5788, dschu(o)ci.carlsbad.ca.us
FOR CITY CLERKS USE ONLY
COUNCIL ACTION: APPROVED tf
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Recognizing the deficiencies in the current Fleet Management software, in FY 2007-08 Public
Works established a multi-year goal to upgrade or replace the existing system. A goal team was
created that included staff from Fleet, Finance, Public Works and Police. Resources from Public
Works Administration and Information Technology also supported the goal team's efforts. Under
the guidance of the Information Technology Governance Committee, various solutions were
reviewed and evaluated. Staff evaluated the latest version of the current software system,
evaluated other software systems utilized by the City and evaluated other fleet specific solutions
available through cooperative purchasing agreements from public agency sources. Vendors
made multiple presentations of their solutions and at the conclusion of the presentations and
demonstrations, the goal team determined that FASuite software available from AssetWorks, Inc.
was comparable in cost to other solutions and would best meet the needs of Fleet Operations.
Staff made presented the findings to the Information Technology Governance Committee and the
City Leadership Team and received their approval of recommended actions.
FASuite by AssetWorks, Inc. is a vast improvement over the existing system in both functionality
and vendor support. The proposed new system addresses all of the fore-mentioned shortcomings
of the current system and provides the following additional cost saving features that are not
available in the current system:
• Automated email notification to fleet users when vehicles are scheduled for service and
also when vehicle service is complete and ready for pickup.
• In a user self-service model, there is an online customer portal for making service
requests and viewing vehicle status.
• A vehicle replacement and performance modeling module to assist in making cost
effective vehicle maintenance, replacement and procurement decisions.
• An easy to use and flexible maintenance scheduling function.
• An inventory function with bar code scanning that allows inventory to be performed with a
handheld device and also provides a full audit trail.
• Over two hundred standard fleet management reports to assist in making decisions
regarding current and future business practices.
• A query function that allows the Fleet managers to download user defined data for
immediate custom report writing.
• Full vendor support 24 hours a day, 7 days a week.
Section 3.28.100 of the Carlsbad Municipal Code allows the Purchasing Officer to purchase
equipment through cooperative purchasing programs with other public agencies when the agency
has made its purchase in a competitive manner. The Federal Government issued RFP's under
the Federal Acquisition Regulation, for Fleet Management software and issued contracts to
AssetWorks, Inc. This bid included a public agency clause, allowing other governmental
agencies to purchase like materials and services under a cooperative purchasing arrangement.
ENVIRONMENTAL IMPACT:
Procurement of software and services is not a project and is, therefore, exempt from the
environmental review process under provisions of the California Environmental Quality Act (CEQA).
Page 3
FISCAL IMPACT:
Fleet Operations estimates 750 hours of Fleet staff are spent each year to work around the
deficiencies of the current system. This includes such tasks as:
• manually extracting data from the system
• reconciling erroneous data output
• manually generating preventative maintenance schedules
• manually inputting completed work order data
• running and combining multiple reports to support singular processes
• performing manual inventory functions
The Fleet Superintendent estimates that the shortfalls in the current system result in unproductive
staff time costs of approximately $20,000 per year. Implementation of FASuite application by
AssetWorks will eliminate this waste and allow staff to concentrate on business process
improvements, analyzing department efficiencies and developing other cost savings strategies.
The total first year cost for the software licensing, professional services, software maintenance,
application hosting and hardware is estimated at $121,097. In addition, the agreements contain
ongoing software maintenance and application hosting costs. The annual costs for the second and
third year for software maintenance and hosting are estimated at $23,000 per year. The total
implementation and maintenance costs for the first three years are estimated at $167,530. A chart
with the annual cost breakdown is included below (AssetWorks, Inc Annual Cost Breakdown - Table
1). Council is advised that Fleet Operations pays the current software vendor approximately $6,800
per year for maintenance and support. This amount should be deducted from future costs resulting in
an annual expenditure increase of approximately $16,200. This increase is primarily due to annual
hosting of the application by AssetWorks.
To determine the best way to deploy the FASuite application Information Technology (IT) department
staff looked at two scenarios (1) a "hosted solution" where the application resides at a third party's
data center and is managed by the third party and (2) the application resides at the City's data center
and is managed by City IT staff. A Total Cost of Ownership (TCO) analysis was done on each
scenario listed above and the hosted solution was determined to be the most cost and resource
effective manner to deploy and support the FASuite application. The hosted solution provides for
increased redundancy; 24/7 monitoring, support and availability; simplified deployment and reduced
reliance of City IT staff for routine support and maintenance functions. As such, the IT department
recommends deployment of FASuite as a "hosted solution" provided, managed and supported by
AssetWorks, Inc.
Council is advised that the professional services in the initial year are paid on a time and material
basis. Professional services cost may be lower depending upon the level of staff resources that Public
Works can assign to the project.
As part of a software replacement goal, $100,000 was appropriated in the Fleet Maintenance and
Fleet Replacement budgets in FY 2008-09, and carried forward to FY 2009-10, to complete this
purchase. The additional first year costs of approximately $21,097 will be funded from current and
prior year budget savings. No additional appropriation is being requested at this time.
The cost of this solution will be borne by both the Fleet Maintenance and Fleet Replacement budgets,
as it will be used for both maintenance purposes as well as managing the fleet replacement program.
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COMPUTERIZED FLEET MAINTENANCE SOFTWARE SYSTEM - ASSETWORKS, INC
ANNUAL COST BREAKDOWN - Table 1
AGREEMENT
Professional Services
Software License
Hardware
Software Maintenance
Application Services
TOTAL COST
YEAR
ONE
$ 63,470
$ 22,983
$ 4,508
$ 5,156
$ 24,980
$121,097
YEAR
TWO
$ 5,414
$17,667
$23,081
YEAR
THREE
$ 5,685
$17,667
$23,352
TOTALS
$ 63,470
$ 22,983
$ 4,508
$ 16,255
$60,314
$167,530
EXHIBITS:
1. Resolution No.2009-236 approving a Professional Services Agreement, a
Software License Agreement, a Software Maintenance Agreement, and a Software
Application Service Provider Agreement with AssetWorks, Inc. for the purchase,
implementation maintenance, and hosting of a Computerized Fleet Management System.
2. Professional Services Agreement with AssetWorks, Inc.
3. Software License Agreement with AssetWorks, Inc.
4. Software Maintenance Agreement, with AssetWorks, Inc.
5. Software Application Service Provider Agreement with AssetWorks, Inc.
1 RESOLUTION NO. 2009-236
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, APPROVING A PROFESSIONAL SERVICES
3 AGREEMENT, A SOFTWARE LICENSE AGREEMENT, A
SOFTWARE MAINTENANCE AGREEMENT, AND A SOFTWARE
A APPLICATION SERVICE PROVIDER AGREEMENT WITH
ASSETWORKS, INC. TO PROVIDE A COMPUTERIZED FLEET
MANAGEMENT SOFTWARE SYSTEM.o
_ WHEREAS, the Public Works MSA has recognized the need to upgrade or replace theo
current Fleet Management Software system; and
0 WHEREAS, a goal team was established that reviewed and evaluated various solutionso
g including upgrading the current system, transitioning to other software systems currently in use by
1Q the City and reviewed other solutions available through cooperative purchasing agreements with
1 .j other public agencies; and
^2 WHEREAS, staff reviewed and evaluated these solutions and recommended the
13 procurement of a solution from AssetWorks, Inc. to the Information Technology Governance
14 Committee and the City Leadership Team ; and
15 WHEREAS, the Information Technology Governance Committee and the City
16 Leadership Team evaluated and subsequently approved the recommendation of the procurement
17 of software and services from AssetWorks, Inc.; and
18 WHEREAS, the State of California used formal bidding procedures to establish the cost
19 of procurement of Fleet Management Software and Implementation Services, which included a
20 clause allowing other public agencies to procure software and services as awarded by the Federal
21 Government; and
22 WHEREAS, the City has procured a quote from AssetWorks, Inc. to provide a
23 Professional Services Agreement, a Software License Agreement, a Software Maintenance
24 Agreement, and a Software Application Hosting Agreement with AssetWorks, Inc. for the
25 purchase, implementation and maintenance of a Computerized Management System, in
26 accordance with the cooperative purchasing clause for the bid awarded by the Federal
27 Government; and
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WHEREAS, $100,000 was previously appropriated in the Fleet Maintenance and Fleet
Replacement budgets in Fiscal Year 2008-09, and carried forward to Fiscal Year 2009-10, for the
purchase and implementation of a computerized Fleet Management Software system; and
WHEREAS, an additional $21,097 is available to fund this purchase in the Fleet
Maintenance and Fleet Replacement FY 2009-10 budgets;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. That the above recitations are true and correct.
Q 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to
10 execute a professional services agreement with AssetWorks Inc, for an amount not-to-exceed
11 $63,470.
12 3. That the Mayor of the City of Carlsbad is hereby authorized and directed to
13 execute a software licensing agreement with AssetWorks Inc, for an amount not-to-exceed
14 $22,983.
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4. That the Mayor of the City of Carlsbad is hereby authorized and directed to
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execute a software maintenance agreement with AssetWorks Inc, for an amount not-to-exceed
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$16,255 for a three year term.
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5. That the Mayor of the City of Carlsbad is hereby authorized and directed toi y
execute an application service provider agreement with AssetWorks Inc, for an amount not-to-20
exceed $60,314 for a three year term.
6. That the Fleet Superintendent is authorized to initiate a purchase order with
AssetWorks, Inc. for a Professional Services Agreement, a Software License Agreement, a
Software Maintenance Agreement, a Software Application Hosting Agreement and
procurement of associated computer hardware with AssetWorks, Inc. for the purchase,
implementation and maintenance of a Computerized Fleet Management system.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad on the 22nd day of September. 2009, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Hall, Packard and Blackburn
NOES: None.
ABSENT: None.
>, Mayor
ATTEST:
LORRAINE
(SEAL)
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
City Attorney Approved Version #05.06.08
8
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.
City Attorney Approved Version #05.06.08
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
10
City Attorney Approved Version #05.06.08
i7
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
11
City Attorney Approved Version #05.06.08
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
City Attorney Approved Version #05.06.08
12
• 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
City Attorney Approved Version #05.06.08 --, -2
13 ^
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
City Attorney Approved Version #05.06.08
14
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
City Attorney Approved Version #05.06.08 "2L (
15
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
City Attorney Approved Version #05.06.08 "2, ~)
16
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)
City Attorney Approved Version #05.06.08
17
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
18
City Attorney Approved Version #05.06.08 Tff
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
City Attorney Approved Version #05.06.08
19
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.
City Attorney Approved Version #05.06.08 -7 <3
20 '
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.
City Attorney Approved Version #05.06.08 >J>
21
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
City Attorney Approved Version #05.06.08
22
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
23
City Attorney Approved Version #05.06.08 •'7 ^ -
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
City Attorney Approved Version #05.06.08
24
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
25
City Attorney Approved Version #05.06.08
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
City Attorney Approved Version #05.06.08
26
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.
City Attorney Approved Version #05.06.08
27
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.
28
City Attorney Approved Version #05.06.08
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
City Attorney Approved Version #05.06.08
29
Agreement, Number CLD 0709
SOFTWARE LICENSE AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to accrue
hereunder, this Software License Agreement ("Agreement") is made as of the 23xiday of feftemb
("Effective Date") by and between AssetWorks, with offices at 998 Old Eagle School Road, Suite
1215, Wayne, PA 19087 ("AssetWorks"), and The City of Carlsbad, with offices at 1635 Faraday
Ave, Carlsbad, CA 92008 ("CUSTOMER"). Intending to be legally bound, the parties hereby
mutually agree to the following terms and conditions:
ARTICLE I - LICENSE
A. AssetWorks grants to CUSTOMER a non-exclusive, perpetual (subject to Article V) non-transferable
license for the number of users specified in Schedule 1 ("Users") to make use of the software
specified in Schedule 1 (herein "Software") in either a AssetWorks1 hosted environment or on the
CUSTOMER'S database servers and application servers designated in Article VII (the database
servers and application servers shall be referred to as the "Enterprise"). If in CUSTOMER'S
environment and any part of the Enterprise becomes temporarily inoperative the license may be
extended to backup servers until such time as the Enterprise becomes operative again at which
time all Software will be returned to the Enterprise. If in the CUSTOMER'S environment,
CUSTOMER may replace any component of the Enterprise by giving AssetWorks prior written
notice of the new servers. Except as provided above, use of Software in excess of limits defined in
Schedule 1 or other than on the AssetWorks' hosted environment tor Enterprise requires additional
fees. CUSTOMER'S license is to use the Software in its own business; CUSTOMER has no right to
use the Software in processing work for third parties.
B. CUSTOMER shall have the right to use only one copy or image of the Software for production
purposes to manage up to the number of Active Equipment Units identified in the Product Schedule
(Schedule 1) and shall not copy or use the Software for any other purpose except (i) for archival
purposes, (ii) in connection with a disaster recovery program, and (iii) for the purpose of testing the
operation of the Software, provided such testing copy shall not be used in a live production
environment. CUSTOMER may increase the number of authorized Active Equipment Units by
executing a subsequent Product Schedule and paying in full the applicable fees. Upon signing the
subsequent Product Schedule and paying in full the applicable fees, CUSTOMER shall have the
right to monitor the revised number of Active Equipment Units as set forth in the subsequent
Product Schedule. "Active Equipment Unit" shall mean any in service unit to which work orders,
fuel tickets, or usage tickets are posted.
C. If any third party software is provided to CUSTOMER pursuant to this Agreement, such license
shall be in accordance with terms set forth in Schedule 1.
ARTICLE II - FEES AND PAYMENTS
A. CUSTOMER shall pay AssetWorks the fees specified in Schedule 1 with the following schedule:
90% of fees will be paid upon delivery of software and 10% of fees will be paid upon satisfactory
completion of all acceptance testing in the production environment. All fees are payable by
CUSTOMER within thirty (30) days of receipt of invoice..
B. CUSTOMER shall be responsible for all taxes and charges assessed or imposed with respect to
amounts payable hereunder, including, without limitation, state and local, occupation, sales, use or
excise taxes paid or payable by AssetWorks, exclusive, however, of taxes imposed on AssetWorks'
net income by the United States or any political subdivision thereof.
C. CUSTOMER shall be entitled to the support described in the Maintenance Agreement, which shall
commence on the date set forth in the Maintenance Agreement
D. AssetWorks reserves the right to apply a late payment charge of 1.5% per month to amounts
outstanding more than thirty (30) days after the date of the invoice.
ARTICLE III - NON-DISCLOSURE
A. Subject to the other paragraphs in this Article III, CUSTOMER agrees that the Software shall be
held in confidence by CUSTOMER and shall not be disclosed to others without the prior written
consent of AssetWorks, which may be withheld by AssetWorks in its sole discretion. This obligation
to hold confidential does not apply to any portion of the Software (1) developed by CUSTOMER
and in CUSTOMER'S possession prior to the receipt of same from AssetWorks; (2) which at the
time of disclosure is part of the public domain through no act or failure to act by CUSTOMER; or (3)
which is lawfully disclosed to CUSTOMER without restriction on further disclosure by another party
who did not acquire same from AssetWorks.
B. The CUSTOMER may copy, in whole or in part, any printed material relative to the Software that
may be provided by AssetWorks under this Agreement. Additional copies provided by AssetWorks
will be billed to CUSTOMER at AssetWorks' standard rates.
C. Any Software provided by AssetWorks in machine-readable form may be copied by CUSTOMER
for use with the designated servers to the extent necessary for archive or emergency restart
purposes, to replace a worn copy, or to understand the contents of such machine-readable
material.
D. The CUSTOMER agrees to keep the original and any copies of that Software at the same location
as the CUSTOMER'S designated servers, except that a machine-readable copy of the Software
may be kept for archive or emergency restart purposes only at another facility.
E. All of CUSTOMER'S records with regard to the Software shall be made available to AssetWorks at
all reasonable times at AssetWorks' request, and CUSTOMER shall certify to the truth and
accuracy of thereof.
F. If CUSTOMER receives a request to disclose any confidential information under any Public
Information Act, Open Records Act or similar law (Request), CUSTOMER shall immediately notify
AssetWorks and prior to disclosure give AssetWorks an opportunity to take any protective action it
deems appropriate. If AssetWorks has not responded timely to the Request, as defined by the
applicable law for which the Request is made pursuant to, CUSTOMER may, in its sole discretion
and without being in breach of this Agreement, respond to the Request as CUSTOMER deems
appropriate. In the event that AssetWorks directs CUSTOMER not to disclose the confidential
information materials sought pursuant to the Request, AssetWorks will indemnify CUSTOMER
against any losses, including reasonable attorney fees and costs, sustained arising from the non-
disclosure of the confidential information material requested in the Request. CUSTOMER, in its
sole discretion may tender the Request to AssetWorks for response, including, any and all
subsequent legal actions or challenges related to the non-disclosure.
ARTICLE IV - WARRANTIES AND LIMITATION OF LIABILITY
A. AssetWorks represents that it has the right to license the Software to CUSTOMER as provided in
ARTICLE I. AssetWorks further represents that the Software will conform to the description
contained in the User Manual but, except as provided in Article IV B, AssetWorks makes no other
representations, warranty, or guarantees, express or implied, with respect to the accuracy,
completeness, or usefulness of the Software, INCLUDING EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event the
Software fails to conform to the description contained in the User Manual, AssetWorks' sole
obligation shall be to correct the errors in accordance with the provisions of Article IV E. This limited
warranty is lieu of all liabilities or obligations of AssetWorks for damages arising out of or in
connection with the delivery, use or performance of the Software.
B. AssetWorks will defend, at its own expense, any action brought against CUSTOMER to the extent
that it is based on a claim that the Software supplied by AssetWorks infringes a United States
patent or copyright, and AssetWorks will pay those costs and damages finally awarded against
CUSTOMER in any such action that are attributable to any such claim; provided, such defense and
payments are conditioned on the following: (1) that AssetWorks shall be promptly notified in writing
by CUSTOMER following its receipt of any such claim; (2) that AssetWorks 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 AssetWorks' opinion is likely to become, the subject of a claim of
infringement of a United States patent or copyright, then CUSTOMER shall permit AssetWorks, at
its option and expense, either to (A) procure for CUSTOMER a non-infringing license to use the
Software; (B) modify the Software so that it becomes non-infringing; (C) procure for CUSTOMER a
depreciated credit for the Software and accept its return. Depreciation shall be an equal amount
per year over the lifetime of the Software, which the parties agree shall be five (5) years.
AssetWorks shall have no liability to CUSTOMER under any provision of this clause with respect to
any claim of patent or copyright infringement that is based on CUSTOMER'S unauthorized use or
combination of the Software with software or data not supplied by AssetWorks as part of the
Software.
C. CUSTOMER agrees to defend and hold AssetWorks harmless against any claims made by any
third party against AssetWorks arising out of CUSTOMER'S use of the Software unless such claims
are due to the negligence or willful misconduct of AssetWorks.
D. CUSTOMER agrees that AssetWorks total liability to Customer for any and all damages
whatsoever arising out of or in any way related to this Contract from any cause, including but not
limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall
not, in the aggregate, exceed fees paid to AssetWorks.
In no event shall AssetWorks be liable for special, indirect, incidental, economic, consequential or
punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of
technology rights or services, loss of data, or interruption or loss of use of software or any portion
thereof regardless of the legal theory under which such damages are sought even if AssetWorks
has been advised of the likelihood of such damages, and notwithstanding any failure of essential
purpose of any limited remedy.
Any claim by CUSTOMER against AssetWorks relating to this Contract must be made in writing
and presented to AssetWorks within one (1) year after the date on which AssetWorks completes
performance of the Services specified in this Contract.
E. The warranty period for the Software shall extend for a period of 90 days from the date upon
satisfactory completion of all acceptance testing. The satisfactory completion of all acceptance
testing will be deemed to have occurred thirty (30) days after the software is placed into production.
During the warranty period, in the event that the CUSTOMER encounters an error and/or
malfunction whereby the Software does not conform to the description in the User Manual,
AssetWorks will respond as follows:
1. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER,
there exists an error or nonconformance to the User Manual, AssetWorks will take such steps
as are reasonably required to correct the error with due dispatch.
2. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER,
the error or nonconformance to the User Manual does not constitute a serious impediment to
the normal intended use of the Software, AssetWorks will correct the error and distribute the
correction to the CUSTOMER in accordance with AssetWorks' normal Software revision
schedule.
F. AssetWorks represents and warrants that the software, as delivered to the CUSTOMER, does not
contain any program code, virus, worm, trap door, back door, timer, or clock that would erase data
or programming or otherwise cause the software to become inoperable, inaccessible, or incapable
of being used in accordance with its documentation, user manuals, either automatically, upon the
occurrence of AssetWorks selected conditions, or manually on the command of AssetWorks.
ARTICLE V - TERMINATION
A. The license conveyed pursuant to Article I-A may be terminated by AssetWorks in the event of
breach or default by CUSTOMER under this Agreement if AssetWorks notifies CUSTOMER in
writing of the breach or default and CUSTOMER does not correct same within thirty (30) days of
AssetWorks' written notice.
B. In addition, CUSTOMER shall have the right to terminate this Agreement at any time after one (1)
year from the effective date of this Agreement; provided such termination shall not relieve
CUSTOMER of its obligations (1) to pay any remaining unpaid balance for the total software license
fee (as per Schedule 1), and (2) to honor the terms of the Professional Services Agreement or the
Software Maintenance Agreement, which were independently executed and each of which must be
terminated in accordance with its terms.
C. All Software and documentation supplied hereunder by AssetWorks shall be and remain the
property of AssetWorks. Upon termination of this Agreement, whatever the reason, such Software
and documentation and any copies thereof made by CUSTOMER pursuant to Article III-B and C
shall be promptly returned to AssetWorks.
ARTICLE VI - ASSIGNMENT
This Agreement shall not be assigned by either party without the prior written consent of the other party,
and any attempted assignment without such consent shall be void. No assignment of this Agreement
shall be valid until and unless consented to in writing by the consenting part and assumed by the
assignee in writing. When duly assigned in accordance with the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of the assignee.
ARTICLE VII - CUSTOMER'S ENTERPRISE
CUSTOMER'S application server(s) and database server(s) are as follows:
Server(s) Location(s)
Application Server(s): Unlimited No restrictions
Database Server(s): Unlimited No restrictions
ARTICLE VIII - ENTIRE AGREEMENT
This Agreement supersedes all prior proposals, oral or written, all previous negotiations and all other
communications or understandings between AssetWorks and CUSTOMER with respect to the subject
matter hereof. It is expressly agreed that if CUSTOMER issues a purchase order or other document for
the services provided under this Agreement, such instrument will be deemed for CUSTOMER'S internal
use only, and any provisions contained therein shall have no effect whatsoever upon this Agreement.
This Agreement sets forth the sole and entire understanding between AssetWorks and CUSTOMER with
respect to the subject matter. No amendments to this Agreement, either at the execution or
subsequently, shall be binding on AssetWorks or CUSTOMER unless agreed to in writing by both parties.
ARTICLE IX - GOVERNING LAW: DISPUTES
A. This Agreement shall be governed by the law(s) of the State of California.
B. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA
LOCATED IN THE CITY OF SAN DIEGO, OR IF SUCH COURT DOES NOT HAVE
JURISDICTION, THE STATE COURTS OF THE STATE OF CALIFORNIA LOCATED IN THE CITY
OF SAN DIEGO, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE
COURTS REFERRED TO ABOVE, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
ARTICLE X - SCHEDULES
Schedules 1 (Product Schedule) and any additional schedules specified below are hereby incorporated
into this Agreement.
ARTICLE XI - GENERAL TERMS
1. Neither AssetWorks nor CUSTOMER will assign or transfer its interest in this Agreement or any
Attachment without the prior written consent of the other party.
2. All provisions of this Agreement, which by their nature should survive termination of this
Agreement, will so survive.
3. No delay or failure by either party to exercise any right hereunder, or to enforce any provision of
this Agreement will be considered a waiver thereof. No single waiver will constitute a continuing
or subsequent waiver. To be valid, a waiver must be in writing, but need not be supported by
consideration.
4. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in
part, such provision will be modified to the minimum extent necessary to make it legal, valid and
enforceable, and the remaining provisions of this Agreement will not be affected.
5. Reserved.
6. Any communication or notice hereunder must be in writing, and will be deemed given and
effective: (i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when
delivered by overnight express; or (iv) three (3) days after the postmark date when mailed by
certified or registered mail, postage prepaid, return receipt requested and addressed to a party at
its address for notices. Each party's address for notices is stated below. Such address may be
changed by a notice delivered to the other party in accordance with the provisions of this Section.
AssetWorks CUSTOMER:
998 Old Eagle School Rd. - Suite 1215 1635 Faraday Av
Wayne, PA 19087 Carlsbad, CA 92008
Attn.: John Hines Attn.:
Copy to: Copy to:
Director of Contracts
AssetWorks
998 Old Eagle School Rd. - Suite 1215
Wayne, PA 19087 Attn:
7. In the event of any dispute arising in the performance of this Agreement or any Attachment,
AssetWorks and the CUSTOMER will seek to resolve such dispute through good faith, amicable
discussions and negotiations. Any specific agreed upon problem escalation procedure will be
stated in the related Attachment. In the event of a conflict between the terms of an Attachment
and this Agreement, the Attachment shall control unless otherwise provided in the Attachment..
8. Neither party will be liable for any failure to perform or any delay in performing any of its
obligations hereunder when such failure or delay is due to circumstances beyond its reasonable
control and without its fault (Force Majeure), including without limitation, any natural catastrophe,
fire, war, riot, strike, or any general shortage or unavailability of materials, components or
transportation facilities, or any governmental action or inaction. Upon the occurrence of such
event of Force Majeure, the affected party will immediately give notice to the other party with
relevant details, and will keep the other party informed of related developments.
9. This Agreement constitutes the entire agreement between the parties and supersedes all prior or
contemporaneous oral, and all prior written, negotiations, commitments and understandings of
the parties relating to the subject matter hereof. This Agreement may not be modified except by
a writing executed by both parties.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have entered into this
Agreement as of the Effective Date.
ASSETWORKS Inc.
By:
GUSTO
By:
SCHEDULE 1 - FEES
Software License Fees
SOFTWARE- FASUITE
FleetFocusFA, licensed by vehicle equipment units
GSA Discount
GSA Pricing
Components/Other Assets
350
-21%
350
1050
50
(10.50)
39.50 $ 13,825 Unlimited Users
No Charge
Modules:
Shop Scheduling Module
Equipment Planning Module
Motor Pool Module
InfoCenter Web Applications:
Replacement (and Performance) Modeling Module
Shop Activity Portal (technician, parts and supervisor portals)
Ad Hoc Query Module
Customer Access Portal (service request)
Notifications Portal
Reporting Portal
KPI/Dashboard Portal
Motor Pool Web Reserve
Equipment Planning Customer Access
Enterprise Portal (0-client GUI)
MobileFocus software for Pocket PC 1
GSA Discount -21%
GSA Pricing 1
10%
Incl.
10%
5%
5%
5%
5%
5%
Incl.
Incl.
$ 64
$ 960
$ (201.60)
$ 758.40
$
$
$
$
$
$
$
$
$
$
$
$
Included
Included
1,383
-
1,383
2,500
691
691
691
691
691
-
-
Subtotal $
758
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
Unlimited Users
22,546
Per PDA
Crystal XI OEM embedded edition 1/2 CPU 1 $ 2,500
GSA Discount -1% $ (25.00)
GSA Pricing 1 $ 2,475.00
Discount, valid through June 30, 2009
Server and one report writer
$ 2,475
Subtotal $
$ (2797)
Net Subtotal $
25,780
12%
22,983
B.Hardware
Shop Floor QTY Price Total
PDA Hardware: SYMBOL (Motorola)
Symbol MC5590 with Qwerty Keypad, 1D scanner 128/256 1x 1 $
Symbol MC5590 Cradle 1 $
Power supply 1 $
Cord 1 $
USB cable 1 $
Laser Scanner Wedges
PSC Quickscan 6000 used with FA
QS6000+ WITH UNIVERSAL WEDGE/USB INTERFACES 1 $ 495 $
1 ,368
130
45
10
17
1 ,368
130
45
10
17
495
Zebra Thermal Bar Code Printers FA
Zebra S4M USB/PrintServerll Printer
Ribbon
Labels 4x2 4 rolls per case
1 $ 1,595 $
5 $ 19 $
5 $ 78 $
Total w/o tax $
1,595
95
390
4,145
SOFTWARE MAINTENANCE AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to accrue
hereunder, this Software Maintenance Agreement ("Agreement"), is made as of the Z3^day oL?epteirnbur2c
("Effective Date") by and between AssetWorks, with offices at 998 Old Eagle School Road, Suite 1215,
Wayne, PA 19087 ("AssetWorks"), and The City of Carlsbad, with offices at 1635 Faraday Ave, Carlsbad,
CA 92008 ("CUSTOMER"). Intending to be legally bound, the parties hereby mutually agree to the
following terms and conditions:
A. BACKGROUND
1. AssetWorks and CUSTOMER are parties to a Software License Agreement, Number CLD 0709
("License Agreement") and dated M 1^2009, pursuant to which CUSTOMER has licensed
certain software products ("Software" or "Product") from AssetWorks.
2. The Software paid-up license fee includes a warranty without charge as set forth in the Software
License Agreement. In addition, support and maintenance ("Maintenance") for the Software is
available as an option. Maintenance includes bug fixes and telephone support and may include,
if they are made available by AssetWorks, Software updates and enhancements.
3. The purpose of this Agreement is to set forth the terms and conditions upon which CUSTOMER
has agreed, at its option, to subscribe to Maintenance from AssetWorks.
B. TERMS AND CONDITIONS
1. Term
Maintenance shall commence immediately upon the Effective Date, and shall have a term of twelve
(12) months. The term shall automatically renew each year thereafter for an additional twelve (12)
month period unless terminated as set forth below. Notwithstanding the preceding sentence, this
Agreement shall not exceed five years in duration from the Effective Date.
2. Correction of Deviations
In the event that the CUSTOMER encounters an error and/or malfunction ("Deviation") in the
Software, it shall communicate the circumstances and any supporting information to AssetWorks.
Upon receipt, AssetWorks will respond as follows:
a. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER,
there exists a Deviation that does not constitute a serious impediment to the normal intended
use of the Software, AssetWorks will correct the Deviation and distribute the correction to the
CUSTOMER in accordance with AssetWorks' normal Software revision schedule.
b. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER,
there exists a Deviation that does constitute a serious impediment to the normal intended use
of the Software, AssetWorks will take such steps as are reasonably required to correct the
Deviation with all due dispatch.
3. Software Revisions and New Versions
a. The Software may be revised by AssetWorks as a result of the correction of Deviations
and/or the release of upgrades or improvements or modifications designed to improve the
performance of the Software and/or to increase the capabilities of the Software (hereafter
"Revisions"). Revisions shall be of two kinds:
i. Revisions that the CUSTOMER is obliged to implement ("Mandatory Revisions");
ii. Revisions that may be implemented by the CUSTOMER at its option ("Optional
Revisions").
iii. No charge shall be made to the CUSTOMER for either Mandatory Revisions or
Optional Revisions.
b. New versions ("New Versions") of the Software may be issued by AssetWorks from time to
time. Compared to a Revision, a New Version substantially improves the performance of
the Software and/or substantially increases its functionality and capability. AssetWorks, in
its sole discretion, shall decide which upgrades and improvements will be issued as
Revisions without charge and which shall be issued as New Versions for which there may
be a charge.
c. Assetworks shall make available any New Versions at no additional cost if the currently
implemented Version used by CUSTOMER is no longer supported by Assetworks.
4. Telephone Hotline Assistance
AssetWorks, at its expense, shall make available technically qualified personnel to respond to all
reasonable telephone requests, Monday through Friday, 5 AM to 5:30 PM Pacific Time, (pager
support thereafter), excluding California State holidays, during normal business hours, that may be
made by the CUSTOMER relating to the application and operation of the Software. At other times
such personnel are available by beeper for emergencies.
5. Technical Literature
AssetWorks shall make available to the CUSTOMER all technical literature that is considered by
AssetWorks to be relevant to the Software and its use within the scope of CUSTOMER'S
operations.
6. Transmission
All Revisions and New Versions will be transmitted to the CUSTOMER on magnetic tape, magnetic
disk or other suitable media, at the option of AssetWorks. The CUSTOMER shall be solely
responsible for mounting the media and executing the appropriate instructions in order to transfer
the Revisions or New Versions onto to its system.
7. Remote Diagnostic Access
The CUSTOMER shall provide appropriate modem facilities by which AssetWorks may, with the
permission of the CUSTOMER, remotely access the Software for the purpose of remote diagnostics
and support.
8. Proper Use
a. The CUSTOMER agrees that all reasonable effort shall be taken to ensure that neither the
Software nor data files are misused.
b. In the event that the CUSTOMER or its agents misuses the Software or data files, including,
but not limited to, inserting, updating, deleting or otherwise modifying data through a means
other than the Software, although AssetWorks is not obligated to correct such misuse,
AssetWorks shall be entitled to attempt to correct the situation, if possible, at CUSTOMER'S
expense.
c. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable
opinion of AssetWorks and the CUSTOMER, relates to problems not caused by a Deviation in
the Software, such assistance shall be at the CUSTOMER'S expense.
9. Software Maintenance Fee - Paid Up License
In consideration of the Maintenance services to be provided by AssetWorks for each twelve month
period hereunder, CUSTOMER shall pay to AssetWorks per schedule listed in Exhibit A and shall
not increase more than 5% per year.
10. Additional Software Maintenance Fee - Paid Up License
In the event the CUSTOMER acquires Software in addition to that indicated in Schedule 1 of the
Software License Agreement (the "Additional Software"), the Maintenance shall automatically be
extended to cover the Additional Software, and the CUSTOMER shall pay an additional annual
Maintenance fee in an amount equal to twenty percent (20%) of the then current license fee for the
Additional Software starting with the next renewal date unless otherwise agreed by the parties in
writing.
11. Other Fees and Expenses
If onsite maintenance is required, CUSTOMER will pay reasonable pre-approved travel and living
expenses of AssetWorks' employees or agents, which shall be billed and paid as the expenses are
incurred.
12. Payment Terms
a. Annual payments for Maintenance will be due in advance of the commencement of the initial
one-year term of the Maintenance and each anniversary thereafter, subject to section B. 1.
above.
b. AssetWorks reserves the right to change the annual Maintenance fee by providing
CUSTOMER written notice of the increase at least sixty (60) days prior to any scheduled
renewal date.
c. AssetWorks reserves the right to apply a late payment charge of 1.5% per month to amounts
outstanding more than thirty (30) days after the date of the invoice.
13. Default and Termination
a. The CUSTOMER shall have the right to terminate Maintenance upon delivery of written notice
at least sixty (60) days prior to any scheduled renewal date.
b. In the event of any breach of the terms and conditions of this Agreement by the CUSTOMER,
AssetWorks will, by written notice to the CUSTOMER, give the CUSTOMER a period of thirty
(30) days within which to institute remedies to correct such breach. In the event that such
breach has not been corrected to AssetWorks' satisfaction within said thirty (30) day period,
AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the
CUSTOMER.
c. In the event that Maintenance is terminated by AssetWorks, AssetWorks shall have no
continuing obligations to the CUSTOMER of any nature whatsoever with respect to
Maintenance. Furthermore, termination by AssetWorks pursuant to the provisions hereof shall
be without prejudice to any right or recourse available to AssetWorks, and without prejudice to
AssetWorks' right to collect any amounts, which remain due to it hereunder.
14. Limitation of Liability
a. In the event of any claim brought by one party against another hereunder, a party will be liable
only for actual, direct losses or damages incurred (including cost of cover), limited to the
amount of fees paid to AssetWorks for maintenance services; provided, the claiming party shall
be obliged to take reasonable steps to mitigate its losses or damages.
b. Irrespective of the basis or theory of the claim, neither party will be liable for any special,
punitive, exemplary, indirect, incidental or consequential damages of any kind, including,
without limitation, lost profits or loss of data, even if it has been advised of the possibility of
such damages.
15. General Terms
a. Neither AssetWorks nor CUSTOMER will assign or transfer its interest in this Agreement or any
Attachment without the prior written consent of the other party.
b. All provisions of this Agreement, which by their nature should survive termination of this
Agreement, will so survive.
c.. No delay or failure by either party to exercise any right hereunder, or to enforce any provision of
this Agreement will be considered a waiver thereof. No single waiver will constitute a continuing
or subsequent waiver. To be valid, a waiver must be in writing, but need not be supported by
consideration.
d.. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in
part, such provision will be modified to the minimum extent necessary to make it legal, valid and
enforceable, and the remaining provisions of this Agreement will not be affected.
e. This Agreement, including its interpretation and enforcement, will be governed by the
substantive laws of the State of California excluding its conflict of laws rules. EACH OF THE
PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA LOCATED IN
THE CITY OF SAN DIEGO, OR IF SUCH COURT DOES NOT HAVE JURISDICTION, THE
STATE COURTS OF THE STATE OF CALIFORNIA LOCATED IN THE CITY OF SAN DIEGO,
FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING IN CONNECTION
WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO
THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS
REFERRED TO ABOVE, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
f. Any communication or notice hereunder must be in writing, and will be deemed given and
effective: (i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when
delivered by overnight express; or (iv) three (3) days after the postmark date when mailed by
certified or registered mail, postage prepaid, return receipt requested and addressed to a party
at its address for notices. Each party's address for notices is stated below. Such address may
be changed by a notice delivered to the other party in accordance with the provisions of this
Section.
AssetWorks
998 Old Eagle School Rd. - Suite 1215
Wayne, PA 19087
Attn.: John Hines
Copy to:
Director of Contracts
AssetWorks
998 Old Eagle School Rd. - Suite 1215
Wayne, PA 19087
Attn: Sandra McFarland
CUSTOMER:
1635 Faraday Av
Carlsbad, CA 92008
Attn.:
Copy to:
Attn:
g. In the event of any dispute arising in the performance of this Agreement or any Attachment,
AssetWorks and the CUSTOMER will seek to resolve such dispute through good faith,
amicable discussions and negotiations. Any specific agreed upon problem escalation
procedure will be stated in the related Attachment. In the event of a conflict between the
terms of an Attachment and this Agreement, the Attachment shall control unless otherwise
provided in the Attachment.
h. Neither party will be liable for any failure to perform or any delay in performing any of its
obligations hereunder when such failure or delay is due to circumstances beyond its
reasonable control and without its fault (Force Majeure), including, without limitation, any
natural catastrophe, fire, war, riot, strike, or any general shortage or unavailability of materials,
components or transportation facilities, or any governmental action or inaction. Upon the
occurrence of such event of Force Majeure, the affected party will immediately give notice to
the other party with relevant details, and will keep the other party informed of related
developments.
i. This Agreement constitutes the entire agreement between the parties and supersedes all prior
or contemporaneous oral, and all prior written, negotiations, commitments and understandings
of the parties relating to the subject matter hereof. This Agreement may not be modified except
by a writing executed by both parties.
IN WITNESS WHEREOF, the parties hereto, intending to be liable bound, have entered
into this Agreement, effective as of the Effective Date.
Exhibit A
Maintenance Fees:
Year 1 Year 2 Year 3
Maintenance* $ 5,155.93 $ 5,413.73 $ 5,684.41
*annual tune-up services available for an additional fee.
Application Service Provider Agreement
Between
AssetWorks, Inc.
And
The City of Carlsbad, California
AssetWORKS
AssetWorks Hosting Services Agreement Page 1
Application Service Provider Agreement
This Application Service Provider Agreement ("Agreement") is effective as of this 23rd
day of-Sept. 2009 ("Effective Date"), by and between AssetWorks, Inc. ("Provider"), with
offices located at 998 Old Eagle School Road, Wayne, Pennsylvania, 19087 and The
City of Carlsbad ("Customer"), with offices located at 1635 Faraday Ave, Carlsbad, CA
92008, on the following terms and conditions:
AGREEMENT OVERVIEW
Provider operates an Application Service Provider ("ASP") Data Center (the "Data
Center"), located at 998 Old Eagle School Road., Wayne, PA 19087, and provides
associated services to support customers that wish to outsource the operation and
maintenance of computer applications.
This Agreement describes the services to be provided by Provider, the respective
responsibilities of the parties, the service level objectives ("SLO's"), and the
problem management process. This Agreement incorporates the following
Attachments, which are hereby incorporated by reference and shall be considered
an integral part of this Agreement:
Attachment 1 Scope of Services
Attachment 2 Service Level Agreement
Attachment 3 Fee Schedule
SERVICES
Provider will perform the services ("Services") as described in the Scope of Services,
set forth in Attachment 1.
The general scope of services addressed by this Agreement includes the operation,
maintenance and support of the Customer's:
Application software,
Database for the Applications hosted under this agreement,
Database security, and
Data Center servers operation.
The Services specifically exclude operation and maintenance of the
following:
Customer hardware, including Customer's servers, printers, network hardware
(including routers and switches) and other Customer site computing equipment;
Customer application software other than noted in the Scope of Services; and
Customer-Local Area Networks ("LAN").
AssetWorks Hosting Services Agreement Page 2
The Services shall be provided subject to the Terms and Conditions, which follow.
TERM
The Term of the Agreement shall commence as of the Effective Date and shall continue
for three (3) years ("Initial Term") unless terminated earlier as set forth below. At the
end of the Initial Term, the Agreement shall automatically renew for successive one-
year terms unless or until either party provides the other party with written notice of non-
renewal at least ninety (90) days prior to the end of the then current term.
FEES AND PAYMENT
Customer shall pay Provider the applicable fees as set forth in the Fee Schedule,
Attachment 3.
Provider shall invoice Customer monthly in advance, and all invoiced fees shall be due
and payable within 30 days of the date of an invoice. All payments shall be made in
United States Dollars without deduction for any taxes or withholding or other offset, and
shall be sent to Provider's address set forth on the signature page of the Agreement.
Any amounts not paid when due will be subject to interest accrued at twelve percent
(12%) per annum, or the maximum rate permitted by law if lower, compounded
quarterly, which interest will be immediately due and payable from the due date for
payment until the date of actual receipt of the amount in cleared funds by Provider.
Interest payments that are accrued during billing disputes should be credited back to
the Customer if said dispute is found to be through no fault of the Customer.
A Customer will be considered delinquent if payment in full is not received thirty (30)
days from the date of the invoice. Provider reserves the right to suspend or terminate
this Agreement and Customer access to the Service if the Customer account becomes
delinquent and is not cured within ten (10) days. Customer will continue to be charged
and hereby agrees to pay for Service during any period of suspension. Customer's
failure to pay any invoice after this ten (10) day period shall constitute a material default
hereunder and shall entitle Provider to exercise any and all rights and remedies
provided herein or at law including a suspension of Services under the Agreement. If
Customer or AssetWorks initiate termination under any provision of the Agreement,
Customer will be obligated to pay the balance due on their account computed in
accordance with the Fee Schedule in Attachment 3. In the event of a dispute between
the parties that does not result in a termination of the Agreement, Customer agrees to
make all Monthly Service Fee payments that are not subject to the dispute when due
under the Agreement pending the resolution of the dispute.
Upon termination for whatever reason and regardless of the nature of the default (if
any), Customer agrees to pay Provider in full for undisputed Services provided to
Customer under this Agreement within 30 days of the invoice date. If Provider invoices
Customer for disputed fees, Customer shall be entitled to deduct the disputed fee from
the invoice.
CUSTOMER RESPONSIBILITIES
51/
AssetWorks Hosting Services Agreement Page 3
Provider responsibilities are detailed in the Service Level Agreement, Attachment 2.
The Customer is responsible for:
Assigning a primary and alternate customer representative to coordinate all
communications and activities related to Provider services.
Providing user identification data and determining the appropriate security profile for
each user. Customer will control security at the Application level.
All on-site printing. No print job will print at the Data Center. All physical printing
requirements will be the responsibility of the Customer.
The purchase and installation of printers at Customer's sites for the Application being
utilized as defined in the Scope of Services.
Installation, operation and maintenance of Customer's LAN, existing data
communications configuration, hardware, or software at the Customer's site except as
otherwise stipulated in the Scope of Services. This is defined as all lines, switches and
routers from the Customer site up to the Provider's site.
User ad hoc report generation, creation and printing (currently via the client software
GUI, web version available as an option late 2009).
Testing updates and fixes applied by Provider to Applications used by Customer. With
the exception of emergency fixes, Customer will test updates and fixes in the test
environment and confirm testing results with provider prior to their introduction to the
Production environment within a mutually agreed upon time frame.
Testing upgrades. Upgrades will be moved to production by the Provider at the end of
the Customer testing period unless specific problems are documented in writing to
Provider.
Analysis of suspected problems to determine their specific nature and possible causes
before calling the Provider for assistance. Customer is responsible to report the
problems and the analysis to the provider in a complete and timely manner.
Note: Customer will not be able to build new Crystal Reports (InfoCenter Reporting) or
modify existing reports (due to firewall security issues)
OWNERSHIP OF DATA
Customer shall not obtain any ownership rights, title or interest in the software,
hardware or systems developed or employed by Provider in providing Services under
the Agreement. Provider shall not obtain any ownership rights, title or interest to
Customer's data files. Upon expiration or termination of the Agreement for any reason,
Provider agrees to provide Customer with a copy of Customer's data files, as they exist
at the date of expiration or termination pursuant to the requirements outlined in the
Obligations Upon Termination of Contract section of the Attachment 1.
0AssetWorks Hosting Services Agreement Page 4
WARRANTY DISCLAIMER/LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER SPECIFICALLY
DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR
WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A
RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE
PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR
FUNCTIONALITY OF THE CUSTOMER'S HARDWARE, SOFTWARE, FIRMWARE,
OR COMPUTER SYSTEMS. PROVIDER SHALL NOT BE LIABLE FOR ANY
PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, (INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST REVENUES
OR PROFITS, LOSS OF USE OR EQUIPMENT DOWN TIME, AND LOSS OF OR
CORRUPTION TO DATA) ARISING OUT OF OR RELATING TO THIS AGREEMENT,
REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE
SOUGHT, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. CUSTOMER HEREBY AGREES THAT PROVIDER'S TOTAL
LIABILITY FOR ANY AND ALL LIABILITIES CLAIMS, OR DAMAGES ARISING OUT
OF OR RELATING TO THIS AGREEMENT, HOWSOEVER CAUSED AND
REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING BREACH OF
CONTRACT OR WARRANTY, TORT, STRICT LIABILITY, STATUORY LIABILITY OR
OTHERWISE, SHALL NOT, IN THE AGGREGATE, EXCEED FEES PAID TO
PROVIDER DURING THE PREVIOUS 12-MONTH PERIOD. THE PARTIES
ACKNOWLEDGE AND AGREE TO THE FOREGOING LIABILITY RISK ALLOCATION.
ANY CLAIM BY CUSTOMER AGAINST PROVIDER RELATING TO THIS
AGREEMENT MUST BE MADE IN WRITING AND PRESENTED TO PROVIDER
WITHIN SIX (6) MONTHS AFTER THE DATE ON WHICH THIS AGREEMENT
EXPIRES OR IS OTHERWISE TERMINATED.
TERMINATION FOR DEFAULT
Either party may terminate this Agreement if (i) the other party fails to perform a
material obligation of the Agreement and such failure remains uncured for a period of
30 days after receipt of notice from the non-breaching party specifying such failure; or
(ii) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is
the subject of any proceeding relating to its liquidation or insolvency which is not
dismissed within 90 days or makes an assignment for the benefit of creditors. In
addition, Contractor may terminate this Agreement effective immediately upon written
notice to Customer if Customer fails to make any payment in full as and when due
hereunder.
8.2 Upon termination for whatever reason and regardless of the nature of the default
(if any), Customer agrees to pay Contractor in full for all goods and/or services provided
to, and accepted by, Customer under this Agreement and/or any task order hereto as of
the effective date of the Agreement within 30 days of the invoice date.
NOTICES
All notices under this Agreement will be in writing and will be delivered by personal
service, facsimile or certified mail, postage prepaid, or overnight courier to such person
AssetWorks Hosting Services Agreement Page 5
and address as may be designated from time to time by the relevant party, which
initially shall be the address set forth below:
AssetWorks CUSTOMER:
998 Old Eagle School Rd. - Suite 1215 1635 Faraday Av
Wayne, PA 19087 Carlsbad, CA 92008
Attn.: John Mines Attn.:
Copy to: Copy to:
Director of Contracts
AssetWorks
998 Old Eagle School Rd. - Suite 1215
Wayne, PA 19087 Attn:
Attn: Sandra McFarland
NON-WAIVER OF RIGHTS
The failure of either party to insist upon performance of any provision of this
Agreement, or to exercise any right, remedy or option provided herein, shall not be
construed as a waiver of the right to assert any of the same at any time thereafter.
RIGHTS AND REMEDIES NOT EXCLUSIVE
Unless otherwise expressly provided herein, no right or remedy of a party expressed
herein shall be deemed exclusive, but shall be cumulative with, and not in substitution
for, any other right or remedy of that party.
SEVERABILITY
If any provision of the Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue in
full force without being impaired or invalidated in any manner.
ASSIGNMENT
Neither the Agreement nor any duties or obligations hereunder shall be assigned or
transferred by Customer without the prior written approval of Provider, which approval
may be withheld in the reasonable judgment of the Provider. Customer agrees that
Provider may assign its obligations to a third party subject to Customer's written
approval of such change, but Provider shall remain responsible for performance under
the Agreement. All fees will remain in tact as outlined in Attachment 3.
GOVERNING LAW; VENUE
The Agreement shall be governed and construed in accordance with the laws of the
State of California without regard to choice of law principles. EACH OF THE PARTIES
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA
LOCATED IN THE CITY OF SAN DIEGO, OR IF SUCH COURT DOES NOT HAVE
JURISDICTION, THE STATE COURTS OF THE STATE OF CALIFORNIA LOCATED
IN THE CITY OF SAN DIEGO, FOR THE PURPOSES OF ANY SUIT, ACTION OR
OTHER PROCEEDING IN CONNECTION WITH THIS AGREEMENT AND THE
AssetWorks Hosting Services Agreement Page 6
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE
LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE
COURTS REFERRED TO ABOVE, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
INTERPRETATION
The captions and headings used in this Agreement are solely for the convenience of
the parties, and shall not be used in the interpretation of the text of this Agreement.
Each party has read and agreed to the specific language of this Agreement; therefore
no conflict, ambiguity, or doubtful interpretation shall be construed against the drafter.
DISPUTES
The parties will seek a fair and prompt negotiated resolution within ten (10) days of the
initial notice of the dispute ("Dispute"). If the dispute has not been resolved after such
time, the parties will escalate the issue to more senior levels. If the parties are unable
to resolve any dispute at the senior management level, then any controversy, claim or
Dispute arising out of or relating to this Agreement shall be resolved by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. Before commencing any litigation or such arbitration, the
parties agree to enter into negotiations to resolve the Dispute. If the parties are unable
to resolve the Dispute by good faith negotiation, either party may refer the matter to
arbitration before initiating any litigation. The arbitrator(s) shall be bound to follow the
provisions of this Agreement in resolving the dispute, and may not award any damages,
which are excluded by this Agreement. Any request for arbitration of a claim by either
party against the other relating to this Agreement must be filed no later than six (6)
months after the date on which Provider concludes performance under this Agreement.
This dispute resolution process shall not relieve any party from complying with any
claims presentation requirements as a condition precedent to initiating litigation.
MULTIPLE COPIES OF COUNTERPARTS OF AGREEMENT
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement shall not be effective until the execution and delivery
between each of the parties of at least one set of the counterparts.
FORCE MAJEURE
Neither party shall be liable for any failure of or delay in performance of its obligations
(except for payment obligations) under this Agreement to the extent such failure or
delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars,
civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes,
storms, explosions, labor disputes (whether or not the employees' demands are
reasonable and/or within the party's power to satisfy), failure of common carriers,
Internet Service Provides, or other communication devices, acts of cyber criminals,
terrorists or other criminals, acts of any governmental body (whether civil or military,
AssetWorks Hosting Services Agreement Page 7
foreign or domestic), failure or delay of third parties or governmental bodies from whom
a party is obtaining or must obtain approvals, authorizations, licenses, franchises or
permits, inability to obtain labor, materials, power, equipment, or transportation, or other
circumstances beyond its reasonable control (collectively referred to herein as "Force
Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform
this Agreement or any part thereof and the date on which the obligations hereunder are
due to be fulfilled shall be extended for a period equal to the time lost as a result of
such delays. Neither party shall be liable to the other for any liability claims, damages
or other loss caused by or resulting from a Force Majeure Occurrence.
RELATIONSHIP OF PARTIES
Contractor is an independent contractor in all respects with regard to this Agreement.
Nothing contained in this Agreement shall be deemed or construed to create a
partnership, joint venture, agency, or other relationship other than that of contractor and
customer.
THIRD PARTY BENEFICIARIES
This Agreement does not create, and shall not be construed as creating, any rights or
interests enforceable by any person not a party to this Agreement.
WAIVER OR MODIFICATION
No provision of the Agreement may be waived or modified unless in writing specifically
referencing this Agreement and signed by representatives of both parties against whom
enforcement of the purported modification or waiver is sought. Waiver of default of any
provision of the Agreement shall not operate or be construed as a waiver of any
subsequent default of such provision, nor shall a waiver of any one provision of the
Agreement be deemed to be a waiver of any other provision.
ENTIRE AGREEMENT; CONFLICTING PROVISIONS
The Agreement and any schedules and exhibits thereto contain the entire agreement
and understanding of the parties with respect to the subject matter hereof, and
supersedes and replaces any and all prior or contemporaneous proposals, discussions,
agreements, Customer issued purchase order or document of like intent or purchase,
understandings, commitments, representations of any kind, whether oral or written,
relating to the subject matter hereof or the Services to be provided hereunder. In the
event that any provision in any attachment conflicts with any provision of this
Agreement, then this Agreement shall be deemed to control, and such conflicting
provision to the extent it conflicts shall be deemed removed and replaced with the
governing provision herein.
AUTHORIZATION
Each of the parties represents and warrants that the Agreement is a valid and binding
obligation enforceable against it and that the representative executing the Agreement is
duly authorized and empowered to sign the Agreement
SURVIVAL
The provisions of sections 4, 6, 7, 14, 16 and 22 shall survive the termination or
expiration of this Agreement.
AssetWorks Hosting Services Agreement Page 8 -2 I
COUNSEL
By execution of this Agreement, each of the Parties acknowledges and agrees that it
has had an opportunity to consult with legal counsel and that it knowingly and
voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any
way to the transactions contemplated by the Agreement, the provisions of any federal,
state or local law, regulation or ordinance notwithstanding.
Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized representative(s).
"Provider"
AssetWorks, INC.
Namely JO
Title:
Sign:
Date:
"Customer"
Date:
Address:
998 Old Eagle School Road
Suite 1215
Wayne, PA 19087
Telephone (610) 687-9202
Fax (610) 971-9447
Address:
Telephone:
FAX:
AssetWorks Hosting Services Agreement Page 9
Attachment 1 - Scope of Services
All the services, functions, processes and activities described below will be collectively
described as the "Services" for purposes of this Agreement. All Services will be
provided by the Provider to and for the Customer's benefit in a manner, which will
adequately meet or exceed the SLA, Attachment 2. Provider's failure to deliver the
services and meet SLO's defined in the SLA will constitute Default by the Provider.
Neither the SLA nor these Services can be changed in any way without written
Amendment.
1. Application
Application or Applications refers to the FleetFocusFA (a.k.a. FASuite) software and
modules. Applications for purposes of this Agreement also include the operating
system, utilities, scheduled batch cycles, database software and all necessary licenses
required to successfully and adequately operate the software in a manner to meet the
SLA, Attachment 2.
Hardware
The Application will be hosted on AssetWorks supplied servers.
The Server will always provide adequate facility to meet the SLOs. If required by
Customer, Customer shall provide the telecommunications equipment (including the
routers to be installed at the Data Center and Disaster Recovery Center site),
communication line and services for connection from Customer's site to the Data
Center and Disaster Recovery Center.
Database Instances
A single Production Database instance will be maintained for Customer. This
Production Database will provide the daily, real-time transaction data to the Application
Users.
In addition to the Production Database, Provider shall create an additional, non-
production Test Database. Upon request by Customer, Provider will populate the
Test Database with Customer's Production data up to 4 times in any 12 month
period with no additional cost. More frequent data updates will be performed with
charges to the Customer using the Service Fee rates cited in Section 4 of
Attachment 3.
For an additional charge, Provider will furnish an Ad-hoc Reporting Database for use
with the Customer developed ad-hoc reports. This Database will be updated from
the production database every night and will allow the Customer direct access to
its data for purposes of ad-hoc reporting. Further, for an additional charge Provider
will certify a Customer built Ad-hoc Report for scheduling execution from within the
Application directly against the production database, certifying that the Report
performs within appropriate guidelines and does not cause unacceptable response
AssetWorks Hosting Services Agreement Page 10 ^ '
time issues. Once certified, Provider will install the Report into Customer's ASP
production environment to make it available for execution submission from within
the Application.
Hours of System Operations
The Application will be accessible and available to the Customer and capable of any
and all normal operating functions 24 hours a day, seven days a week except for
previously approved and Scheduled Maintenance. The Provider will not be held
responsible for inaccessibility arising from communications problems occurring
anywhere beyond the Provider's side of the router resident at the Provider's Data
Center and Disaster Recovery Center, nor will these hours of unavailability be
counted as unavailable for purposes of Contractual Non-Compliance.
Help Desk Operations
Provider will maintain a Help Desk to receive Customer calls to report, log and resolve
any problems with the Services identified by the Customer. Business hours and
response times are listed in Attachment 2 - Service Level Agreement, Service Level
Category 4 - Customer Service.
Customer will be allowed unlimited calls to the Help Desk as long as Customer remains
in compliance with all contractual commitments between Customer and Provider.
While the Application will be available to the Customer on Holidays, the Help Desk will
operate on an "after Business Hours" schedule on Holidays. Provider currently
recognizes the following Holidays:
New Years Day Memorial Day Columbus Day
Martin Luther King Day Fourth of July Thanksgiving Day
Presidents Day Labor Day Christmas Day
Additional Holidays may be added upon prior written notice to Customer.
Online Data Retention
All data in the Customer's Production database as provided at time of conversion will be
available online. Older data will be archived in a process to be defined in the future, but
mutually agreed upon by the Provider and the Customer. This data can be reloaded
upon request by Customer for Service Fees identified in section 4 of Attachment 3.
Maintenance
The Provider will complete Scheduled Maintenance of the Application on a weekly
basis. This Scheduled Maintenance will consist of downtime of the Application mutually
agreed upon by the Customer and the Provider. Scheduled Maintenance will include
AssetWorks Hosting Services Agreement Page 11
database reorganization and any other weekly requirements that allow the Application
to successfully and adequately operate in a manner to meet the SLA, Attachment 2.
If the Provider is required to perform additional maintenance outside of the Scheduled
Maintenance window, it will notify the Customer in writing of its request. The Customer
and the Provider will mutually agree on the downtime, which will then be considered
Approved Maintenance.
Disaster Recovery
Back-up frequency and data retention services will be provided as outlined in the SLA,
Attachment 2. The Provider will identify an authorized agent to provide off-site storage
services.
Reporting
The Provider will produce quarterly communications and reports as requested by the
Customer.
Examples of the possible requests:
Service Level Performance Metrics
Problem Trend Analysis
Status of Current and Future Activities
Application Availability Percentages
Monthly Unit Counts
Database Usage and Statistics
Server Statistics
Obligations Upon Termination of Contract
Customer's Obligations Upon Termination or Expiration Upon termination due to a
Default by the Customer or expiration of this Agreement, all rights granted
hereunder to the Customer shall forthwith terminate, and:
• Customer shall immediately and permanently cease to use the ASP Services in
any manner whatsoever,
• Customer shall pay to the Provider all damages, costs and expenses, including
reasonable attorneys' fees, incurred by the Provider as a result of the termination
or expiration of this Agreement due to Default by the Customer, including costs
in obtaining injunctive or other relief for the enforcement of any provision of this
Agreement, and
• Customer shall make all payments due.
Provider's Obligations Upon Termination or Expiration Upon termination due to a
Default by the Provider or expiration of this Agreement, all rights granted
hereunder to the Provider shall forthwith terminate, and:
• Provider shall immediately and permanently cease to use, in any manner
whatsoever, all of the Customer's Proprietary Marks and distinctive forms,
slogans, signs, symbols, and devices associated with the Customer including,
AssetWorks Hosting Services Agreement Page 12 \°
without limitation, all signs, advertising materials, displays, stationary, forms and
any other articles which display such proprietary marks,
Provider will copy the Customer's Production Database, and any and all other
databases, scripts, utilities or files maintained by Provider on behalf of Customer,
and forward the copies to the Customer in machine-readable format acceptable
to the Customer,
Provider will use all reasonable efforts to assist Customer in affecting a smooth
transition of the ASP Services to Customer or any other vendor chosen by
Customer, and
Provider, when directed by Customer to do so, will delete all of Customer's data in
Provider's possession from any data storage media under control of the
Provider.
6?AssetWorks Hosting Services Agreement Page 13
Attachment 2 - Service Level Agreement
This Service Level Agreement ("SLA") is intended to provide an understanding of the
level of service to be delivered by the Provider for the Services specified in Attachment
1.
The Service Level Objectives ("SLO") will be reviewed annually by the Provider and
Customer to determine if new business conditions or new technology support a
modification of the Agreement. The Provider and Customer will mutually agree upon
any recommended modifications. Failure to reach mutual agreement will prompt
Dispute Resolution as outlined in Section 16 of the Agreement.
Service Level Non-Compliance
Non-Compliance is the inability to achieve any SLO. There are two kinds of Non-
Compliance: Operational Non-Compliance and Contractual Non-Compliance.
Operational Non-Compliance is the instance or onset of the inability of the Provider to
meet an SLO (e.g., unavailability of the Application). Contractual Non-Compliance is the
failure of the Provider to adhere to the services described in this Agreement. The
response outlined below is required for both Operational Non-Compliance and
Contractual Non-Compliance. Instances of Operational Non-Compliance can, with
multiple occurrences, extended time, or severity, become issues of Contractual Non-
Compliance.
Should the Customer identify an instance of Operational Non-Compliance, the
Customer will notify the Help Desk.
Should the Customer identify an instance of Contractual Non-Compliance, the
Customer will deliver written notification to the Provider. Upon notification by the
Customer of Contractual Non-Compliance, the Provider will research the problem and
respond to the Customer by the next business day. This response will outline:
What actions will be taken to resolve this specific instance of the problem;
How long it will take to implement these actions; and
What process will be undertaken to ensure that the SLO will be successfully met in
the future.
Possible actions to ensure that Provider will meet the SLO in the future include:
• The establishment of additional policies or business process enhancements
to increase the likelihood of meeting the existing SLOs;
• The employment of additional hardware, software, personnel or additional
resources to increase the likelihood of meeting the existing SLOs; and
• A review of the existing SLOs to determine if they are no longer appropriate
given changes in Customer usage, other conflicting demands, or new
technology. Based on mutual agreement between the Customer and
Provider, more realistic goals may be established based on information . f-
AssetWorks Hosting Services Agreement Page 14
gathered since the goals were last set.
best overall interests of the Customer.
This will only be done if it is in the
Non-Compliance
Provider will achieve the SLOs on a quarterly calendar basis. The following chart and
text describe several categories of SLOs. Contractual Non-Compliance is defined
differently for Category 1 (Application Availability and Performance) than it is for all
other SLO's. The Provider will be given seven (7) days to cure a Category 1 Non-
Compliance instance and thirty (30) days to cure all other Non-Compliance instances.
If the Application is available less than 95% of all "Available Hours" in the calendar
quarter, Customer may at its option terminate this Agreement and Provider will waive
the Service Termination Fee identified in Section 5 of Attachment 3. Scheduled
Maintenance hours will not count as unavailable hours. "Available Hours" means the
product of the number of days in the quarter times 1440 minutes, less Scheduled
Maintenance.
Failure to meet one or more of the SLOs other than Category 1 (Application Availability
and Performance) for any given month does not constitute a Default of the Agreement.
If Provider fails to meet one or more of the other SLOs for two consecutive calendar
quarters, Customer may at its option terminate this Agreement and the Service
Termination Fee identified in Section 5 of Attachment 3 will be waived by Provider.
Service Level Categories and Objectives
No.
1
2
3
Category
Application Availability
and Performance
Security
Application
Maintenance
Subcategory
Normal Operating
Conditions
Data Recovery
Response Time
Front Door Access to
Data
Backdoor Access
Major Upgrades
Minor Upgrades/Bundled
Fixes
Immediate Fixes
Objective
Regular hours
Provider network
Backup Frequency
Data Retention
Data Recovery
On-line Screens
Queries
Batch Cycles
Access Authorization
Customer Network
Physical Access to Data
Center
AssetWorks Hosting Services Agreement Page 15
4 Customer Service Help Desk
Communication
Initial Contact
Inquiry Settlement
Technical Administration
Scheduled
On Request
Data Center Announcements
Feedback
Service Level Category 1: Application Availability and Performance
Subcategory: Normal Operating Conditions
Regular Hours
Objective
The Application will be available as defined in section 4 of Attachment 1. The Test
Application which accesses the Test database instance will be available during
Business Hours as defined in Service Level Category 4: Customer Service.
Verification Method
The Application availability will be monitored by Data Center staff and verified by
the Customer using alternate sources available.
Provider Network
Objective
The Data Center will be responsible for the dependability, accessability, and security of
the Provider's internal communication network that begins at either the Customer-
provided routers at the Provider's sites or mutually agreed upon routers.
Verification Method
The Provider network availability will be monitored by Data Center staff and verified by
the Customer.
Subcategory: Disaster Recovery
Back-up Frequency
Objective
All Customer data and all other configuration files, scripts, and any other files necessary
for complete and successful operation of the Application will be copied to and backed-
up to tape at a pre-defined schedule developed byProvider. For an additional fee,
Provider will schedule other 'Critical Points' for back-up, as defined and required by the
Customer (e.g., month-end, year-end and before upgrades.)
Back-ups of the Customer's Production and Test data will be performed in accordance
with Provider's standard back up schedule and tapes sent to off-site storage via an
authorized escrow agent within 24 hours of the back-up being taken. The Customer
retains the right to have copies of back-up tapes mailed to the Customer's site on
schedule determined by Provider.
AssetWorks Hosting Services Agreement Page 16 (SI
Verification Method
The Data Center will verify daily that each back-up's status is listed as complete by the
system.
Data Retention
Objective
Data will be retained for a reasonable timeframe, for recoverability. Daily back-ups will
be available for recovery for 2 weeks. Without additional charge, Provider will furnish
the most recent back-ups and copies of the Application to enable Customer to run in
production on its Disaster Recovery Site.
Verification Method
The data recovery tests listed under Data Recovery will be used to verify Data
Retention. The results of Customer requested restorations will also be recorded.
Data Recovery
Objective
In cases where copies of back-up data exist at the Data Center and the systems
supporting the Customer's data are intact, the data will be successfully restored within
one (1) calendar day. In cases where the requisite back-up data is stored off-site and
the systems supporting the Customer's data are intact, the data will be successfully
restored within three (3) calendar days. In the event that the Data Center is severely
damaged and Customer processing is moved to the Disaster Recovery Center, due to
fire or other disasters, the Data Center will provide Application availability to the
Customer within three calendar days at the Disaster Recovery Center. The Provider
will return Customer processing to the Data Center from the Disaster Recovery Center
as soon as possible. Customer data will be restored from off-site back-ups, which will
contain data 1 day prior to the disaster. Customer will be responsible for providing the
telecommunications and telecommunications hardware to the Disaster Recovery
Center.
Verification Method
The Data Center and the Disaster Recovery Center will conduct periodic data
recovery tests at least annually to confirm that the recovery objectives can be
met. The results of Customer requested restorations will also be recorded.
Subcategory: Response Time
Queries
Objective
The Data Center will ensure that the Production database is able to facilitate the
completion of queries through the Application that have been supplied by the Customer
in a manner which is comparable to what the Customer experiences through their
current production configuration as outlined in the Baselines. This excludes Customer
network issues. In the case of additional Customer created queries through the
Application, due to their unpredictable levels of complexity, the Provider cannot make a
response time commitment. The Provider will be able to provide additional support to
assist Customer query optimization on a time and materials basis.
AssetWorks Hosting Services Agreement Page 17
Verification Method
AssetWorks expects screen and query response times to more than exceed Customer
expectations. However. AssetWorks is unable to produce exact performance
benchmarks. Anything outside of the routers at the Data Center is not in AssetWorks'
control. AssetWorks expects screen response times to be a maximum of two seconds.
AssetWorks anticipates the same for data queries with the assumption that the proper
user filters are in place. Upon going into production with the Application. Customer and
AssetWorks will agree upon a benchmarking method to derive more accurate results to
be included into the SLA as a benchmarking addendum. Annual benchmarking
evaluations will be conducted in conjunction with both parties.
Online Screens
Objective
Response time for Customer's use of the Applications should be no longer than
two seconds. The expectation is for on-line window response times for normal
transactions (e.g., screen changes, repair order retrievals, file updates, report
generation, etc.) to be equal to or better than that currently experience by
Customer using other applications via the internet. This excludes Customer
network issues.
Verification Method
System load and response time will be monitored to determine if queries are negatively
impacting system response time for Customer. Monitoring tools and reports will be
defined once the Application is set up and loaded for production use and will be
mutually agreed upon by Provider and Customer.
Batch Cycles
Objective
The Data Center will ensure that the daily, weekly, monthly, and yearly batch
cycles run in a manner, which is comparable to what the Customer experiences
through their current Production configuration as outlined in the Baselines.
Verification Method
This will be measured by the total execution times from start to finish of each
batch cycle. Monitoring tools and reports will be defined once the Application is
set up and loaded for production use and will be mutually agreed upon by
Provider and Customer.
Service Level Category 2: Security
This Service Level Category covers two subcategories of data security. The first
involves preventing users not authorized to use the Application from using the
Application to access Customer data ("Front Door"). The second subcategory involves
accessing Customer data from outside the Application in any other manner ("Back
Door").
AssetWorks Hosting Services Agreement Page 18
Subcategory: "Frontdoor" Access to Customer Data (via the Application)
Access Authorization
Objective
Customer Application and data will only be accessible by authorized users as defined
and managed by the Customer. Customer data is secured in separate database
instances.
Verification Method
To be determined by the Customer.
Subcategory: "Backdoor"Access to Customer Data (Outside of the Application)
Customer Network
Objective
If Customer elects to make use of a dedicated telecommunication line, Provider will
provide guidelines and technical recommendations to assist Customer in connecting to
the Application at the Data Center via its internal communication network beginning at
the Customer-provided router at the Provider's site. The Data Center is not ultimately
responsible for the dependability or security of the Customer's internal network beyond
the router.
Verification Method
The Data Center will verify the delivery of the guidelines and technical
recommendations.
Physical Access to the Data Center
Objective
The Data Center has implemented security measures to protect against physical
intrusion. Access to the Data Center building and the computer room is limited to
Data Center staff only. The Customer retains the right to inspect the physical
access to the facility.
Verification Method
Customer may verify by inspection.
AssetWorks Hosting Services Agreement Page 19
Service Level Category 3: Application Maintenance
An important element of providing Hosting Services for the Application is ensuring that
all appropriate upgrades, updates and fixes are applied in a timely manner.
Subcategory: Major Upgrades
Objective
Application upgrades (as defined by version number changes) will be installed and
tested by the Data Center within six months of their release by the Provider. Customer
will be provided with each module upgrade and documentation upon a mutually agreed
upon time frame within which to test the upgrade prior to its being available to the
Customer's users and interfacing with the Production database.
Verification Method
The Data Center will record the time between the Application release date and the end
of the Customer test period.
Subcategory: Minor Upgrades/Bundled Fixes
Objective
Updates, fixes, patches or similar minor changes to the Application will be installed
and tested by the Data Center within six weeks of their release. Customer will be
provided each module upgrade upon a mutually agreed upon time frame within
which to test the said change prior to its being available to the Customer's users
and interfacing with the Production database. Customer's custom modifications
will be tested by the Data Center and the Customer prior to their being available to
the Customer's users and interfacing with the Production database.
Verification Method
The Data Center will record the time between the Application release date and the
end of the Customer test period.
Subcategory: Immediate Fixes
Objective
Once the Data Center is aware of an Application problem, fixes available from the
Application vendor will be installed within a timely period, based on the criticality of the
problem as defined by the Customer or identified in Category 1 SLOs.
Verification Method
Percent of fixes that are completed within their target times.
AssetWorks Hosting Services Agreement Page 20
Service Level Category 4: Customer Service
Three subcategories of customer service are included in this Service Level Category.
The first examines the responsiveness of the Help Desk. The second examines the
Data Center's reponsiveness to requests for Technical Administration. The final
Customer Service subcategory examines a number of aspects of general
communication between the Data Center and the Customer.
Subcategory: Help Desk
The Provider will maintain a Help Desk whose function will be to support and assist the
Customer in diagnosing and resolving problems associated with the Application.
Initial Contact
Objective
The Help Desk phone line will be staffed during Business Hours. Business Hours
are defined as 8:00 a.m. to 6:00 p.m. EST, Monday through Friday except
Holidays. If a message is left during these Business Hours, a return call will be
issued within 15 minutes. Outside of Business Hours, in the event of a critical
application issue, a Data Center representative will be available by pager to return
Help Desk messages within 15 minutes. Additional pager phone numbers will be
provided to Customer for escalation if the first contact is not returned within 15
minutes. A Data Center representative will always be available by pager outside of
Business Hours, including Holidays.
Verification Method
Customer may place calls at any time to determine if the phone is staffed appropriately.
Inquiry Settlement
Objective
Customer inquiries to the Help Desk will be settled in a manner to achieve the SLOs.
Help Desk personnel will attempt to resolve the inquiries themselves at initial contact
with the Customer. In more complicated cases, the inquiry may be settled by assigning
a task to a Data Center specialist. In such cases, the SLO performance will be
monitored under the appropriate Service Level category depending on the nature of the
task.
Verification Method
The average time that is needed to resolve a Help Desk incident will be tracked.
Technical Administration
Objective
At times the Customer may request additional administrative services such as creating
a new database instance, modifying software or requesting an extra back-up of data.
Such services will be performed in a timely and cost effective manner to the Customer's
benefit. For each typical service, the cost (if any) and time to complete are listed in the
Scope of Services. Services not listed there may be handled on a time and materials
basis.
AssetWorks Hosting Services Agreement Page 21
Verification Method
The average time that is needed to complete an administrative request will be tracked.
Subcategory: Communication
Scheduled
Objective
Regularly scheduled Data Center communications with the Customer will be performed
in a timely manner and monthly at a minimum. Examples of potential communications
that are considered as regularly scheduled is contained in the Scope of Services
section of the Agreement. Late or missing communications should be reported by the
Customer to the Help Desk which will escalate and resolve the issue.
Verification Method
The Data Center Help Desk system will track the number of reported communications
problems.
On Request
Objective
Ad-hoc requests for information by the Customer will be handled in a timely manner
based on the timing commitment made by the Data Center or Help Desk in each case.
The delivery times for these ad-hoc communications will be estimated by the Data
Center or Help Desk as they are requested, based on their criticality and the length of
preparation time required. Additional charges may apply for these communications at
rates established in Section 4 of Attachment 3.
Verification Method
The Data Center Help Desk system will track the number of reported communications
problems.
Data Center Announcements
Objective
The Data Center will inform the customer of anticipated changes in Application
availability or performance with as much advance notice as possible but always
reasonably before any change occurs. The Data Center will contact the designated
Customer representative via e-mail and by telephone depending on the anticipated
criticality and time remaining before the event. These events will not be considered as
approved and will represent a failure of the Provider to meet the related SLO.
Verification Method
The Data Center Help Desk system will track the number of reported communications
problems.
Feedback
Objective
The Data Center will conduct periodic surveys of key customer contacts to assess
general Customer perceptions of the level of service being provided. Surveys will be
formatted to support Data Center SLOs. Printed surveys at the subcategory level will
be utilized annually. Telephone surveys at the category level will be utilized at least bi-
annually.
Verification Method
The Data Center Help Desk system will track the number of reported communications
problems.
AssetWorks Hosting Services Agreement Page 22
Attachment 3 - Fee Schedule
Start-up Fee
The implementation, development, training, interface, and data conversion pricing
("Start-Up Fee") is set forth below.
$ 4,875.00
$ 2,437.50
SOFTWARE- FleetFocus FA
Set-up Fees (one time) 1
Crystal Server Set-up 1
(Customer will purchase Crystal as per the license quote...)
Monthly Service Fees (billed annually in advance- Syr contract)
The monthly fee will be $ 1,472.25 per month for the term. The monthly service fees
(billed annually in advance), minimum or otherwise, will begin the 1
following the execution of this contract.
Fee Adjustments
st day of the month
For additional vehicle units beyond the existing contract, the fee will be $ 2.79 per
vehicle and/or $9.75 per month per MobileFocus unit
The fees set forth herein shall remain in effect during the initial 3- year term of the
Agreement. Thereafter, Provider shall have the right to adjust its fees upon 60 days
prior written notice to Customer. Provider shall not adjust its fees more often than once
per year. Notwithstanding Sections 3 and/or 8 of the Agreement, Customer reserves the
right to terminate this Agreement on less than 60 days notice if Customer does not
agree to accept Provider's proposed fee increase.
Total Fee Schedule:
AssetWorks Hosting Services Agreement Page 23
Hosting Services- FleetFocus FA
Set-up Fees (one time)$ 4,875.00 $ 4,875.0 One Time
FleetFocusFA, hosting pricing by vehicle equipment units
Reports/ Adhoc Server Set-up
(Customer will purchase Crystal as per the license quote.. .)
Crystal Server monthly
Test Reports/ Adhoc Database, monthly
MobileFocus monthly, per pda
'I-' ••'•-. -^tK& ^r..vjSuBS$ii
Units Per unit Monthly
350 $ 2.79 $ 975.00
1 $ 2,437.50 $
$
$
1 $ 9 75 $
:• *
Subtotal
2,437.50
487.50
500.00
9.75
$
$
$
$
J
Year One
11,700.00
16,575.00
One Time
Year One
5,850.00
6,000.00
117.00
'-
Invoiced annually in advance Year One $
Test Reports/ Adhoc Database, monthly discount (valid
I
Invoiced annually in advance Year Two
Test Reports/ Adhoc Database, monthly discount (valid
I
Invoiced annually in advance Year Three
Test Reports/ Adhoc Database, monthly discount (valid
I
One Time Fees
7,313
for 3 years)
None
for 3 years)
None
for 3 years)
$
$
$
$
$
$
$
$
$
Monthly
1,972.25
(500.00)
1,472.25
Hosting Total Year One
1,972.25
(500.00)
1,472.25
Hosting Total Year Two
1,972.25
(500.00)
1,472.25
Hosting Total Year Three
$
$
$
$
$
$
$
$
$
Total
30,979.50
(6,000.00)
24,979.50 |
23,667.00
(6,000.00)
17,667.00 |
23,667.00
(6,000.00)
17,667.00 |
AssetWorks will supply use of Oracle Database licenses in our datacenter.
Service Fees
Work requested by Customer beyond that described in Attachment 1, will be charged at
the following rates. Before any work is done which would incur charges billed as
Service Fees, the Provider will supply a proposal describing the work and providing an
estimate of hours, cost and completion date. Customer approval will be required before
work can begin.
$195.00/perhour
$195.00/perhour
Project Management
Programming and Training
Actual travel, meals and lodging expenses incurred in performing such services will be
included per the travel, meals and lodging section of this Fee Schedule.
Service Termination Fee
AssetWorks Hosting Services Agreement Page 24
If Customer terminates this Agreement other than pursuant to Section 8.2, "Termination
for Default," of the Agreement or Section 3 of this Attachment 3, a Service Termination
Fee equal to 100% of the Monthly Service Fees will be billed monthly until the end of
the then current Term of this Agreement or 90 days, whichever is less.
Travel, Meals and Lodging
In addition to the fees set forth above, Customer shall reimburse Provider for pre-
approved airfares, meals, ground transportation and other reasonable living expenses
incurred by Provider in support of the Agreement during provision of support services at
the Customer site. Provider will adhere to the Customer's Corporate Travel Polices to
the extent possible. In the case of an emergency requiring immediate air travel
arrangement, Provider shall use its best efforts to secure the lowest cost airfares. Under
no circumstances shall Customer be responsible for business or first class airfare
expenses.
Data Processing Audits
Eight hours per year shall be allocated to support Customer's personnel or Customer's
designee in an audit of Provider's services and records during Business Hours at
Provider's location. Additional hours, if needed, will be billed at the hourly rates noted
above. All out of pocket expenses incurred by Customer in connection with such audits
will be borne by the Customer.
AssetWorks Hosting Services Agreement Page 25
CERTIFICATE OF INSURANCE
NAMED INSURED
CONSTELLATION SOFTWARE INC.
O/A ASSETWORKS INC.
998 OLD EAGLE SCHOOL RD.
WAYNE, PA 19087 U.S.A.
CERTIFICATE HOLDER
CITY OF CARLSBAD
PUBLIC WORKS SUPERINTENDENT - CONTRACT & FLEET
OPERATIONS
405 OAK AVENUE
CARLSBAD. CA
92008 U.S. A.
This certificate is issued as a matter of Information only and confers no
rights upon the certificate holder, This certificate does not amend, extend
or alter the coverage afforded by the policies below.
INSURANCE COMPANIES AFFORDING COVERAGE
COMPANY
A Chubb Insurance Company of Canada A.M. Best
Rating: A++
COMPANY
B Certain Lloyd's Underwriters as represented by Media
Professional Insurance A,M. Best Rating: A
COMPANY
C Federal Insurance Company A.M. Best Rating: A++
COMPANY
D
COVERAGES
This is to certify that the polities or insurance listed below have been issued to the insured named above for the policy period indicated, notwithstanding any requirement, term
or condition of any contract or other document with respect to which this certif cate may be issued or may pertain. The insurance afforded by the policies described herein is
subject to all the terms, exclusions and conditions of such policies.
LIMITS ARE IN CANADIAN DOLLARS UNLESS INDICATED OTHERWISE.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE
COMMERCIAL GENERAL LIABILITY
II CLAIMS IXl OCCURRENCE
.MADE
M PRODUCTS AND COMPLETED
OPERATIONS
| | EMPLOYERS LIABILITY
1^1 CROSS LIABILITY
EK] WAIVER OF SUBROGATION
ADDITIONAL INSURED: THE CITY Ol
the Named Ins
insurance, not
NON-OWNED & HIRED
AUTOMOBILE LIABILITY
EXCESS LIABILITY
^ UUBRSILA | | OTHER
OTHER LIABILITY (specify)
PROFESSIONAL LIABILITY
PROPERTY BROAD FORM
1 I REPLACEMENT 1 1 ACTUAL
COST CASH VALUE
LOSS PAYEE:
OTHER (specify)
WORKERS COMPENSATION AND
EMPLOYER'S LIABILITY
LIMITS IN US FUNDS
(WC STATUTORY LIMITS)
CO
LTR
A
POLICY NUMBER
35780046
POLICY
EFFECTIVE DATE
(YYYY/MIWDD)
2008/09/27
POLICY
EXPIRATION DATE
(YYYY/MM/DD}
2009/09/27
LIMITS OF LIABILITY
$ 1,000,000
$ 10,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
EACH OCCURRENCE
GENERAL AGGREGATE
GENERAL AGGREGATE - USA
PRODUCTS - COMPLETED
OPERATIONS AGGREGATE
PERSONAL INJURY
ADVERTISING LIABILITY
TENANTS LEGAL LIABILITY
: CARLSBAD ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS . but only with respect to liability arising oul of the operations of
ured. Such insurance as is afforded by the Com mere al General LiabJity coverage on this policy will be considered as primary
contributory and not excess of any other insurance.
A
A
B
35780046
79219492
L16502T085611
Not Applicable
2008/09/27
2008/09/27
2008/09/27
2009/09/27
2009/09/27
2009/09/27
$ 1,000,000
$ 14,000,000
$ 14,000,000
$ 5.000.000
$ 250.000
EACH OCCURRENCE
EACH OCCURRENCE
AGGREGATE
PER CLAIM & IN THE
AGGREGATE
DEDUCTIBLE
DEDUCTIBLE
C 7173-57-61 2008/09/27 2009/09/27 $ 1,000,000
$ 1 ,000,000
$ 1,000.000
E.L. - EACH ACCIDENT
E.L. - EACH DISEASE / EACH
EMPLOYEE
E.L.- DISEASE -POLICY
LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / SPECIAL PROVISIONS: RE: FLEETFOCUS MAINTENANCE - PUBLIC WORKS SUPERINTENDENT -
CONTRACT & FLEET OPERATIONS
BROKER
The CG&B Group Inc.
120 South Town Centre Blvd.
Markham, ON L6G1C3
SIGNATURED/ AUTHORIZED REPRESENTATIVE
/L^xf rx^^
CANCELLATION
Should any of the above described policies be cancelled before the expiration date
thereof, the issuing company will mail 30 days written notice to the certificate holder
named above.
PRINT NAME
RUTH SCHRAM
DATE (YYYY/MM/DD)
2009/07/27
NW 77S7/09I1:42 AM
CERTIFICATE OF INSURANCE
NAMED INSURED
CONSTELLATION SOFTWARE INC.
O/A ASSETWORKS INC.
998 OLD EAGLE SCHOOL RD.
WAYNE, PA 19087 U.S.A.
CERTIFICATE HOLDER
CITY OF CARLSBAD
PUBLIC WORKS SUPERINTENDENT - CONTRACT & FLEET
OPERATIONS
405 OAK AVENUE
CARLSBAD. CA
92008 U.S.A.
This certificate is issued as a matter of information only and confers no
rights upon the certificate holder. This certificate does not amend, extend
or alter the coverage afforded by the policies below.
INSURANCE COMPANIES AFFORDING COVERAGE
COMPANY
A Chubb Insurance Company of Canada A.M. Best
Rating: A++
COMPANY
B Certain Lloyd's Underwriters as represented by Media
Professional Insurance A.M. Best Rating: A
COMPANY
C Federal Insurance Company A.M. Best Rating: A++
COMPANY
D
COVERAGES
This is to certify that Uia policies of insurance listed below have been issued to the insured named above for the policy period ndlcated, notwithstanding any requirement, term
or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The insurance afforded by the policies described herein is
subject to all the terms, exclusions and conditions of such policies.
LIMITS ARE IN CANADIAN DOLLARS UNLESS INDICATED OTHERWISE.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE
COMMERCIAL GENERAL LIABILITY
1 1 CLAIMS IXl OCCURRENCE
.MADE
M PRODUCTS AND COMPLETED
OPERATIONS
1 I EMPLOYERS LIABILITY
^ CROSS LIABILITY
[X] WAIVER OF SUBROGATION
D
ADDITIONAL INSURED: THE CITY Ol
the Named Ins
insurance, not
NON-OWNED & HIRED
AUTOMOBILE LIABILITY
EXCESS LIABILITY
f^^ UMBRELLA | [ OTHER
OTHER LIABILITY (specify)
PROFESSIONAL LIABILITY
PROPERTY BROAD FORM
1 I REPLACEMENT 1 i ACTUAL
COST CASH VALUE
LOSS PAYEE:
OTHER (specify)
WORKERS COMPENSATION AND
EMPLOYER'S LIABILITY
LIMITS IN US FUNDS
(WC STATUTORY LIMITS)
CO
LTR
A
POLICY NUMBER
35780046
POLICY
EFFECTIVE DATE
(YYYY/MM/DD)
2008/09/27
POLICY
EXPIRATION DATE
(YYYY/MIWDO)
2009/09/27
LIMITS OF LIABILITY
$ 1,000,000
$ 10,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
EACH OCCURRENCE
GENERAL AGGREGATE
GENERAL AGGREGATE - USA
PRODUCTS - COMPLETED
OPERATIONS AGGREGATE
PERSONAL INJURY
ADVERTISING LIABILITY
TENANTS LEGAL LIABILITY
: CARLSBAD ;rs OFFICIALS, EMPLOYEES AND VOLUNTEERS . bul only with respect to liability arising out of the operations of
tired. Such insurance as is afforded by the Commercial General Liability coverage on this policy will be considered as primary
contributory and not excess of any other insurance.
A
A
B
35780046
79219492
L16502T085611
Not Applicable
2008/09/27
2008/09/27
2008/09/27
2009/09/27
2009/09/27
2009/09/27
$ 1,000,000
$ 14,000,000
$ 14,000,000
$ 5,000,000
$ 250.000
EACH OCCURRENCE
EACH OCCURRENCE
AGGREGATE
PER CLAIM SIM THE
AGGREGATE
DEDUCTIBLE
DEDUCTIBLE
C 7173-57-61 2008/09/27 2009/09/27 $ 1,000,000
$ 1,000,000
$ 1 ,000,000
E.L.- EACH ACCIDENT
E.L- EACH DISEASE /EACH
EMPLOYEE
E.L.- DISEASE -POLICY
LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / SPECIAL PROVISIONS: RE: FLEETFOCUS MAINTENANCE - PUBLIC WORKS SUPERINTENDENT -
CONTRACT & FLEET OPERATIONS
BROKER
The CG&B Group Inc.
120 South Town Centre Blvd.
Markham.ON L6G 1C3
SIGNATUREQF AUTHORIZED REPRESENTATIVE
/Z^f rtf^.
CANCELLATION
Should any of the above described policies be cancelled before the expiration date
thereof, the issuing company will mail 30 days written notice to the certificate holder
named above.
PRINT NAME
RUTH SCHRAM
DATE (YYYY/MM/DD)
2009/07/27
NW rV09 11:42 AM
/"""/'"* JP/DCGcyB
GENERAL ALTERATION ENDORSEMENT NO. 2008-59
WITH RESPECT TO POLICY NO: 35780046
INSURER:
INSURED:
CHUBB INSUFtANCE COMPANY OF CANADA
CONSTELLATION SOFTWARE INC.
O/A ASSETWORKS INC.
EFFECTIVE DATE: JUL Y 27, 2009 PREMIUM: N/A
40*
It is understood and^greedJ^pfli(^i§iS|^nded as follows: |
The C'ty of Cartsj||ff Its Officials, Employees and Vpljjp^ets , Is to be covered a]
insured, but onjflfith respect to liability arising jDufSfthetpperations £\ the Nam]^" '$& $ \
Such insurance^pjs afforded by tlp|f omn|e*rcial General^bility>toverage on
be considered a¥ffrjrnary insuranc contributory and nSjejIess of any othe
iureds hereundeiAM • Ui t L. "^l-V- . IS. „ ..... .*$&AI .rahts of subrogation are waivedtas respects a additions insj
" 1
The policy will not be cancelled, materially changed nor the am||int of coverage reduced until
thirty (30) days after receipt of written nc-tio§ of cancellation or ||rduction in coverage by the
Public Works Department of the City of Carlsbad, California, jjl ~
Except as provided herein, all the terms and conditions of this Policy shall have full force and effect. The
Insurer agrees to notify The CG&B Group Inc., in writing, if the endorsement issued does not conform to the
coverage described in this document.
CG&B GROUP INC.
lorized Reprg
The CG&B Group Inc.
120 South Town Centre Blvd., Markham, Ontario L6G 1C3
Phone: {905)479-6670 Fax: (905)479-9164
NW 7/27/09 11:36 AM
CGBFORMT704 MAY 00
Date~
GENERAL ALTERATION ENDORSEMENT NO. 2008-59
WITH RESPECT TO POLICY NO: 35780046
INSURER:
INSURED:
CHUBB INSUFtANCE COMPANY OF CANADA
CONSTELLATION SOFTWARE INC.
O/A ASSETWORKS INC.
EFFECTIVE DATE: JULY 27, 2009 PREMIUM: N/A
as follows: | .. JF
&-l>J*V^>"' '' frS .-'-.£>*''
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Except as provided herein, all the terms and conditions of this Policy shall have full force and effect. The
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CG&B GROUP INC.y
The CG&B Group Inc.
120 South Town Centre Blvd., Markham, Ontario L6G 1C3
Phone: (905)479-6670 Fax: (905)479-9164
NW 7/27/09 11:36 AM
CSBFORMT704 MAY 00
Lisa Hildabrand
Ail Receive-Agenda Item # ^T
For the Information of the:
OOUMOIL
Subject:FW: Technology Hosting Asst.
ity Manager /A" —
From: Gordon Peterson
Sent: Tuesday, September 22, 2009 10:57 AM
To: Lisa Hildabrand
Subject: Technology Hosting
Lisa,
A follow-up regarding the hosting question posed by Matt yesterday...
The fleet application is hosted by the developer, AssetWorks, and they are the only one who host and support this
application. The same goes for the library catalog/circulation application, developed and hosted by Sirsi/Dynex. There is
not a big enough market for either of these applications for 3rd party hosting firms to host and support them. Smaller
companies, like AssetWorks and Sirsi, typically do not own their datacenters, but rather rent space from a large hosting
provider such as AT&T or Verizon. However, in these instances we have a single contract and point of contact with the
software developer.
In the case of Microsoft hosting, by in large they own and operate their own data centers (see below). There are other
hosting vendors that host and support Microsoft products because they are so widely used (we have also found the
same is true for the proposed Lawson HRIS). Through our RFP to host Microsoft collaboration tools we received quotes
from 3rd party hosting firms, but Microsoft was the least expensive.
When determining who, what and where to host and support an application we also consider an option called Managed
Services when it's available. This is where we own the hardware, software and run it our datacenter and we contract
with the application vendor to provide support remotely. In some instances if may be possible to do as Matt suggested
and use a central external hosting site and still get the application vendor to provide the support. I will investigate this
further and in future opportunities. However, so far every time we've asked managed service has been more expensive
than full soup to nuts hosting.
Increasingly, hosting (often called software as a service these days) is becoming a viable option. As opportunities arise
we will continue to scrutinize what is best to keep in-house and what is best to let others do. In the right fit hosting can
reduce time implement, lower the entry price and free up internal IT to focus on value-added tasks like information
management and business process design/performance.
Hopefully this is not too much information.
Thanks,
Gordon
SEP 2 2 2009