HomeMy WebLinkAbout2022-10-18; City Council; ; Professional Services Agreement with Psomas Inc. for Implementation Services and Purchase Agreement with Cartegraph Systems LLC for Software Licensing and Maintenance ofCA Review CKM
Meeting Date: Oct. 18, 2022
To: Mayor and City Council
From: Scott Chadwick, City Manager
Staff Contact: Greg MacLellan, Senior Business Systems Specialist
greg.maclellan@carlsbadca.gov, 442-339-2327
Doug Kappel, Information Technology Manager
doug.kappel@carlsbadca.gov, 442-339-2791
Subject: Professional Services Agreement with Psomas Inc. for Implementation
Services and Purchase Agreement with Cartegraph Systems LLC for
Software Licensing and Maintenance of the Cartegraph Operations
Management Software
Districts: All
Recommended Action
1.Adopt a resolution authorizing the City Manager to execute an agreement with Psomas
for professional services for the implementation of the Cartegraph Operations
Management Software system in an amount not to exceed $584,475.
2.Adopt a resolution authorizing the City Manager to execute an agreement with
Cartegraph Systems for software licensing, hosting and maintenance for an amount not
to exceed $582,032.71 for a five-year period.
Executive Summary
The City of Carlsbad’s primary asset management system has been in use for more than 18
years and no longer supports the business needs of the city. Staff, working with an outside
consultant, went through an extensive process to identify the requirements and issued a
request for proposal to select a more capable system to replace the existing one.
After completing this year-long process, staff chose Cartegraph Systems, an industry leading
provider of operations and asset management software systems as the most qualified provider
for the new Enterprise Asset Management System.
The City Council is being asked to approve these agreements because Carlsbad Municipal Code
Section 3.28.060 – Procurement of Professional Services and Services requires the City Council’s
approval for the procurement of professional services and services that will cost the city more
than $100,000 per agreement year.
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Discussion
The city requires an asset management solution to track physical city assets such as streets,
streetlights, signs and city buildings, as well as water, sewer and storm drain infrastructure.
Work orders for work completed against these assets are also tracked and managed in the
asset management system. Asset management is critical to ensuring the ongoing maintenance,
monitoring and replacement of city assets, and having a core asset management system that
consolidates various types of assets and work orders is fundamental to facilitating data-driven
decisions.
As asset management operations have evolved and become more complex, the number of
software applications being used to manage the various operational areas of the city has
increased. The city currently uses 14 separate software applications from 14 vendors to manage
its assets, organize work, track work orders, and handle requests from community members.
It requires many hours of staff time to update and maintain these systems, and having multiple
systems presents significant challenges in consolidating data across the city. Additionally, many
of the systems are old, outdated and nearing the end of their expected lifespans.
A needs assessment was conducted by the consulting firm ClientFirst Technical to determine
the feasibility of consolidating these systems into a centralized Enterprise Asset Management
System. Staff from Public Works branch and the Parks & Recreation and Information
Technology departments participated in the assessment. After that assessment was complete,
staff created and published a request for proposal.
The city received proposals from 15 vendors. Following a thorough review and evaluation of the
proposals, a committee of Public Works and Parks & Recreation employees invited three
vendors to demonstrate their systems. After the demonstrations and reference checks on the
vendors, the evaluation committee determined that Cartegraph Systems would provide the
best value to the city based on the selection criteria.
By implementing the Cartegraph Operations Management Software, the city will be able to
consolidate the systems used for pavement management, mobile work order management,
custodial management, cross-connection control, and Enterprise Asset Management systems.
By consolidating these five systems into one new integrated system, the city will save $79,743
on software maintenance licensing over the first five years of the project and realize greater
efficiencies from not having to maintain multiple systems.
As the city implements the Cartegraph software, and as new features and functions are added
as part of updates to the integrated system, staff will continue to evaluate opportunities to
consolidate and eliminate additional applications. Staff will also work to integrate other existing
systems with Cartegraph so that they can function together.
This project is consistent with the city’s Application Portfolio Strategic Plan goals to centralize
and consolidate core business functions, break down data silos and improve the user
experience for city staff with an emphasis on mobility, accessibility, and transparency.
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This project is also consistent with the following initiatives in the city’s Connected Carlsbad
Action Plan, which sets goals for city innovation efforts:
• Upgrade, replace or retire software applications
• Evaluate options for a citywide asset management system
• Assess and refine data storage and cloud strategy
Options
1. Adopt a resolution authorizing the City Manager or designee to execute agreements
with Psomas, Inc. for implementation of professional services and Cartegraph Systems
for software licensing, hosting and maintenance of the Cartegraph Operations
Management Software.
Pros
• Replaces old and outdated systems that no longer serve the city’s business needs
• Provides a significantly improved mobile solution for field staff, both city and
contracted
• Enables improved organizational operational efficiency
• Consists of a cloud-based solution that allows the city scale to future use and
growth without requiring the city to acquire new hardware and technology
infrastructure
• Provides better asset management tools
• Consolidates multiple systems into one
Cons
• None identified
2. Continue using the existing systems.
Pros
• None identified
Cons
• Public works would continue to operate multiple systems at in increase cost in
both budget and staff time
• City would continue to operate using old and antiquated software applications
• City would continue to operate with multiple data silos
Fiscal Analysis
Agreement, service and other project costs
The cost of both agreements for implementation and five years of ongoing support, licensing
and hosting of the Cartegraph Operations Management Software is $1,166,508.
The cost of this project includes $115,520 that has been spent on consulting services and an
additional contingency amount of $100,000, which is being included to cover additional
unexpected costs and incidentals associated with the project.
The Cartegraph Operations Management Software is tightly integrated with the city’s existing
ESRI Geographic Information System – its GIS mapping system – and an additional $100,000 is
being allocated to cover the five years of additional GIS licenses that are required as part of the
implementation.
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An additional $100,000 is being allocated to cover change management services, which includes
developing training content and coordinating the scheduling of training to ensure staff are
prepared for the transition to the new application.
There are no cost savings expected in the first year of the project because the city will need to
continue to use its existing solutions while the Cartegraph Operations Management Software is
implemented. The annual operating savings are anticipated in the second year of these
agreements and going forward, after the implementation is complete and the systems currently
in use no longer need to be maintained.
Budget
Implementing a new Enterprise Asset Management System was approved by City Council as
part of the fiscal year 2021-22 Strategic Digital Transformation Investment Program.
There is $1,600,000 budgeted in the investment program for the project, using the Technology
Investment Capital Fund as the funding source.
Once implementation is complete, the annual maintenance of the Cartegraph Operations
Management Software will be included as part of the Information Technology Department’s
operating fund budget and will be included as part of the annual budget process.
Next Steps
With the City Council’s approval, the City Manager will execute the agreements with Psomas
and Cartegraph Systems. Implementation of the Enterprise Asset Management System will
begin in November in a multi-phased project expected to be completed over the next two
years.
Environmental Evaluation
Under California Public Resources Code Section 21065 of the California Environmental Quality
Act, this action does not constitute a project in that it has no potential to cause either a direct
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physical change in the environment, or a reasonably foreseeable indirect physical change in the
environment, and therefore does not require environmental review.
Public Notification
This item was noticed in accordance with the Ralph M. Brown Act and it was available for public
viewing and review at least 72 hours prior to the scheduled meeting date.
Exhibits
1. City Council resolution – Psomas Inc Implementation Services Agreement
2. City Council resolution – Cartegraph Systems LLC Purchase Agreement
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RESOLUTION NO. .
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICE AGREEMENT WITH PSOMAS, INC. FOR
IMPLEMENTATION SERVICES FOR CARTEGRAPH’S OPERATIONS
MANAGEMENT SOFTWARE FOR AN ENTERPRISE ASSET MANAGEMENT
SYSTEM IN AN AMOUNT NOT TO EXCEED $584,475
WHEREAS, the City Council of the City of Carlsbad, California has determined that the most
effective way to operate and support the City of Carlsbad’s asset management requirements is with
Cartegraph’s Operation Management Software for enterprise asset management; and
WHEREAS, the City of Carlsbad issued a Request for Proposal for a new enterprise asset
management system; and
WHEREAS, the City of Carlsbad currently has numerous asset management solutions in place
and Cartegraph’s Operation Management Software will consolidate these solutions into a single
enterprise asset management system; and
WHEREAS, in order for the City of Carlsbad to use Cartegraphs’s Operation Management
Software, Psomas Inc. will provide implementation services for the Operation Management Software;
and
WHEREAS, funding is available in the Strategic Digital Transformation Investment Program to
fund this project and services.
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.
2. That the professional services agreement for implementation of Cartograph’s Operation
Management Software with Psomas, Inc. (Attachment A) is approved and the City
Manager of the City of Carlsbad is authorized to execute it and all other necessary
procurement documents on behalf of the City.
3. That the total for the implementation services with Psomas, Inc. shall not exceed
$584,475.
Exhibit 1
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4. That the funding for the agreement is budgeted in the fiscal year 2022-23 Strategic
Digital Transformation Investment Program Project Enterprise Asset Management.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the __ day of ________, 2022, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
______________________________________
MATT HALL, Mayor
______________________________________
FAVIOLA MEDINA, City Clerk Services Manager
(SEAL)
Oct. 18, 2022 Item #12 Page 7 of 67
City Attorney Approved Version 6/12/181
AGREEMENT FOR CARTEGRAPH ENTERPRISE ASSESSMENT MANAGEMENT (EAM) IMPLEMENTATION SERVICES PSOMAS, INC
THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Psomas, Inc a California Corporation, ("Contractor").
RECITALS
A.City requires the professional services of an implementation firm that isexperienced in implementing the Cartegraph OMS EAM solution. B.Contractor has the necessary experience in providing professional services andadvice related to implementing the Cartegraph EAM solution. C.Contractor has submitted a proposal to City and has affirmed its willingness andability 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 WORKCity 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 inaccordance with this Agreement’s terms and conditions.
2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area and will use reasonable diligence and best judgment whileexercising its professional skill and expertise.
3.TERMThe term of this Agreement will be effective for a period of three (3) years from the date first abovewritten. The City Manager may amend the Agreement to extend it for two (2) additional one (1)year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor'sperformance, City needs, and appropriation of funds by the City Council. The parties will prepare
a written amendment indicating the effective date and length of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement. Neither party will be liableor responsible for the impacts of delay to the extent such delay is due to matters beyond thereasonable control of such party.
5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will befive hundred eighty-four thousand four hundred seventy-five dollars ($584,475.00). No othercompensation for the Services will be allowed except for items covered by subsequentamendments to this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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Attachment A
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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
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 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.
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. 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-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating
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in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager 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 obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 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 Commercial General Liability which shall provide primary coverage to the City.
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 mail pursuant to the Notice provisions of this Agreement, ten (10) days if cancellation is due to non-
payment of premium. 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
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maintain insurance and City may collect these 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 any time, 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
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor
Name Maria Callander Name Steve Bein
Title IT Director Title Vice President
Department IT Department Address 5 Hutton Centre Drive Suite 300
City of Carlsbad Santa Ana, CA 92707
Address 1635 Faraday Ave Phone No. 714-481-8015
Carlsbad, CA 92008 Email steve.bein@psomas.com
Phone No. 442-339-2454 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.
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16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 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 whose services are
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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
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, Contractor has 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
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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 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. JURISDICTION 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 nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
(sign here) City Manager
Steve Bein, Vice President
(print name/title)
ATTEST:
By:
(sign here) FAVIOLA MEDINA
City Clerk Services Manager
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary,
Vice-President 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: CINDIE K. MCMAHON, City Attorney
BY: _____________________________
City Attorney
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City of Carlsbad, CA / 6/14/2022
Page 1 of 17
City of Carlsbad, CA
Exhibit “A” - Scope of Work (SOW)
SOW: PSO-802 Date Prepared: 6/14/2022
Date of Expiration: 11/8/2022
Ver. 1.1
For any questions or assistance, please contact:
Steve Bein
Senior Consultant
GIS and Enterprise Asset Management
Phone: Mobile: +1 949-922-3642
Email: steve.bein@psomas.com
P S O M A S
www.Psomas.com
Phone: (714) 481-8015
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City of Carlsbad, CA / 6/14/2022
Page 2 of 17
The following Addendums are attached to this SOW and are incorporated by reference:
ADDENDUM A – PSOMAS PROPOSAL RESPONSE
ADDENDUM B – FEE SUMMARY
ADDENDUM C – DETAILED WORK PLAN - TASK 2 (REVISED)
Addendum A: Psomas Proposal Response
The City’s original Request for Proposal (RFP) titled “Proposal to Provide Enterprise Asset Management
System Services” and the official Contractor proposal response dated October 22, 2021, including the Feature Function Requirements table and all appendices A through J are hereby incorporated into this agreement. Subsequent requests for changes to the scope of work to be performed, the phasing of the
implementation services, and compensation to Contractor resulted in the revised fee presented in Addendum B and the revised Detailed Work Plan - Task 2 presented in Addendum C included in this SOW and do hereby replace the Cost Worksheets and Detailed Work Plan - Task 2 included in the original Contractor response.
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Addendum B: Fee and Payments
The following represents the Contractor fees for the requested revised Scope of Services as shown in the original
Detailed Work Plan and updated in Addendum C of this SOW. These costs conform to the Contractor Best And Final Offer (BAFO) submitted on May 4, 2022 as adjusted based on subsequent input from the City stakeholders.
Today’s Date: June 14, 2022 Purchase Agreement No.: PSO-802
SERVICES
No. Product Terms Quantity Price
1 Expense Reimbursement At Cost $26,600.00
2 Implementation Services Phase One FFP $84,575.00
3 Implementation Services Phase Two FFP $62,690.00
4 Implementation Services Phase Three FFP $56,310.00
FFP - Firm Fixed Price IMPLEMENTATION SERVICES TOTAL: $230,175.00
INTERFACE COSTS (INTEGRATION SERVICES)
No. Service Terms Quantity Price (USD)
1 Work Order Import NTE 2 Systems $ 20,000.00
2 Central Square Finance Enterprise: Purchasing NTE $ 12,000.00
3 Central Square Finance Enterprise: Accounts Receivable NTE $ 12,000.00
4 Central Square Finance Enterprise: Accounts Payable NTE $ 12,000.00
5 Central Square Finance Enterprise: Payroll NTE $ 12,000.00
6 Request Management (Rock Solid) NTE $ 50,000.00
7 ArborAccess (Tree Management Software) NTE $ 7,000.00
8 I-Vu (Building Monitoring System) NTE $ 14,400.00
9 DigAlert: Receive/Submit Responses NTE $ 2,800.00
10 DigAlert: Work Order Creation NTE $ 2,800.00
11 Inductive Automation Ignition (SCADA) NTE $ 12,500.00
12 GraniteNet: Push Scheduled Inspections/Work Orders NTE $ 7,000.00
13 GraniteNet: CCTV Inspection Info Import NTE $ 12,000.00
14 WACHS (Valve Turning Software) NTE $ 5,500.00
15 Fuel System (Software To Be Determined) NTE $ 5,500.00
16 SQL Database Export for SSRS and Tableau (Monthly) NTE $ 6,000.00
17 Utility Billing-Northstar NTE $ 50,000.00
NTE - Not To Exceed INTEGRATION TOTAL: $ 243,500.00
CONVERSION COSTS
No. Service Terms Quantity Price
1 AssetWorks Master Asset Records NTE $4,600.00
2 AssetWorks Work Orders – Historical and Open NTE $7,100.00
3 AssetWorks Inventory Items/Catalog/Quantities NTE $3,500.00
4 AssetWorks Fuel Transactions NTE $3,500.00
5 Hanson Work Orders – Historical and Open NTE $11,500.00
6 Hanson Service Requests - Open NTE $6,200.00
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7 Hanson Inventory Items/Catalog/Quantities NTE $3,500.00
8 Lucity Work Orders – Historical and Open NTE $7,100.00
9 Lucity Pavement Inspections NTE $9,000.00
10 Lucity Pavement Model NTE $9,800.00
11 Major Outfall Inventory (Discharge Points) NTE $14,000.00
12 Parks SaaS solution NTE $7,000.00
13 Custodial Professional Services NTE $7,000.00
14 As-needed for Additional Professional Services T&M $17,000.00
NTE - Not To Exceed T&M – Time and Materials CONVERSION TOTAL: $110,800.00
TOTAL ONE-TIME SOLUTION SERVICES FEE: USD 584,475.00
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Fee Notes:
• Any Customer Purchase Order, Contract, and/or Agreement must reference Psomas Purchase Agreement: PSO-802.
• Prices may include discounts, concessions, or incentives that are only applicable to this transaction and should not be assumed for future purchases.
• Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice.
• Prices do not include any applicable Esri ArcGIS licenses.
• Prices are in U.S. Dollars ($USD).
• Prices for the Solution Services are valid only if this Purchase Agreement is executed by 11/8/2022.
• Psomas and Cartegraph will commit to maintaining the cost of user licenses of the OMS subscription at $96.00 per additional user for 24 months from the Effective Date.
• The Cartegraph license will include two (2) registrations to the 2023 Cartecon national conference.
• The Cartegraph license will include one (1) complimentary “Admin Certification Training Course” registration for the Carlsbad OMS administrator to learn the ins-and-outs, tips, and best practices to make the most of the City’s investment.
• Cartegraph will extended the payment terms on the Year 1 License Fee up to Net-90 days.
• As a result of the Requirements Gathering Workshops included in each phase of work, Psomas and Cartegraph will provide the City with updated services budgets for approval for each integration and data conversion service requested within the terms provided in the cost table above. Integration and data conversion service work will be performed only upon written approval agreed to by the Parties. Interface development (integrations) and data conversion costs presented in this Purchase
Agreement identified as “Not to Exceed” are commitments to complete each approved item within the budget provided in the cost table above following reasonable industry standard requirements.
• Additional Services will be provided as needed and requested by the City based on the Fee
Schedule provided below: • Administrative and Project Assistants $90 - $120
• GIS Technician $95 - $125 • Senior GIS Technician $115 - $155 • Senior GIS Analyst $160 - $185 • Software Developer $155 - $175
• Senior Software Developer $180 - $210 • Specialty Training / Data Conversion $200 - $230 • Integration Developer $250 - $288 • Project Manager/Technical Manager $195 - $275
• Principal $260 - $290 Mileage and parking expenses incurred by office employees are charged at the current IRS mileage rate. Prints, plot media, CD’s, messenger service, subsistence, air travel, and other direct expenses will be
charged at cost. The services of outside consultants will be charged at cost plus fifteen percent. Standard computer and technology costs are incorporated into the above hourly rates. The above schedule is for straight time and includes overhead. These rates will remain valid for 12 months following the Effective Date.
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Payments
In consideration for the Services provided by Contractor and Cartegraph, City agrees to pay Contractor the Fees as described below:
DELIVERY
Upon execution of this Purchase Agreement, Contractor and Cartegraph will provide the Solution Services detailed in the Fee Summary. Delivery of the Solution Services requires execution of the Cartegraph Solutions Agreement and Solution licensing provided separately through Cartegraph.
SOLUTION SERVICES SCHEDULING
Solution Services will be scheduled and delivered upon your execution of this Agreement, which will be considered your notification for Contractor to proceed. City agrees to work with Contractor to schedule Services in a timely manner.
SOLUTION SERVICES INVOICING
Upon execution of this Agreement, invoicing for the Solution Services shall occur as follows:
• Phase One • 25% ($21,143.785) upon execution of this Agreement. • 25% ($21,143.785) at the completion of the phase one assessment/delivery. • 25% ($21,143.785) at the completion of the phase one test deployment. • 25% ($21,143.785) at the completion, go-live and acceptance of phase one production deployment. • Total Phase One amount $84,575.00 • Phase Two • 25% ($15,672.50) upon kickoff of phase two. • 25% ($15,672.50) at the completion of the phase two assessment/delivery. • 25% ($15,672.50) at the completion of the phase two test deployment. • 25% ($15,672.50) at the completion, go-live, and acceptance of phase two production deployment. • Total Phase Two amount $62,690.00 • Phase Three • 25% ($14,077.50) upon kickoff of phase three. • 25% ($14,077.50) at the completion of the phase three assessment/delivery. • 25% ($14,077.50) at the completion of the phase three test deployment. • 25% ($14,077.50) at the completion of phase three production deployment, go-live and acceptance. • Total Phase Three amount $56,310.00 • Integrations and Conversions • Due upon completion and City approval and acceptance of each individual Integration or Conversion and will be billed monthly on a time and materials basis not to exceed the prices listed under Integrations Services and Conversion Costs of the fee and payments schedule. ACCEPTANCE Acceptance of a milestone is defined as written confirmation by the City of completion of a project task or deliverable as described in the Detailed Work Plan (Addendum C). Upon completion, Contractor will submit written notice to the City Project Manager and the City will respond with acceptance within ten (10) business days or provide written justification for any deficiencies as described under Dispute Resolution in the Professional Services Agreement. EXPENSES In providing the Solution Services included herein, Contractor shall be reimbursed for any reasonable out-of- pocket costs, including, but not limited to, travel, lodging, and meals. Out-of-pocket expenses are billed based on actual costs as incurred and are due separately. As listed as item one under services of the fee and
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payments schedule, these expenses will not exceed $26,600. Travel related expenses must be expended in an economical and efficient way. PAYMENT • All payments are due Net 30 days from date of invoice except as otherwise agreed. • All payments are to be in U.S. Dollars ($USD). • Any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein.
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Addendum C: Detailed Work Plan
The Solutions Services listed in the Fee Summary of the Agreement are specific Contractor/Cartegraph services which will be
delivered to the City based on the descriptions provided in the Detailed Work Plan provided below. The Services are subject to the
limitations and terms and conditions set forth in this Agreement, and its referenced Addendums. Contractor will coordinate with the
City on service delivery expectations and timeframes.
Implementation of the Operations Management System (OMS) includes the following professional services:
Task 1: Project Initiation and Project Management
1.1 Project Initiation
Contractor will initiate the engagement with an on-site meeting with City stakeholders to discuss in greater depth the services the City envisions securing through this agreement and review defined alternatives and options available to the City. This orientation to the City’s vision will provide Contractor insight into what the project goals are for the short and long term EAMS planning horizons. During the meeting, the Contractor’s Team will share our insights and capabilities to
support the envisioned proposed software solution and implementation services. This information
sharing provides a foundation for evaluating engagement success based on targeted performance
milestones.
Contractor will facilitate a project kickoff meeting with Cartegraph and the City project team to review
objectives and approach, document project success factor, and identify stakeholder groups to participate in the requirements interviews. Contractor will provide an agenda, keep a record of the discussions, and provide meeting minutes following the meeting.
The project schedule will be reviewed and adjusted as needed to align with the City project team availability and milestone requirements. Project communication methods for routine reporting and ongoing
coordination will be agreed to. The roles and responsibilities of the Contractor’s Team and the City will be
reviewed and confirmed to assure common expectations for collaboration and leadership.
Contractor will recommend the development of a project charter and the formation of a Project Steering Committee. We will provide a draft charter as a straw man for the City to tailor and adopt.
The Project Steering Committee will be responsible for project oversight, ensuring and coordinating the City’s engagement, and reviewing all project deliverables.
Task Deliverables
o Kickoff Meeting
o Establish project steering committee and project charter
1.2 Project Management
Contractor will manage the project scope and engagement process with the City representatives, and
control the work based on Project Management Institute principles. The Contractor’s project manager, in
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partnership with the City’s project manager, will lead the project management activities throughout the project.
Task Deliverable
o Weekly progress and quality review meeting with Contractor’s internal team
o Bi-weekly progress meeting with the City’s core project team
o Bi-weekly action item worksheet using web based tracking tools shared with the City
o Project web portal and associated resources to facilitate information sharing and collaboration
o Project work plan maintained bi-weekly (schedule and budget with cost- to complete estimate)
o Monthly project status report and invoice 1.3 Project Wrap Up
Contractor will perform project close-out activities at the end of each phase to assure all final deliverables are satisfactory, and to conduct a post-project review to document lessons learned. The following activities will be coordinated when the project tasks for each phase have concluded.
Task Deliverables
o Final project acceptance memorandum for the City’s signature
o Post-project review meeting with the project team
2.1 Phase Services and Asset Domains
The following services will be provided for each of Phases 1, 2, and 3 as described below: 2.1.1 - Setup
Cartegraph will setup a hosted, test and production OMS environment.
Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user-based logins and User/Role functionality.
Contractor will provide a template file to be utilized by City staff to populate Roles and Users to be utilized for OMS. The City provided completed templates will be used to create users and roles in OMS. (Note: Subsequent User and/or Role changes will be your City administrator’s responsibility.)
Cartegraph will provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards OMS/Esri
integration functionality and requirements.
Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets
section of the scope unless otherwise noted.
2.1.2 - Consulting
The Contractor/Cartegraph team will provide a five-day (5-day) onsite requirement gathering workshop in Phases 1 and 2 and a three-day (3-day) onsite requirement gathering workshop in Phase 3 to increase our
understanding of your business and functional goals. Through workshops and interviews, we will identify best fit scenarios for OMS and provide a report including any challenges as well as recommendations for
OMS best practices relevant to the City’s EAMS implementation.
Contractor will lead and facilitate the engagement with Cartegraph and internal City stakeholders including other groups that are intertwined and impacted by the specific processes being evaluated. Stakeholder engagement is vital as the first partnering step of being inclusive and collaborative with the stakeholders. Reengineering the work order and asset management processes to align with Cartegraph OMS requires buy in and participation of those impacted.
Understanding the technology, workflow, and management environment provides an opportunity to
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objectively evaluate the characteristics of the existing environment as a baseline for evaluating improvements and identifying gaps. The Contractor/Cartegraph Team will review City documentation and systems to clarify current software, data characteristics (volume, type, quality, rate of change), users, and management processes. The Contractor Team will review system documentation provided by the City and
meet with staff who can provide an additional systems overview briefing. Findings from this step will enhance the team’s understanding of the environment and prepare us for a more successful implementation in the next step.
Task Deliverables
o Five-day Onsite Meeting (Phases 1 and 2) or Three Day Onsite Meeting (Phase 3)
o Challenges and Recommendations Report
2.1.3 - Training
All training sessions will be recorded for the development of course content in the City’s Learning
Management System.
Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions. Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
o Layers
o Filters
o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs
Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include:
o OMS Esri integration configuration options
o Integration functionality (basemap and feature)
o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices
Contractor and Cartegraph together will provide two (2) onsite staff (Implementation Specialists, Facilitator)
for a five-day (5-day) onsite "train-the-trainer" training event in Phases 1 and 2 and a three-day (3-Day) onsite “train-the-trainer” in Phase 3. The training agenda will be defined and agreed upon by Contractor,
Cartegraph, and the City project manager. Topics may include any of the following:
o Request Management:
Requests
Requesters
Task Creation from Requests
Issue library (including settings such as Applies to Asset and Non-Location)
Cartegraph recommended best practices for Request and Requester Management
o Work Management:
Create Task(s) (Asset/Non-Asset)
Assignments (Add, Edit, Remove)
Task Menu Actions
Related Work Items
Create Work Order
Associate Task to WO
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Repeat Work Orders
Work Order Menu Actions
Enter Resources
Timesheets
Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity)
Cartegraph recommended best practices for Work Management
o Asset Management:
Asset Details
Preventative Maintenance Plans
Inspections
Linked assets (if applicable)
Container/Component Relationships (if applicable)
Cartegraph recommended best practices for Asset Management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets
listed in the Asset section of the scope.
o Fleet Management:
Preventative Maintenance
Task Management
Vehicle Replacement Ratings (VRR) Equipment Detail information
Fleet Reports
Cartegraph recommended best practices for Fleet Management
Fleet Management is only applicable to Phase 3.
o Resource Management:
Resource Details
Labor/Equipment Rates
Material Management (Stock, Usage, Adjustments)
Vendor Price Quotes
Cartegraph recommended best practices for Resource Management
o Cartegraph Mobile:
Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting)
Work Management
Create and Update Tasks (Asset/Non-Asset)
Assign Tasks
Enter Resources
Inspections
Asset Management
Create and Update Assets
Request Management
View and Update Requests
View Requester information
Create Task from Request
Offline use for Cartegraph for iPad
Cartegraph recommended best practices for mobile device use
o Administrator:
Administrator:
User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log
Settings:
System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager
Manager:
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Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager,
Notification Manager, Structure Manager, Automation Manager
Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on OMS Reporting functionality. Training topics include:
o Security/Roles
o Report Designer
Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting
o Report Viewer
o Reporting best practices and solution tips/tricks.
Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on Internal Request
functionality. Training topics include:
o Internal Requests
Users
Views
Issue Library settings and management
o Cartegraph recommended best practices for advanced request management
Cartegraph will provide remote train-the-trainer training, up to twelve (12) hours, on Advanced Material
Management functionality. Training topics include:
o Material Locations
o Material Transfers
o Material Orders
o Settings:
Vendor Price Quotes
Re-order points
o Cartegraph recommended best practices for advanced material management
Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Preventative Maintenance
Plans functionality. Training topics include:
o Preventative Maintenance
o Cartegraph recommended best practices for proactive asset management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset
section of the scope.
Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Advanced Inspections and
Asset Condition Manager functionality. Training topics include:
o Performance Management
Prediction Groups
Minimum Condition Groups
Activities and Impacts
Criticality Factor
Install/Replaced Dates
o Cartegraph recommended best practices for advanced inspections and condition management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset
section of the scope.
Cartegraph will provide remote train-the-trainer training, up to sixteen (16) hours, on Scenario Builder
functionality. Training topics include:
o Scenario Builder
Settings:
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Prediction Groups
Minimum Condition Groups
Activities and Impacts
Criticality Factor
Install/Replaced Dates
Scenarios:
Planned Work
Map Control
Work Order Creation
Scenario Types
Plan Years and Budgets
Protocols
Data Exports
o Cartegraph recommended best practices for scenario builder
Scenario Builder training is only applicable to Phase 3.
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the
Asset section of the scope.
Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on Asset Builder functionality.
Training topics include:
o OMS Administrator
Structure Manager
Library Manager
Layout Manager
User/Role Configurations
o Cartegraph recommended best practices for expanding the system’s use and/or building assets
2.1.4 - Go-Live Support
Cartegraph will provide a three-day (3-day) onsite event for Go-Live Support in Phase 1 and a three-day (3-Day) remote event for Go-Live Support in Phases 2 & 3. The agenda will be defined, and agreed upon, by Contractor, Cartegraph, and the City’s project manager. Topics may include any of the following:
o Refresher training for items listed in the scope of work
o Software and process support for staff during production roll out
o Field, Layout, and Report configuration guidance, if applicable
2.1.5 - Data Services
Cartegraph will provide one test and one production data load service through standard import/export functionality. These loads will involve at least two iterations per environment. The first data load will be used to validate the completeness and Cartegraph will provide template documents for data population. Once populated by City staff, Cartegraph will load the data into the City test or production OMS environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records
o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries
Phase 1 Assets
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Asset implementation for Phase 1 includes the following professional services:
Cartegraph will provide installation and training on the following sixty-three (63) types:
o Facilities (25)
Facility; Other Site Construction; Selective Building Demolition; Site Improvement; Site
Preparation; Facility Floor; Basement Construction; Conveying; Exterior Enclosures; Facility Electrical; Facility Equipment; Fire Protection; Foundations; Furnishings; HVAC;
Interior Construction; Interior Finishes; Plumbing; Roofing; Site Electrical Utilities; Site Mechanical Utilities; Spaces; Special Construction; Stairs; Superstructure
o Signals (8)
Preemption; Signal Cabinet; Signal Head; Traffic Camera; Signalized Intersection; Signal Controller; Signal Monitor; Traffic Detector
o Stormwater (9)
Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Inlet; Storm Manhole;
Storm Outlet; Storm Pipe; Storm Pump
o Transportation (8)
Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area; Support
o Walkability (3)
ADA Ramp; Tree; Sidewalk
o 10 Custom (10)
Up to 10 custom asset type to be determined during the requirements gathering workshop. Cartegraph will provide up to five (5) field configurations for each asset type listed above.
Phase 2 Assets
Asset implementation for Phase 2 includes the following professional services: Cartegraph will provide installation and training on the following thirty-six (36) asset types:
o Parks and Recreation (10)
Athletic Space; Fence; Park; Park Structure; Playground Equipment; Bench; Landscape Area; Park Amenity; Playground; Tree
o Water Distribution (9)
Water Backflow; Water Facility; Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Valve; Water Storage Tank
o Sanitary Sewer (7)
Sewer Cleanout; Sewer Facility; Sewer Force Main; Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump
o 10 Custom (10)
Up to 10 custom asset type to be determined during the requirements gathering workshop. Cartegraph will provide up to five (5) field configurations for each asset type listed above.
Phase 3 Assets
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Asset implementation includes the following professional services:
Cartegraph will provide installation and training on the following thirty-nine (11) asset types:
o Fleet (1)
o Custom (10)
Up to 10 Custom Asset types to be determined during the requirements gathering workshop.
Cartegraph will provide up to five (5) field configurations for each asset type listed above. Cartegraph will provide all services remotely via audio; video; and web conferences unless otherwise noted. Task 3: Integration Services
3.1 Esri ArcGIS
Cartegraph’s OMS solution includes the Esri ArcGIS Suite as a foundational element. The proposed
solution will be fully integrated into the City’s GIS with full two-way data functionality. Integration is
provided through published services allowing the City’s GIS to remain the authority for the GIS data.
3.2 Other City Integrations
Contractor will work with the City to develop technical specifications for each of the integrations listed below. Once the technical specifications have been signed off by the Contractor and the City, Contractor will develop the integration using either an Export/Transform/Load (ETL) process or via an API.
Integration High Level Description of Integration
Work Order Import
Central Square Finance Enterprise:
Purchasing
One-way, real-time integration that allows for purchase requests entered in the EAM system to automatically create purchase requests in the City's
financial system's purchasing module.
Central Square Finance Enterprise: Accounts Receivable One-way, real-time integration charging efforts to external customers.
Central Square Finance Enterprise: Accounts Payable
One-way, real-time integration that allows invoices entered in the EAM system to automatically create invoice approval requests in the City's financial
system's accounts payable module.
Central Square Finance Enterprise: Payroll
One-way, real-time integration to City's financial system's payroll module to sync employees and access employee labor costs.
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Rock Solid: Request Management Two-way, real-time integration.
Arbor Access: Tree Management
Two-way, real-time integration to
receive work orders created in
ArborAccess and for the Cartegraph to push closed work orders back to ArborAccess.
Vu: Building Monitoring System
One-way, real-time integration to automate the creation of work orders in
the EAM system when abnormal
readings/alerts occur.
DigAlert:Receive/Submit Responses
Two-way, real-time integration to electronically receive and submit positive responses for utility location requests.
DigAlert: Work Order Submission
One-way, real-time integration to
automatically create an inspection in the EAM system for utility location requests received from DigAlert.
SCADA: Inductive Automation Ignition
One-way, real-time integration to Automatically create work orders based on hours, threshold alerts, etc.
GraniteNet: Inspections/Work Orders
One-way, real-time integration to push scheduled line maintenance inspections/work orders from the system to GraniteNet.
GraniteNet: Inspection Import
One-way, as-needed integration to import CCTV inspection related
information (e.g., date of inspection,
asset condition, status, etc.)
WACH: Valve Turning
One-way, real-time integration to Ability to integrate WACHS (Valve Turning Software) with the mobile application to
capture the number of valve turns.
Fuel System
One-way, as needed integration to
integrate with the City's fuel management system to retrieve vehicle odometer readings.
SQL Database Export
Northstar Utility Billing
One-way, real-time integration to
provide user account information from the utility bill system.
3.2 Exclusions
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City of Carlsbad, CA / 6/14/2022
Page 17 of 17
The following service items are not included in the scope of this project:
o Implementation of any custom modification or integration developed by Cartegraph; your internal
staff; or any third-party is not included in the scope of this project unless specifically listed above.
o Data conversion services from other software system(s) or sources are not included in the scope of
this project unless specifically listed above.
o Any service items discussed during demonstrations; conference calls; or other events are not
included in the scope of this project unless specifically listed above. City/Contractor/Cartegraph Responsibilities
Project representatives from City and Contractor accepts responsibility for all aspects of project planning, management, and
execution not specifically identified as the responsibility of Contractor in the Agreement. Ongoing management of the day-to-
day allocation of Customer, Psomas, City, Contractor, and Cartegraph resources and management of project tasks is the
responsibility of the City and Contractor project representatives. City and Contractor project representatives will provide
overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the
Contractor and Cartegraph obligations listed in this Agreement, City understands that it is vital to the success of the project
that City provides assistance in the following matters:
1. For those services listed under Field Services, Contractor and Cartegraph personnel will conduct information gathering
and evaluation sessions with various City Users and management. While Contractor and Cartegraph respect the time and workload of City staff, dedicated time on the part of the appropriate City resources is necessary to complete these
exercises.
2. The installation process requires the assistance of City personnel and suitable access to hardware and systems (e.g., security
clearance). City is required to supervise the installation process while systems are accessible to Contractor and Cartegraph. All hardware and software, for both personal computers and servers, is expected to be available, installed, and operating as
specified in Cartegraph’s system requirements documentation such that delivery and execution of Field Services will not be impeded.
3. City and Cartegraph understand that the successful performance of Field Services depends upon City fulfilling its responsibilities. The Project assumes that City will provide all personnel required to achieve a successful implementation,
including a dedicated project manager responsible for reviewing the implementation scope of work, ensuring all attended meetings are attended by invited staff, and providing leadership and insight on all relevant internal issues such as policy/procedure, organizational structure, project stakeholders, technical architecture, data, and current systems. City responsibility also includes internal documentation, internal change management, task completion, staff coordination and
schedule commitment.
4. City will provide Internet access and IT staff support as required. For those services that are web-based, Contractor and Cartegraph utilize Microsoft Teams, WebEx Meeting, or Zoom (or similar) technology.
5. City shall ensure that their workstation platform and database meet Cartegraph system requirements as specified in the Cartegraph System Requirements documentation. Solutions will be supported within new versions of these workstation platforms and databases within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue support of its Solutions within older versions of these workstation platforms and databases as their support is discontinued by their manufacturers.
6. City agrees to work with Contractor to schedule Field Services in a timely manner.
Not-to-Exceed Purchase Agreement
Contractor will not exceed the total included in this Agreement without written approval from City in the form of an
amendment to this agreement. In the event it becomes apparent to Contractor that additional Services will be needed due to
any changes in the scope of this Agreement, Contractor will notify City prior to exceeding the approved efforts and obtain
written approval in the form of an amendment to this agreement if additional Services are required.
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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF PSOMAS, a California corporation. August 24, 2021
THE UNDERSIGNED, being all of the members of the Board of Directors of Psomas, a California corporation (the “Corporation”), hereby adopt the following resolutions without a meeting as of the date set forth above, pursuant to Section 307(b) of the General Corporation Law of California:
RESOLVED that the following, being the Officers of the Corporation, be and hereby are authorized to execute any and all documents required to conduct the business of the Corporation, including, but not limited to contracts, leases and certifications;
IT IS FURTHER RESOLVED that any one signature of the Officers listed herein shall be sufficient to bind the Corporation; STEVE MARGARONI President and Chief Executive Officer NICK TARDITTI Chief Financial Officer, Treasurer, Assistant Secretary CHAD WILSON Vice President, Secretary CRAIG AHRENS Vice President ALEJANDRO ANGEL Vice President BRETT BARNETT Vice President JOSEPH BARTORELLI Vice President REGINA BEEM Vice President STEVEN BEIN Vice President JOSEPH L. BOYLE Vice President SCOTT BRYANT Vice President BRIAN E. BULLOCK Vice President JEFFREY CHESS Vice President MARCIA CARRILLO Vice President MATTHEW D. CLARK Vice President MICHAEL J. CREHAN Vice President SARAH CURRAN Vice President CHRIS DAVENPORT Vice President AMY DAY Vice President WILLIAM ESTEPA Vice President ROSE FISTROVIC Vice President PETER FITZPATRICK Vice President DAN FORGEY Vice President BRIAN FRAGIAO Vice President JEFF GILLIS Vice President ERNEST GOMEZ Vice President DANNIE B. GREEN Vice President TIMOTHY G. HAYES Vice President GREGORY A. HELMER Vice President ALIA HOKUKI Vice President JIM HUNTER Vice President ROBERT J. IANNARINO Vice President RICHARD IMAN Vice President JEREMY JOHNSON Vice President ANN JOHNSTON Vice President VINCENT LUNGARI Vice President JENNIFER MARKS Vice President FRANK MARTIN Vice President DAVID A. MORITZ Vice President ARIEF NAFTALI Vice President ANDREW NICKERSON Vice President
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Oct. 18, 2022 Item #12 Page 32 of 67
Unanimous Written Consent of the Board of Directors of Psomas August 24, 2021 Page 2
ED O’BRIEN Vice President TRAVIS PERRY Vice President TOM PILARSKI Vice President MICHAEL R. REDIG Vice President TERESITA REUTTER Vice President SCOTT ROCKE Vice President SEAN SAMSEL Vice President GARY SKREL Vice President SEAN SMITH Vice President THEO SMITH Vice President RICHARD M. SULLIVAN Vice President MICHAEL D. SWAN Vice President ROBERT J. TALAFUS Vice President KEVIN T. THORNTON Vice President BYRON G. TOBEY, JR. Vice President KIMBERLY WENDER Vice President REUBEN TOLENTINO Vice President ALYSEN WEILAND Vice President DONALD LEE WHITELEY Vice President CAROLINE YONTEZ Vice President This Unanimous Written Consent shall be filed with the Minutes of the proceedings of the Board of Directors, and the actions taken hereby shall have the same force and effect as if taken at a meeting duly
called and held.
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Oct. 18, 2022 Item #12 Page 33 of 67
RESOLUTION NO. .
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE
AGREEMENT WITH CARTEGRAPH SYSTEMS, LLC. FOR SERVICES AND
SUBSCRIPTIONS FOR ITS OPERATIONS MANAGEMENT SOFTWARE IN AN
AMOUNT NOT TO EXCEED $582,032.71
WHEREAS, the City Council of the City of Carlsbad, California has determined that the most
effective way to operate and support the City of Carlsbad’s asset management requirements is with
Cartegraph’s Operation Management Software (OMS) for enterprise asset management (EAM); and
WHEREAS, the City of Carlsbad issued a Request for Proposal for a new EAM system; and
WHEREAS, the City of Carlsbad currently has numerous asset management solutions in place
and Cartegraph’s OMS will consolidate these solutions into a single EAM system; and
WHEREAS, Cartegraph will provide subscription, hosting and maintenance services for
Cartegraph’s OMS; and
WHEREAS, funding is available in the SDTIP to fund this project and services.
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.
2. That the purchase agreement for subscription, hosting and maintenance of the OMS
with Cartegraph (Attachment A) is approved and the CityManager is authorized to
execute it and any other necessary procurement documents on behalf of the city.
3. That the total for the OMS with Cartegraph, LLC. shall not exceed $582,032.71 for term
of five years from the date the agreement is signed.
4. That the funding for the agreement is budgeted in the fiscal year 2022-23 SDTIP Project
Enterprise Asset Management and will be included in the Information Technology’s
annual budget requests for the appropriate years.
Exhibit 2
Oct. 18, 2022 Item #12 Page 34 of 67
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the __ day of ________, 2022, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
______________________________________
MATT HALL, Mayor
______________________________________
FAVIOLA MEDINA, City Clerk Services Manager
(SEAL)
Oct. 18, 2022 Item #12 Page 35 of 67
City of Carlsbad, CA / 9/15/2022
City of Carlsbad, CA
Cartegraph Solutions
Purchase Agreement
Purchase Agreement: PA-22-05179Date Prepared: 9/15/2022Date of Expiration: 11/8/2022
For any questions or assistance, please contact:
Dalton GilbertSales Business Development ManagerPhone: (800) 688-2656
Mobile: +1 9096302408
Email: daltongilbert@cartegraph.com
Cartegraph Systems LLC3600 Digital Drive
Dubuque, IA 52003-8962
http://www.cartegraph.com
Toll Free: (800) 688-2656Phone: (563) 556-8120Fax: (563) 556-8149
Page 1 of 32
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City of Carlsbad, CA / 9/15/2022
Purchase Agreement
Cartegraph Systems LLC is pleased to present this Purchase Agreement for its world-class technology solutions.
This Purchase Agreement is made and entered into between City of Carlsbad, CA (hereinafter referred to as
"City of Carlsbad, CA", or "Customer") and Cartegraph Systems LLC (hereinafter referred to as "Cartegraph"),each referred to as a "Party" or collectively as the "Parties" and is effective when fully executed by both Parties("Effective Date").
This Purchase Agreement 1) will exclusively govern Customer's access to and use of Solution Subscriptions
and/or Solution Services; 2) is the complete and sole understanding and agreement between the Parties, and
supersedes any oral or written proposal, agreement, or other communication between the Parties; 3) may only bemodified or amended in writing as permitted herein; 4) is governed by the terms and conditions of the CartegraphSolutions Agreement (Addendum A), unless: (i) otherwise set forth herein, or (ii) there is an applicable writtenCustomer Agreement executed by the Parties that directly references this Purchase Agreement, for the Solutions
referenced in this Purchase Agreement. Any inconsistency between the documents shall be resolved by giving
precedence to 1) a Customer Agreement (if applicable), 2) this Purchase Agreement, and 3) the CartegraphSolutions Agreement.
The term of this Purchase Agreement shall begin on the Effective Date and continue until it is terminated aspermitted herein.
BY EXECUTING OR REFERENCING THIS PURCHASE AGREEMENT, THE PARTIES ACKNOWLEDGE THAT
THEY HAVE REVIEWED THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN ANY EXHIBITS, ANDTHE PARTIES AGREE TO BE LEGALLY BOUND BY SUCH AGREEMENT.
CUSTOMER ADDRESS:LICENSEE ADDRESS:
City of Carlsbad, CA
1635 Faraday AveCarlsbad, CA92008-7314
City of Carlsbad, CA
1635 Faraday AveCarlsbad, California92008-7314
The following Addendums are attached to this Purchase Agreement and are incorporated by reference:
ADDENDUM A - SOLUTIONS AGREEMENT, CITY OF CARLSBAD, CA, MODIFIED 09/15/2022 ADDENDUM B - Not UsedADDENDUM C - SOLUTIONS SUPPORTADDENDUM D - Not Used
ADDENDUM E - CARTEGRAPH OMS EDITIONS
ADDENDUM F - DATA PROTECTION & RETENTION POLICY REVISED 2021/11/23
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Investment Summary
The following represents the requested Solution Subscriptions and/or Solution Services along with their related durations (Terms). Systems Integration Support line items will only be invoiced if the associated integration is implemented as part of the contract between the City of Carlsbad and Psomas Company for RFP22-6099BS
Enterprise Asset Management System (Work Orders/Asset Management).
Term 01 - 9/30/2022 - 9/29/2023 -
Subscription
No.Product Code Quantity Price
1 OMS Premium OMSPRM 1 USD 38,191.58
2 Facilities Domain DOM001 1 USD 3,096.80
3 Parks & Recreation Domain DOM004 1 USD 2,580.34
4 Sanitary Sewer Domain DOM005 1 USD 3,096.80
5 Signal Domain DOM006 1 USD 3,096.80
6 Stormwater Domain DOM007 1 USD 3,096.80
7 Transportation Domain DOM008 1 USD 4,645.20
8 Walkability Domain DOM009 1 USD 1,548.40
9 Water Distribution Domain DOM010 1 USD 3,096.80
10 OMS User OMSUSR 206 USD 19,747.00
11 Systems Integration Support
Central Square Integration Support (Purchasing, Accounts
Receivable, Accounts Payable, Payroll)
SYITSU 1 USD 0.00
12 Systems Integration Support SYITSU 1 USD 0.00
13 Systems Integration Support SYITSU 1 USD 0.00
14 Systems Integration Support SYITSU 1 USD 0.00
15 Systems Integration Support SYITSU 1 USD 0.00
16 Systems Integration Support SYITSU 1 USD 0.00
17 Systems Integration Support SYITSU 1 USD 0.00
18 Systems Integration Support SYITSU 1 USD 0.00
19 Systems Integration Support SYITSU 1 USD 0.00
20 Systems Integration Support SYITSU 1 USD 0.00
Term 01 - 9/30/2022 - 9/29/2023 - Subscription TOTAL:USD 82,196.52
Term 02 - 9/30/2023 - 9/29/2024 -
Subscription
No.Product Code Quantity Price
1 OMS Premium OMSPRM 1 USD 40,139.35
2 Facilities Domain DOM001 1 USD 3,254.74
3 Parks & Recreation Domain DOM004 1 USD 2,711.94
4 Sanitary Sewer Domain DOM005 1 USD 3,254.74
5 Signal Domain DOM006 1 USD 3,254.74
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No.Product Code Quantity Price
6 Stormwater Domain DOM007 1 USD 3,254.74
7 Transportation Domain DOM008 1 USD 4,882.11
8 Walkability Domain DOM009 1 USD 1,627.37
9 Water Distribution Domain DOM010 1 USD 3,254.74
10 OMS User OMSUSR 206 USD 20,754.10
11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00
12 Systems Integration Support
Central Square Integration Support (Purchasing, Accounts
Receivable, Accounts Payable, Payroll)
SYITSU 1 USD 8,000.00
13 Systems Integration Support
Request Management (Rock Solid)
SYITSU 1 USD 5,000.00
14 Systems Integration Support
ArborAccess integration support
SYITSU 1 USD 1,200.00
15 Systems Integration Support
I-VU (Building Monitoring Systems) integration support
SYITSU 1 USD 2,000.00
16 Systems Integration Support
DigAlert: Receive/Submit Requests and Work Order
Creation
SYITSU 1 USD 960.00
17 Systems Integration Support
Inductive Automation Ignition (SCADA) integration support
SYITSU 1 USD 1,200.00
18 Systems Integration Support
GraniteNet: Push Scheduled Inspections/Work Orders
and CCTV Inspection Info Import integration support.
SYITSU 1 USD 1,600.00
19 Systems Integration Support
WACHS (Valve Turning Software) Integration Support
SYITSU 1 USD 960.00
20 Systems Integration Support
Fuel Systems Integration Support
SYITSU 1 USD 960.00
21 Systems Integration Support
Utility Billing Integration Support
SYITSU 1 USD 5,000.00
Term 02 - 9/30/2023 - 9/29/2024 - Subscription TOTAL:USD 119,268.57
Term 03 - 9/30/2024 - 9/29/2025 -
Subscription
No.Product Code Quantity Price
1 OMS Premium OMSPRM 1 USD 41,343.53
2 Facilities Domain DOM001 1 USD 3,352.38
3 Parks & Recreation Domain DOM004 1 USD 2,793.30
4 Sanitary Sewer Domain DOM005 1 USD 3,352.38
5 Signal Domain DOM006 1 USD 3,352.38
6 Stormwater Domain DOM007 1 USD 3,352.38
7 Transportation Domain DOM008 1 USD 5,028.57
8 Walkability Domain DOM009 1 USD 1,676.19
9 Water Distribution Domain DOM010 1 USD 3,352.38
10 OMS User OMSUSR 206 USD 22,018.02
11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00
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No.Product Code Quantity Price
12 Systems Integration Support
Central Square Integration Support (Purchasing, Accounts
Receivable, Accounts Payable, Payroll)
SYITSU 1 USD 8,240.00
13 Systems Integration Support
Request Management (Rock Solid)
SYITSU 1 USD 5,150.00
14 Systems Integration Support SYITSU 1 USD 1,235.00
15 Systems Integration Support
I-VU (Building Monitoring Systems) integration support
SYITSU 1 USD 2,060.00
16 Systems Integration Support SYITSU 1 USD 989.00
17 Systems Integration Support
Inductive Automation Ignition (SCADA) integration support
SYITSU 1 USD 1,236.00
18 Systems Integration Support
GraniteNet: Push Scheduled Inspections/Work Orders
and CCTV Inspection Info Import integration support.
SYITSU 1 USD 1,648.00
19 Systems Integration Support
WACHS (Valve Turning Software) Integration Support
SYITSU 1 USD 989.00
20 Systems Integration Support
Fuel Systems Integration Support
SYITSU 1 USD 989.00
21 Systems Integration Support
Utility Billing Integration Support
SYITSU 1 USD 5,150.00
Term 03 - 9/30/2024 - 9/29/2025 - Subscription TOTAL:USD 123,307.51
Term 04 - 9/30/2025 - 9/29/2026 -
Subscription
No.Product Code Quantity Price
1 OMS Premium OMSPRM 1 USD 42,583.84
2 Facilities Domain DOM001 1 USD 3,452.95
3 Parks & Recreation Domain DOM004 1 USD 2,877.09
4 Sanitary Sewer Domain DOM005 1 USD 3,452.95
5 Signal Domain DOM006 1 USD 3,452.95
6 Stormwater Domain DOM007 1 USD 3,452.95
7 Transportation Domain DOM008 1 USD 5,179.43
8 Walkability Domain DOM009 1 USD 1,726.48
9 Water Distribution Domain DOM010 1 USD 3,452.95
10 OMS User OMSUSR 206 USD 22,678.56
11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00
12 Systems Integration Support
Central Square Integration Support (Purchasing, Accounts
Receivable, Accounts Payable, Payroll)
SYITSU 1 USD 8,487.00
13 Systems Integration Support
Request Management (Rock Solid)
SYITSU 1 USD 5,304.50
14 Systems Integration Support SYITSU 1 USD 1,273.00
15 Systems Integration Support
I-VU (Building Monitoring Systems) integration support
SYITSU 1 USD 2,121.00
16 Systems Integration Support SYITSU 1 USD 1,019.00
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No.Product Code Quantity Price
17 Systems Integration Support
Inductive Automation Ignition (SCADA) integration support
SYITSU 1 USD 1,273.00
18 Systems Integration Support
GraniteNet: Push Scheduled Inspections/Work Orders
and CCTV Inspection Info Import integration support.
SYITSU 1 USD 1,689.00
19 Systems Integration Support
WACHS (Valve Turning Software) Integration Support
SYITSU 1 USD 1,018.00
20 Systems Integration Support
Fuel Systems Integration Support
SYITSU 1 USD 1,018.00
21 Systems Integration Support
Utility Billing Integration Support
SYITSU 1 USD 5,304.00
Term 04 - 9/30/2025 - 9/29/2026 - Subscription TOTAL:USD 126,816.65
Term 05 - 9/30/2026 - 9/29/2027 -
Subscription
No.Product Code Quantity Price
1 OMS Premium OMSPRM 1 USD 43,861.35
2 Facilities Domain DOM001 1 USD 3,556.54
3 Parks & Recreation Domain DOM004 1 USD 2,963.41
4 Sanitary Sewer Domain DOM005 1 USD 3,556.54
5 Signal Domain DOM006 1 USD 3,556.54
6 Stormwater Domain DOM007 1 USD 3,556.54
7 Transportation Domain DOM008 1 USD 5,334.81
8 Walkability Domain DOM009 1 USD 1,778.27
9 Water Distribution Domain DOM010 1 USD 3,556.54
10 OMS User OMSUSR 206 USD 23,358.92
11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00
12 Systems Integration Support
Central Square Integration Support (Purchasing, Accounts
Receivable, Accounts Payable, Payroll)
SYITSU 1 USD 8,742.00
13 Systems Integration Support
Request Management (Rock Solid)
SYITSU 1 USD 5,463.00
14 Systems Integration Support SYITSU 1 USD 1,311.00
15 Systems Integration Support
I-VU (Building Monitoring Systems) integration support
SYITSU 1 USD 2,185.00
16 Systems Integration Support SYITSU 1 USD 1,049.00
17 Systems Integration Support
Inductive Automation Ignition (SCADA) integration support
SYITSU 1 USD 1,311.00
18 Systems Integration Support
GraniteNet: Push Scheduled Inspections/Work Orders
and CCTV Inspection Info Import integration support.
SYITSU 1 USD 1,740.00
19 Systems Integration Support
WACHS (Valve Turning Software) Integration Support
SYITSU 1 USD 1,050.00
20 Systems Integration Support
Fuel Systems Integration Support
SYITSU 1 USD 1,050.00
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No.Product Code Quantity Price
21 Systems Integration Support
Utility Billing Integration Support
SYITSU 1 USD 5,463.00
Term 05 - 9/30/2026 - 9/29/2027 - Subscription TOTAL:USD 130,443.46
Summary By Term - Includes Services & Subscriptions
_____________________________________________________________________________________________________________________________
Total Term 1 USD 82,196.52
Total Term 2 USD 119,268.57
Total Term 3 USD 123,307.51
Total Term 4 USD 126,816.65
Total Term 5 USD 130,443.46
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Total Term 5 USD 130,443.46
Subscription Total (5 Terms)USD 582,032.71
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Investment Notes:
•Any Customer Purchase Order, Contract, and/or Agreement must reference Cartegraph PurchaseAgreement: PA-22-05179.
•Purchasing the Solutions presented herein through any alternative procurement method will require
a revised price proposal which may include an associated price adjustment.
•Prices may include discounts, concessions, or incentives that are only applicable to this transactionand should not be assumed for future purchases.
•Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes
are the responsibility of Customer and will appear on the respective invoice.
•Prices do not include any applicable Esri ArcGIS licenses.
•Prices are in U.S. Dollars ($USD).
•Prices for the Initial Term are valid only if this Purchase Agreement is executed by 11/8/2022.
•The preprinted terms of a purchase order or any other similar document will not apply to or modify
this Purchase Agreement or any other mutually agreed upon autorenewal thereof.
•Cartegraph will commit to maintaining the cost of new users licenses at $96.00 per additional user
for 24 months from the date of this Agreement.
•The Cartegraph license will include two (2) registrations to the 2023 CarteCon national conference.
•The Cartegraph license will include one (1) complimentary “Admin Certification Training Course”
registration for the Carlsbad OMS administrator to learn the ins-and-outs, tips, and best practices to
make the most of the City’s investment.
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City of Carlsbad, CA / 9/15/2022
Payment
In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph theFees as described below:
DELIVERY
Upon execution of this Purchase Agreement, Cartegraph will provide the Solution Subscriptions and/or
Solution Services as detailed in the Investment Summary.
SOLUTION SUBSCRIPTION INVOICING
Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of
this Purchase Agreement. The payment for the initial term is due upon execution of the Purchase Agreement.
Payment for any subsequent renewal terms will be due in annual installments as specified herein and prior to
the anniversary of the initial term in the amount(s) that follow:
• Term 1: $82,196.52
• Term 2: $119,268.57
• Term 3: $123,307.51
• Term 4: $126,816.65
• Term 5: $130,443.46
•Subscription Total (5 Terms): $582,032.71
PAYMENT
•All payments are due Net 30 days from date of invoice.•All payments are to be in U.S. Dollars ($USD).
•For customers within the United States, any applicable taxes required at the time of invoice will be
determined based on the laws and regulations of the taxing authority(s) governing the "Customer
Address" identified herein.
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Acceptance
BY SIGNING BELOW, EACH PARTY AGREES THAT 1) ITS SIGNATORY HAS THE AUTHORITY TO
BIND THEIR PARTY TO THIS OBLIGATION, AND 2) THAT ALL USE AND ACCESS TO THE SOLUTION
SUBSCRIPTION AND/OR SOLUTION SERVICES DESCRIBED HEREIN SHALL BE GOVERNED BY THE
TERMS AND CONDITIONS IN THE FOLLOWING ORDER OF PRECEDENCE A) A CUSTOMER AGREEMENT
(IF APPLICABLE), B) THIS PURCHASE AGREEMENT AND ALL AGREEMENTS AND ADDENDUMS
SPECIFICALLY REFERENCED HEREIN, AND C) THE CARTEGRAPH SOLUTIONS AGREEMENT.
CARTEGRAPH SYSTEMS LLC CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
(sign here) SCOTT CHADWICKCity Manager
(print name/title)
ATTEST:
By:
(sign here) FAVIOLA MEDINA
City Clerk Services Manager
(print name/title)
APPROVED AS TO FORM:
CINDIE K. MCMAHON, City Attorney
BY: _____________________________ City Attorney
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CFOAndrew Dingman
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ADDENDUM A: SOLUTIONS AGREEMENT
City of Carlsbad, CA, Modified: 09/15/2022
This Cartegraph Solutions Agreement (“Agreement”) is a contract between Cartegraph Systems LLC, a Delaware corporation, having its principal place of business at 3600 Digital Drive, Dubuque, Iowa 52003 (“Cartegraph”) and you, or if you represent an entity or other organization, that entity or organization, (in either case, the “Customer”). Cartegraph and Customer may be referred to in this Agreement collectively as the “parties” or individually as a “party.”
Cartegraph provides certain hosted operations management and asset management solutions (the “Cartegraph Solutions” or “Solutions”). Customer desires to purchase a subscription to access and use certain of the Cartegraph Solutions for Customer’s own internal use and operations.
This Agreement sets forth the terms and conditions under which Cartegraph will agree to provide Customer with a subscription to access and use those Solutions specified in written Purchase Agreements referencing this Agreement entered into by Cartegraph and Customer (each, a “Purchase Agreement”) and perform those services specified in each Purchase Agreement (the services provided by Cartegraph under this Agreement, including the services made available through the Solutions, the “Services”). All access to and use of the Solutions and the performance of all Services are subject to the terms of this Agreement.
This Agreement includes any Purchase Agreement entered into by the parties referencing this Agreement and any written Addendum attached to a Purchase Agreement, including descriptions of any Solutions or Services (each, an “Addendum”), all of which are hereby incorporated into and made a part of this Agreement. Unless you later enter into any other Agreement with Cartegraph regarding the Solutions and Services, this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties, in relation to the subject matter of this Agreement. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English (US) meaning.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, THROUGH THE EXECUTION OF A PURCHASE AGREEMENT THAT REFERENCES THIS AGREEMENT, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT OR ANY PURCHASE AGREEMENT, CARTEGRAPH IS NOT WILLING TO PROVIDE YOU, AS CUSTOMER, WITH ACCESS TO OR USE OF CARTEGRAPH SOLUTIONS OR SERVICES, AND YOU MUST NOT ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES. IF YOU ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND ANY PURCHASE AGREEMENT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.
1.TERM.
The term of this Agreement shall begin upon the execution of an initial Purchase Agreement under this Agreement and, unless earlier terminated as permitted herein, shall continue for the period of time specified in that Purchase Agreement (“Initial Term”). The execution of any subsequently added Purchase Agreement under this Agreement shall not extend the Initial Term unless otherwise expressly stated in that Purchase Agreement. Unless otherwise stated in an applicable Purchase Agreement under this Agreement, the Initial Term of this Agreement shall automatically renew for successive additional 1 year renewal periods (each, a “Renewal Term”) unless either party provides the other party with written notice of its intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term.
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2. SOLUTIONS.
2.1 FUNCTIONALITY.
The Solutions will include the functionality described in the applicable Purchase Agreement or Addendum for each Solution. Cartegraph may from time to time update, change, or revise the functionality of the Solutions, provided the functionality of the Solutions is not materially decreased from that described in the applicable Purchase Agreement or Addendum to a Purchase Agreement.
2.2 SUBSCRIPTION.
Subject to the terms and conditions of this Agreement, during the term of this Agreement Cartegraph will provide Customer with a non-exclusive, non-transferable, and non-sublicensable subscription to allow employees and independent contractors of Customer (“Users”) to access and use the Solutions, solely for purposes of Customer’s own internal use and operations. If Customer has purchased a per-user subscription, as indicated in the applicable Purchase Agreement, only the finite number of subscriptions indicated in each applicable Purchase Agreement have been purchased by Customer and only that finite number of Users may access and use the Solutions at any given time. If Customer has purchased an unlimited subscription, as indicated in the applicable Purchase Agreement, all Users associated with Customer are permitted to access and use the Solutions at any given time. In either case, the subscription applies only to the Users and does not allow access to or use of the Solutions by any affiliated entities or organizations, or any other entity unless approved in advance by Cartegraph in writing.
2.3 ACCESS.
Customer may access the Solutions solely through the account established for Customer (an “Account”). Customer will be permitted to establish user identifications and passwords through which individual Users may access the Solutions through Customer’s Account (“User IDs”). Each User ID is issued to a specific User and may be used only by that User. Customer will ensure that all information about each User provided to Cartegraph in connection with establishing each User ID is accurate and complete and will maintain that information as accurate and complete throughout the term of this Agreement. Customer is and will remain solely responsible for all use of the Solutions by any User and for compliance by each User with the applicable terms of this Agreement. If Customer authorizes an independent contractor or consultant as a User, in addition to being responsible for such independent contractor’s or consultant’s actions as a User, Customer shall also require such independent contractor or consultant to agree to terms at least as protective of the Solutions as those contained in this Agreement prior to being granted access to the Solutions. Customer will ensure the security and confidentiality of each User ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions. Customer will notify Cartegraph promptly of any such unauthorized access or use of the Solutions or if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that Customer is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Solutions through Customer’s Account or by any User (whether lawful or unlawful) and that any Services used or transactions facilitated through Customer’s Account or under any User ID will be deemed to have been completed by Customer. In no event will Cartegraph be liable for the foregoing obligations or any failure by Customer to fulfill such obligations.
2.4 RESTRICTIONS.
The Solutions, the software, hardware, databases, and other technology used by or on behalf of Cartegraph to provide the Solutions (the “Cartegraph Technology”), and their structure, organization, and underlying data, information, and source code, constitute valuable trade secrets of Cartegraph and its licensors. As a condition to the use of and access to the Solutions, Customer will not, and will not permit any User or other third party to: (a) access or use the Solutions except as expressly permitted by this Agreement; (b) access or use the Cartegraph Technology directly, except through the Solutions as expressly provided in this Agreement; (c) use the Solutions in any unlawful or illegal manner or in any other manner that could damage, disable, overburden or impair the Cartegraph Technology; (d) use automated scripts to collect information from or otherwise interact with the Cartegraph Technology; (e) alter, modify, reproduce, create derivative works of the Cartegraph Technology; (f) distribute, sell, resell, lend, loan, lease, license, sublicense, transfer, or otherwise make available the Solutions or any of Customer’s rights to access or use the Solutions or any Service to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the
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source code or method of operation of or any trade secrets embodied in the Cartegraph Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Cartegraph Technology; (i) use the Cartegraph Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, business intelligence, data mining, or competitive purposes; or (j) interfere in any manner with the operation or hosting of the Cartegraph Technology.
2.5 THIRD PARTY OFFERINGS.
Customer agrees and acknowledges that certain portions of the Solutions may be provided by third-party providers (“Third-Party Offerings”). Customer’s access to and use of any Third-Party Offering is also subject to any other agreement separate from this Agreement that Customer may enter into (or may have entered into) relating to those Third-Party Offerings (“Third Party Terms”). In addition to the terms of this Agreement, access to and use of each Third-Party Offerings is also subject to the terms and conditions of any Third-Party Terms applicable to that Third-Party Offering. Except as set forth in this Agreement, any applicable Third-Party Terms will control in the event of a conflict between the terms of this Agreement and those Third-Party Terms. Except as expressly set forth in any Third-Party Terms, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Offerings.
3. SERVICES.
If Customer enters into a Purchase Agreement, including any applicable Addendum specifying any of the following Services, Cartegraph will use commercially reasonable efforts to provide those Services to Customer during the term of this Agreement. All such Services are provided subject to the terms and conditions of this Agreement. Cartegraph has no obligation to provide any of the following Services unless specified in a Purchase Agreement or Addendum to this Agreement.
3.1 ON-SITE INSTALLATION SERVICES.
Cartegraph will provide Customer with deployment and installation Services for the Solutions if indicated in a Purchase Agreement (“On-Site Installation Services”). On-Site Installation Services will be subject to scheduling in cooperation with Customer. Customer will provide all equipment and hardware stated in such Purchase Agreement, and any additional equipment and hardware reasonably necessary for the operation of the Solutions. Customer shall be responsible for maintaining the equipment and hardware, which shall include providing sufficient resources (e.g., electricity, HVAC, or other resources) necessary for the equipment and hardware to properly operate. Cartegraph’s warranties and indemnification obligations contained in this Agreement shall be limited to the extent that such obligation arises from Customer’s equipment and hardware. Customer shall coordinate with Cartegraph to provide Cartegraph with the level of access to the equipment and hardware to perform On-Site Installation Services and any other Services as specified in a Purchase Agreement. If no level of access is specified in a Purchase Agreement, then all access by Cartegraph to the equipment and hardware shall be remote access. Unless otherwise specified in a Purchase Agreement, Cartegraph shall have no obligation to perform the On-Site Installation Services, or any other Services, on Customer’s premises. If Cartegraph determines that it is necessary to perform any Services on Customer’s premises, Cartegraph shall first receive approval from Customer prior to performing such Services on Customer’s premises. Cartegraph shall have no responsibility to Customer for any liability to the extent that such liability arises from Customer’s failure to provide Cartegraph sufficient or timely access to the equipment or hardware. Customer understands that Customer does not receive any rights to the Cartegraph Technology separate and apart from Customer’s right to access the Solutions installed on-site by Cartegraph as described in this Agreement. If Customer requires additional rights to access the Solutions, Customer shall obtain Cartegraph’s prior written consent. Upon termination or expiration of this Agreement, Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Technology then in Customer’s possession or control and certify in writing signed by an officer of Customer that it has fully complied with the foregoing obligations.
3.2 SUPPORT SERVICES.
Cartegraph will provide Customer with support services for the solutions as specified in Addendum C as attached to the Purchase Agreement (“Solutions Support”).
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3.3 FIELD SERVICES.
Cartegraph will provide Customer with the field implementation Services for the Solutions as specified in Addendum B if such Addendum is attached to a Purchase Agreement (“Field Services”). Field Services will be subject to scheduling in cooperation with Customer.
3.4 Not used.
3.5 PROFESSIONAL SERVICES.
Cartegraph will perform any additional professional Services relating to the Solutions (“Professional Services”) if specified in any written statement of work mutually agreed to by both parties under this Agreement. Cartegraph will perform all Professional Services at the rates for those Professional Services set forth in each applicable statement of work, or, if no rates are set forth in an applicable statement of work, at Cartegraph’s then-current rates for those Professional Services. Professional Services shall be performed during the working hours stated in the statement of work applicable to those Professional Services, or, if no working hours are stated, the Professional Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays.
4.SOFTWARE.
Cartegraph may provide Customer with software in connection with the Solutions (“Software”). Unless any Software provided by Cartegraph in connection with the Solutions is subject to a license or other agreement separate from this Agreement that Customer has entered into (or may enter into) with Cartegraph (a “Software License Agreement”), Cartegraph grants Customer a limited, non-exclusive, non-transferrable, non-assignable, license solely to install and execute the Software in accordance with the instructions provided by Cartegraph for Customer’s own internal use and operations in connection with Customer’s access to and use of the Solutions. Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), Customer is granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software, and Customer may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, transfer, sell, distribute, or in any way exploit any Software without the prior written permission of Cartegraph. Except as set forth in this Agreement, the terms of any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. Customer agrees that use of the Software is limited as described in the Purchase Agreement, as either: (1) Browser Based User – Each browser-based User is defined by User ID; or For Server Software – One copy of Software for each server. Customer agrees that Cartegraph may audit Customer’s Software usage remotely or on-site upon reasonable notice and during standard business hours. Prevention of audit by Customer may be grounds for termination of this Agreement. Cartegraph and its licensors will not be responsible to Customer for loss of use of any Software or for any other liabilities arising from alterations, additions, adjustments, or repairs which are made to any Software by Customer or other third parties. Cartegraph reserves the right to terminate the licenses granted to any Software or any Services provided in connection with that Software upon written notice to Customer if any such alteration, addition, adjustment, or repair adversely affects Cartegraph’s ability to render Services.
5. FEES AND PAYMENT.
5.1 FEES.
Customer agrees to pay Cartegraph all fees specified in any Purchase Agreement and as otherwise specified in this Agreement (“Fees”).
5.2 PAYMENT.
All Fees will be invoiced in advance in accordance with the terms applicable to such Fees. If no terms for an applicable Fee are set forth in the applicable Purchase Agreement, such Fees will be invoiced on a monthly basis following the end of the month in which they were incurred. All Fees as set forth on each invoice issued by Cartegraph under this Agreement will be due and payable by Customer in immediately available U.S. funds within 30 days of the date of invoice. If Customer has not made payment within 30 days of the date of invoice, Customer shall be in default. Customer’s default will constitute sufficient cause for Cartegraph to
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suspend Customer’s access to the Solutions or any Services upon notice to Customer. All Fees will be non-refundable once paid to Cartegraph (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If Cartegraph requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer will be responsible for those expenses. Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.
5.3 TAXES.
The Fees do not include any local, state, provincial, federal or foreign taxes, levies, assessments, duties, or other governmental charges of any kind or nature, including, without limitation, any value-added tax (VAT), stamp or other similar tax, social security (or local equivalent), state or regional tax, or income or other federal tax (“Taxes”). Customer is responsible for paying all Taxes that may be imposed by way of the performance of either party under this Agreement, excluding only Taxes based on Cartegraph's net income. If Cartegraph is found or deemed to have a legal obligation to pay or collect any Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Cartegraph with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.4 FEE INCREASES.
Beyond the final Term of this Agreement, Cartegraph may increase the Fees applicable to Customer to the then-current prices for the next Renewal Term by providing notice of such increase at least 60 days before the beginning of such Renewal Term. If after receiving such notice Customer wishes not to renew the Agreement for the next Renewal Term, Customer must provide written notice to Cartegraph of Customer’s intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. Fees will not increase more than 5% from the Initial Term included in this Purchase Agreement.
5.5 EXPENSES.
Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement. Cartegraph shall not exceed the estimated expenses without written approval from Customer.
6. TERMINATION.
6.1 TERMINATION FOR CAUSE.
Either party may terminate this Agreement immediately upon notice to the other party if the other party: (a) materially breaches this Agreement and fails to remedy such breach within 30 days after receiving notice of the breach from the other party; (b) materially breaches this Agreement in a manner that cannot be remedied; or (c) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business.
6.2 SERVICE DISCONTINUANCE.
If Cartegraph at any time discontinues offering any Solutions or any Services to new customers, Cartegraph will give Customer reasonable advance notice of such discontinuation. Upon such date of discontinuation, Cartegraph will have the right to terminate this Agreement as to those Solutions or Services upon notice to Customer. As of the date of termination, Cartegraph will credit to Customer, on a pro-rated basis, any pre-paid Fees under this Agreement and Cartegraph shall have no further obligation to provide the Solutions or any Service under this Agreement.
6.3 SUSPENSION.
Without limiting Cartegraph’s right to terminate this Agreement, Cartegraph may suspend Customer’s access to the Solutions or any Services upon notice to Customer following any breach of this Agreement if deemed reasonably necessary by Cartegraph to prevent any damage, injury, or harm to Cartegraph, the Cartegraph Technology, any other Cartegraph customer, or any third party.
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6.4 EFFECT OF TERMINATION.
All Purchase Agreements shall terminate immediately upon termination of this Agreement. Upon termination or expiration of this Agreement for any reason, and following any applicable Transition Period: (a) Cartegraph may cease providing access to all Solutions and Services under this Agreement; (b) all subscriptions and other rights and licenses granted to Customer under this Agreement will terminate; (c) Customer will immediately cease all use of and access to all Solutions and Services; (d) all Fees and other amounts then owed by Customer under this Agreement will become immediately due and payable to Cartegraph; (e) Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Data and Cartegraph Confidential Information (each as defined below) then in Customer’s possession or control; and (f) Cartegraph will either return to Customer or, at Customer's discretion, destroy any Customer Data and Customer Confidential Information) then in Cartegraph’s possession or control. The following Sections will survive termination or expiration of this Agreement for any reason: 5 (Fees and Payment), 6.4(Effect of Termination), 7 (Ownership), 10 (Disclaimer), 11 (Indemnification), 12 (Limitation on Liability), 14 (Confidentiality), 15 (Governing Law), 16 (Non-Solicitation), 17 (Force Majeure), 18 (Notice), and 19 (Additional Terms).
6.5 TRANSITION SERVICES.
Except in the case of a termination under Section 6.1 by Cartegraph, at any time prior to the effective date of any termination or expiration of this Agreement, Customer may request that Cartegraph continue to provide Customer with any Services then provided under this Agreement for purposes of transitioning and migrating Customer off of the Solutions (“Transition Services”). Upon such request, the parties will develop a mutually agreed to transition plan describing the Transition Services and each party’s respective obligations in connection with the transition and migration of Customer off of the Solutions (“Transition Plan”). Cartegraph will provide the Transition Services for the period agreed to in the Transition Plan, such period not to exceed 180 days following termination or expiration of this Agreement (the “Transition Period”). Customer will compensate Cartegraph for all Transition Services at rates specified in the Transition Plan or, if no rates are agreed upon by the parties prior to the performance of the Transition Services, at Cartegraph’s then current rates for the Services. All Transition Services will otherwise be subject to the terms of this Agreement.
7. OWNERSHIP.
Cartegraph retains all right, title, and interest in and to the Solutions, Cartegraph Technology, Cartegraph Data, any additions, improvements, updates, new versions, or other modifications thereto created by either party, whether or not through the Services, alone, jointly, or with any third party, and all IPR (as defined below) therein and related thereto. Customer does not receive any ownership interest in or to any of the foregoing, and no right or license is granted to Customer to use any of the foregoing apart from Customer’s right to access and use the Solutions under this Agreement. Customer will perform all acts reasonably necessary to assist Cartegraph in perfecting and defending Cartegraph’s ownership interest in any of the foregoing. Without limiting the foregoing, Customer agrees to and does hereby make all assignments necessary to provide Cartegraph with the ownership rights set forth in this Section. All names and logos associated with the Solutions and other Services are trademarks of Cartegraph (or its third-party providers) and no right or license is granted to Customer to use them. Any rights not expressly granted to Customer hereunder are reserved by Cartegraph. Customer will not remove or alter any proprietary rights legend on the Solutions, Cartegraph Technology, or Cartegraph Data. For purposes of this Agreement, “IPR” means any and all intellectual property and other proprietary rights throughout the world, including, all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, rights in data and databases, and contract rights.
8.DATA.
8.1 CUSTOMER DATA.
As between Customer and Cartegraph, Customer retains ownership of all data, information, and other content provided to Cartegraph or through the Solutions by or on behalf of Customer (“Customer Data”). Customer is responsible for all Customer Data, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Customer will obtain and maintain all authorizations, approvals, permissions, and other rights necessary for Cartegraph to use and process all Customer Data in the performance of the
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Services and any other obligations of Cartegraph under this Agreement. Cartegraph will maintain an adequate back-up of all Customer Data as expressly defined in Cartegraph’s Data Retention Policy. Cartegraph will not be responsible or liable for any deletion, correction, destruction, damage, or loss resulting from Customer actions. Any suggestions, comments and/or feedback provided by Customer or its Users in regard to the Solution are not Customer Data and all information or intellectual property rights therein or relating thereto are and shall remain the exclusive property of Cartegraph or its third-party licensors. Customer Data shall not include any confidential personally identifiable information. The service provider shall permit its personnel and contractors to access Customer Data remotely only as required to provide technical support.
8.2 CARTEGRAPH DATA.
As between Cartegraph and Customer, Cartegraph retains ownership of all data, information, and other content provided to Customer through the Solutions and the other Services, excluding any Customer Data (“Customer Data”). Subject to the terms of this Agreement, Customer may access the Cartegraph Data without modification solely for Customer’s own internal business purposes in connection with Customer’s use of and access to the Solutions. Cartegraph uses commercially reasonable measures to ensure the accuracy and reliability of all Cartegraph Data, but except as expressly provided herein Cartegraph will not be responsible for any erroneous data, information, or content provided through the Solutions. Except as expressly provided in this Agreement, Customer is granted no rights in or to the Cartegraph Data.
8.3 DATA SECURITY.
Cartegraph shall establish and maintain during the term an information security policy providing for reasonable administrative, technical, physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Customer Data in the possession or control of Cartegraph, which safeguards and measures are compliant with applicable federal, state, provincial, or local laws, rules, and regulations (“Laws”). Customer will establish and maintain during the term reasonable and appropriate administrative, technical, and physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Cartegraph Data in the possession or control of Customer, which safeguards and measures are consistent with applicable Laws. Each party will promptly notify the other party of any data security breach or similar incident that has, or might have, compromised the privacy or security of any Customer Data or, in the case of Customer, any Cartegraph Data in the possession or control of such party. Each party will indemnify and hold harmless the other party from and against any damages or losses asserted against or incurred by the other party arising out of or related to a breach of a party’s data security obligations.
8.4 DATA PRIVACY.
Cartegraph may use and disclose data and information collected through the operation of the Solutions solely as described in this Agreement and in Cartegraph’s then-current privacy policy applicable to the Solutions. Notwithstanding anything to the contrary in the privacy policy, Cartegraph will have the right to collect and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer’s access to and use of the Solutions. To the extent any such non-personal information is collected or generated by Cartegraph, the data and information may be used by Cartegraph, or its permitted service providers, for any lawful business purpose, provided that the data and information is used only in an aggregated form, without directly identifying Customer, or any other User, as the source thereof.
9. REPRESENTATIONS AND WARRANTIES.
9.1 GENERAL.
Each party represents, warrants, and covenants to the other party that: (a) it has and will continue to have during the term hereof, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b) the performance of its obligations under this Agreement does not and will not violate any Law applicable to such party’s performance, any rights of any third party, or any agreement by which such party is bound; and (c) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement.
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9.2 PERFORMANCE.
During the term of this Agreement, Cartegraph represents and warrants to Customer that Cartegraph will use commercially reasonable efforts to maintain and verify that the Solutions operate in accordance with the applicable documentation for the Solutions provided to Customer by Cartegraph and in accordance with any other levels of performance specified in this Agreement or applicable Purchase Agreement. Cartegraph’s sole obligation and Customer’s sole and exclusive remedy in the event of any failure of the Solutions to comply with any such performance levels will be for Cartegraph to, at its option: (a) remedy the failure or re-perform the affected Services; or (b) refund Customer the portion of any Fees applicable to the portion of the Solutions subject to the failure.
9.3 NON-INFRINGEMENT.
Cartegraph represents and warrants to Customer that the use by Customer of the Solutions during the term and in accordance with this Agreement (the “Covered Services”) will not infringe any third party U.S. patent or copyright or misappropriate any third party trade secret in existence under any Laws of any state within the U.S. As Cartegraph’s sole obligation and Customer’s sole and exclusive remedy for of any failure by Cartegraph to comply with the foregoing sentence, Cartegraph will defend Customer against any such failure as set forth in Section 11.2.
10. DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTIONS AND ALL SERVICES UNDER THIS AGREEMENT, AND ALL CARTEGRAPH DATA PROVIDED THROUGH THE SOLUTIONS OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE” AND CARTEGRAPH AND ITS PROVIDERS EXPRESSLY DISCLAIM, AND CUSTOMER DISCLAIMS ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARTEGRAPH, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.
11. INDEMNIFICATION.
11.1 GENERAL.
Each party (the “Indemnifying Party”) will defend the other party and its officers, directors, employees, and agents (its “Related Parties”) from and against any claim, allegation or action (any “Action”) brought against the other party or one of its Related Parties by a third party (other than by the other party itself or another of its Related Parties) to the extent relating to, resulting from, or arising out of the gross negligence or willful misconduct of the Indemnifying Party in the performance (or failure to perform) any of its obligations under this Agreement. The Indemnifying Party will further pay those losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys' fees and court costs) (“Losses”) finally awarded against the other party or one of its Related Parties in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable.
11.2 NON-INFRINGEMENT.
Cartegraph will defend Customer from and against any Action brought against Customer by a third party (other than a Customer Related Party) that the use by Customer of the Covered Services infringes any U.S. patent, or copyright or misappropriates any trade secret in existence under any Laws of any state within the U.S. Cartegraph will pay those Losses finally awarded against Customer in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. If Customer is, or Cartegraph reasonably believes Customer may be, enjoined from using any Covered Service due to an Action covered by this Section, Cartegraph may procure the right for Customer to continue using the Covered Service, replace or modify the Covered Service so that it becomes non-infringing, or terminate this Agreement and provide Customer a refund of any pre-paid amounts applicable to the Covered Service (if any). Cartegraph will have
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no obligation under this Section or otherwise with respect to any Action or Losses in the case of: (a) any use of any Covered Service other than by Customer; (b) any use of any Covered Service not under and in accordance with this Agreement; (c) any use of any Covered Service in combination with products, equipment, services, processes, software, data or information not supplied by Cartegraph; or (d) any modification of or enhancement to any Covered Service other than by Cartegraph. This Section constitutes Cartegraph’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any infringement or misappropriation of IPR or any other rights relating to the solutions.
11.3 BY CUSTOMER.
Customer will defend Cartegraph and its Related Parties from and against any Action brought against Cartegraph or one of its Related Parties by a third party (other than by Cartegraph or another Cartegraph Related Party) to the extent relating to, resulting from, or arising out of any: (a) any violation of any Law caused by the use of or access to the Solutions by Customer; or (b) any claim or allegation by a User or other third party relating to use of or access to the Solutions or any Services by Customer. Customer will only pay those Losses finally awarded against Cartegraph in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable.
11.4 CONDITIONS.
All obligation of each party to defend or indemnify the other party or any Related Party under this Agreement are conditioned upon the party seeking defense or indemnification (the “Indemnified Party”) providing the other party with: (a) prompt notice of any such claim for indemnification or defense after receiving notice thereof; (b) sole control over the defense and settlement of such claim, provided that any settlement that will require the other party to assume any liability other than the payment of monies will be subject to the other party’s prior written consent; and (c) reasonable assistance in such defense or settlement (at the indemnifying or defending party’s expense).
12. LIMITATION ON LIABILITY.
IN NO EVENT WILL CARTEGRAPH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THIS AGREEMENT, INCLUDING THE USE OF OR ACCESS TO THE SOLUTIONS OR ANY SERVICES OR THE CARTEGRAPH TECHNOLOGY (OR ANY CARTEGRAPH DATA), EVEN IF CARTEGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. CARTEGRAPH’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTIONS, AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO CARTEGRAPH HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. CUSTOMER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT CARTEGRAPH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CARTEGRAPH’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. INSURANCE.
Cartegraph will obtain and maintain for the duration of this Purchase 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 Cartegraph or Cartegraph’s employees. 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-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in
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the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
13.1 Coverage and Limits.
Cartegraph will maintain the types of coverage and limits indicated below unless the Customer’s Risk Manager or City Manager approves a lower amount. These amounts of coverage will not constitute any limitations or cap on Cartegraph’s indemnification obligations under this Agreement. Customer, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Cartegraph pursuant to this Purchase Agreement are adequate to protect Cartegraph. If Cartegraph believes that any required insurance coverage is inadequate, Cartegraph may obtain such additional insurance coverage, as Cartegraph deems adequate, at Cartegraph’s sole expense.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (if the use of an automobile is involved for Cartegraph’s work for Customer). $1,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code or the equivalent statutory coverage for their home state.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Cartegraph’s profession with limits of not less than $1,000,000 aggregate. Coverage must be maintained for a period of one year following the date of completion of the work.
13.1.5 Cyber Insurance. Coverage limit in the amount of $2,000,000 aggregate.
13.2 Additional Provisions. Cartegraph will ensure that the policies of insurance required under this Purchase Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The Customer will be added as an additional insured on Commercial General Liability which shall provide primary coverage to the Customer.
13.2.2 Cartegraph will obtain occurrence coverage, excluding Professional Liability and Cyber Insurance, which will be written as claims-made coverage.
13.2.3 This insurance will be in force during the life of this Purchase Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Customer pursuant to the Notice provisions of this Purchase Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Following Customer’s execution of this Purchase Agreement, Cartegraph will furnish certificates of insurance and any applicable endorsements to Customer.
14. CONFIDENTIALITY.
14.1 PROTECTION.
The parties expect to share information with each other related to the business and activities identified in this Agreement (“Purpose”). Each party (the “Receiving Party”) may from time to time receive or otherwise obtain data or information regarding the business, finances, services, or technology of the other party (the “Disclosing Party”), including, without limitation, technical, advertising, marketing, sales, financial, pricing, employee, customer, and planning information, or any other information that by its very nature the Receiving Party should know is confidential (“Confidential Information”). The Receiving Party will not use any
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Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or permitted contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner as the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care.
14.2 CONFIDENTIAL OR PROPRIETARY INFORMATION.
Confidential Information means all trade secrets or proprietary information conveyed by one party to the other as defined below. Each party will hold in confidence, and will not disclose to any unauthorized personnel, any Confidential Information of the other party. Each party will use such Confidential Information only for the Purpose for which it is intended. Each party deems all software and related documentation provided by the other party to be Confidential Information.
For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information,invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts,reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software,source code, object code, flow charts, databases, inventions, information and trade secrets; AND (a) anyinformation marked “Confidential” or “Proprietary” or the like; and (b) any other information that shouldreasonably be recognized by Receiving Party as Confidential Information of the Disclosing Party. ConfidentialInformation need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to bedesignated Confidential Information.
Information which is orally or visually disclosed by one party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute Confidential Information of the releasing party if: (a)it would be apparent to a reasonable person, familiar with the business of the releasing party and theindustry in which it operates, that such information is of a confidential or proprietary nature; or (b) Thereleasing party, within thirty (30) days after such disclosure, delivers to the receiving party a written documentdescribing such information and referencing the place and date of such oral, visual, or written disclosure, andthe names of receiving party personnel to whom such disclosure was made.
Each party agrees not to use any confidential or proprietary information received by it under this Agreement for any purpose other than the Purpose. Except as otherwise permitted hereunder, each party agrees not to disclose any Confidential Information received by it under this Agreement to any third party, corporation, or other entity without the prior written consent of the other party and shall limit its disclosure to its employees having a need to know such information. Each party will adopt and maintain programs and procedures which are reasonably calculated to protect confidential or proprietary information, and will be responsible to the other party for any unauthorized disclosure or misuse of confidential or proprietary information which results from a failure to comply with this provision. Each party will promptly report to the other party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by and at the expense of the offended party to prevent, control, or remedy any such violation.
14.3 LIMITATION ON OBLIGATIONS.
The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party as of the Effective Date; (b) is disclosed to the Receiving Party after the Effective Date by a third party who had the right to make suchdisclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party becomes,generally available to the public. The Receiving Party may disclose the Confidential Information of theDisclosing Party if compelled or required to do so by a court of competent jurisdiction or other governmental
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entity having jurisdiction over the Receiving Party, provided that the Receiving Party provides the Disclosing Party with notice of such requirement and provides reasonable assistance to the Disclosing Party in any attempts to contest such disclosure or obtain a protective order or other applicable limitation with respect to such disclosure. In any event, the Receiving Party will be entitled to receive payment of its expenses and costs actually incurred in responding to such disclosure request and will disclose only such portion of any Confidential Information as it is legally compelled or required to disclose.
14.4 OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY
Each party is, and will remain, the exclusive owner, or is the authorized agent of the owner, of its software and other Confidential Information. All patent, copyright, trade secret, trademark, and other intellectual property rights remain solely with the party. No license or conveyance of any such rights to the other party is granted or implied under this Agreement. Use, examination, reproduction, copying, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of a party’s software is strictly prohibited except as provided for under this Agreement.
14.5 RETURN OF CONFIDENTIAL INFORMATION.
The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or when such Confidential Information is no longer needed in connection with its performance under this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations.
15. GOVERNING LAW.
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the state/province where the Customer has its principal place of business. Each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state/provincial court in the state/province where the Customer has its principal place of business, and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts.
16. NON-SOLICITATION.
During the term of this Agreement and for a period of 12 months thereafter, Customer will not, directly or indirectly, for itself or on behalf of or in conjunction with any other third party, solicit, induce, hire, contract with, or engage the employment of an employee of Cartegraph, unless Customer: (1) obtains the prior written consent of Cartegraph, as applicable; and (2) pays Cartegraph as applicable a fee to be mutually agreed upon. If Customer directly employs or contracts with an employee of Cartegraph without the prior written consent of Cartegraph, Customer shall pay as damages 2 times the then yearly salary of the employee in question. The parties acknowledge and agree that the foregoing is not intended as a penalty of any kind but as reasonable and adequate compensation to Cartegraph in the event Customer should directly employ or contract with an employee of Cartegraph without the prior written consent of Cartegraph.
17. FORCE MAJEURE.
Neither party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay Fees, if such failure or delay is due to acts of God, war, terrorism, strikes, boycotts, labor disputes, fire or other loss of facilities, accident or any other cause beyond its control (each, a “Force Majeure”). If the performance of any obligation under this Agreement by either party is prevented, restricted or interfered with by reason of a Force Majeure event, the party whose performance is so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such Force Majeure event, provided that the party so affected will take all reasonable steps to avoid or remove such causes of non-performance and will continue performance hereunder with dispatch whenever such causes are removed.
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18.NOTICE.
All notices, reports, consents, authorizations and approvals to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3) facsimile transmission, provided that an original copy of a transmission will be delivered by some other means permitted under this Agreement; or (4) certified mail, return receipt requested, to the other party at its respective addresses set forth above. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party.
19.BUSINESS LICENSE.
Cartegraph will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
20. ADDITIONAL TERMS.
Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer’s access to and use of the Solutions and all Services and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties. Except as expressly set forth in this Agreement, this Agreement may be modified or amended only in writing signed by both parties. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned without the prior written approval of Cartegraph. Any assignment in violation of the foregoing will be null and void. Cartegraph may assign this Agreement to any party that assumes Cartegraph’s obligations hereunder, including by sale, merger, consolidation, or operation of law or otherwise. Cartegraph may subcontract its obligations under this Agreement, provided that Cartegraph remains responsible for compliance with the applicable terms of this Agreement as to those obligations. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a purchase order or any other similar document will not apply to or modify this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers', and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, and other relief to which that party may be entitled. Customer gives Cartegraph permission to use Customer’s name or logo for public press releases and customer stories. Cartegraph provides the Solutions, including related software and technology, for federal government end use as a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through227.7202-4, as applicable, the Solutions are provided to the Customer with only those restricted rights asprovided under the terms and conditions of this Agreement. If a government agency has a need for rights notconveyed under these terms, it must negotiate with Cartegraph to determine if there are acceptable terms fortransferring such rights, and a mutually acceptable written addendum specifically conveying such rights mustbe included in any applicable contract or agreement.
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ADDENDUM C
Solutions Support
As part of the annual Solution Subscription fee identified in the above Investment Summary, Customer will receive
the following support for the duration of the paid subscription Term.
TECHNICAL SUPPORT
1.Campus – www.cartegraph.com/campusOur User Assistance area is a convenient and easily shareable resource designed to help you
and your co-workers better understand the functions and capabilities of your Cartegraph Solutions.
Instantly access user tips, step-by- step guides, videos, and more.
2.Dedicated, Unlimited, Toll-free Phone Support - 877.647.3050 and Live ChatWhen questions need answers and difficulties arise, count on our industry- leading Support team toprovide the guidance and assistance you need. Live Chat is available within the product or through
Campus. Reach us as often as you need Monday-Friday, 7:00 am-7:00 pm CT.
3.Secure, Live Remote SupportIf your challenge requires a more hands-on approach, we have the remote support tools to fix it. Letone of our Support Team members directly interact with your system to find a fast, effective solution.
TRAINING & EDUCATION SUPPORT
1.Convenient Online ResourcesAll the information you need, one click away. Take advantage of online training opportunities, tutorialvideos, upcoming event information, and more.
2.Customer Led User Groups
Meet and network with similar Cartegraph users in your region. Customer led User Groups allow
you to find out what other organizations are doing to get more from their Cartegraph solutions andservices.
RELEASES & UPGRADES
1.New Releases
Be the first to know about all new Cartegraph releases, enhancements, and upgrades. Cartegraph iscontinuously innovating and enhancing the Cartegraph OMS collection of products and as a customerwith an active subscription, you will receive each new release of the software.
1.Your cloud-hosted site will be automatically upgraded by our System Consultants after the
release is available. This way, you'll experience increased system performance while gaining
timely access to the latest features and functionality.
2.For your on-Premises Installation, our Technical Consultants will work with your organization'sIT staff to receive the latest software release in a timely manner. This way, you'll experienceincreased system performance while gaining prompt access to the latest features and
functionality
2.Service PacksA Service Pack consists of lower-severity bug fixes and/or small platform updates.
1.If required, cloud-hosted sites will receive Service Packs as needed. These Service Packsare installed by the Cartegraph System Consultants.
2.On-premises customers that contacted Cartegraph Technical Support about an issue that is
resolved with the Service Pack, will be provided the service pack for installation. These on-
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premises customers can then schedule a time to install the Service Pack with our TechnicalSupport team
3.Hot Fixes
If an issue is determined to be a defect and falls outside the standard release cycle, Cartegraph willissue a hot fix and provide application specialists with detailed levels of product knowledge to workwith you in achieving a timely and effective resolution.
Cartegraph will provide the Support Services only to Customer, provided that Cartegraph reserves the right to
contact any third party as necessary to facilitate the delivery of Support Services or other services relating to
the Solutions. Said support applies only to the most current version of the product and the previous version insuccession.
All Support Services are dependent upon the use by Customer of the Solutions in accordance with Cartegraph'sdocumentation and specifications. Cartegraph is under no obligation to modify the Solutions so that the modified
Solutions would depart from Cartegraph's published documentation and specifications for such Solutions.
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ADDENDUM E
Cartegraph OMS Editions
Cartegraph OMS supports customers in the operation, maintenance, and management of the following asset
domains. By employing these features as applicable, customers can effectively manage and report on the assets
that they care about. Indicated below are the capabilities and options available for each OMS Edition at the time
this document was prepared, which are subject to change.
Essentials Pro Plus Premium
Dashboard / Home Screen Included Included Included Included
User Management Included Included Included Included
Role Management Included Included Included
Esri GIS Integration Included Included Included Included
Report Viewer Included Included Included Included
Library Management Included Included Included Included
Standard KPI / ROI gadgets Included Included Included Included
Esri Identity-Ready Included Included Included Included
Structure Manager Included Included Included
Layout Manager Included Included Included
Import / Export Included Included Included
Record Filter Administration Included Included Included
Container / Component Included Included Included Included
Embedded Maps Included Included Included Included
Report Designer Included Included Included
Integration Toolkit Option Option Included
Cartegraph for Zapier Option Option Included Included
Automation Manager Included Included
Notification Manager Included Included Included
Routing – Esri Identity Required Included Included Included Included
Geocode Options- Esri Identity Required Included Included Included Included
Work
Task Management Included Included Included Included
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Work Orders Included Included
Task Calendar Included Included Included Included
Scenario Builder Option Included
Request
Request Management Required w/ SeeClickFix Included Included Included
SeeClickFix Option Option Option Option
Internal Requests Option Included Included
Resources
Resource Management (LEMV)Included Included Included Included
Advanced Material Management Option Included
Fleet Management Option Included Included
Assets
Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset
Container / Component Included Included Included Included
Preventative Maintenance Plans Included Included Included
Asset Condition Manager / AdvancedInspections
Required w/ Fleet Mgmt.Included Included
Asset Builder Option Option Included
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3600 Digital Drive
Dubuque, IA 52003
phone: (800) 688-2656
fax: (563) 556-8149
Rev. 2021.11.23 Cartegraph Systems LLC
DATA PROTECTION & RETENTION POLICY
SOC 2 Criteria: CC6. l, CC6.5, CC6.7, CC9.1, Al.2 ISO 27001 Requirements: 6.2 ISO 27001 Annex A: A.8.2.3, A.8.3.1, A.8.3.2, A.8.3.3, A.12.1.1, A.12.4.1, A.12.4.2, A.12.4.3, A.12.4.4, A.13.2.1, A.13.2.2, A.13.2.3, A.18.1.3
PURPOSE This policy outlines the requirements, technical controls, and procedures Cartegraph has implemented to protect the confidentiality, integrity, and availability of both Cartegraph and Customer data for solutions that are hosted by Cartegraph.
SCOPE Cartegraph hosted production systems that create, receive, store, or transmit Cartegraph customer data (hereafter "Production Systems") must follow the requirements and guidelines described in this policy.
EXCLUSION This policy is related solely to solutions hosted by Cartegraph. On-premise implementations of Cartegraph solutions are not covered by this policy. On-premise Customers have sole responsibility related to the policies, requirements, technical controls, and procedures identified herein.
BACKGROUND Cartegraph takes the confidentiality and integrity of its customer data very seriously and strives to assure data is protected from unauthorized access and is available when needed.
POLICY
Data Retention: Customer data is retained for as long as the account is in active status. Data enters an "expired" state when the account is voluntarily closed. Expired account data will be retained for fourteen (14) days. After this period, the account and related data will be removed. Customers that wish to voluntarily close their account should download their data manually by requesting a backup from Cartegraph.
If a customer account is involuntarily suspended, then there is a ninety (90) day grace period during which the account will be inaccessible but can be reopened if the customer meets their payment obligations and resolves any terms of service violations.
If a customer wishes to manually backup their data in a suspended account, then they must ensure that their account is brought back to good standing so that the user interface will be available for their use. After ninety (90) days, the suspended account will be closed and the data will enter the "expired" state. It will be permanentlyremoved fourteen (14) days thereafter (except when required by law to retain).
Data Protection: Cartegraph policy requires that:
•Data must be handled and protected according to its classification requirements and following approvedencryption standards, if applicable.
•Whenever possible, store data of the same classification in a given data repository and avoid mixingsensitive and non-sensitive data in the same repository. Security controls, including authentication,authorization, data encryption, and auditing, should be applied according to the highest classification ofdata in a given repository.
•Employees shall not have direct administrative access to production data during normal businessoperations. Exceptions include emergency operations such as forensic analysis and manual disasterrecovery.
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Rev. 2021.11.23 Cartegraph Systems LLC
•All Production Systems must disable services that are not required to achieve the business purpose or
function of the system.
•All access to Production Systems must be logged.
•All Production Systems must have security monitoring enabled, including activity and file integritymonitoring, vulnerability scanning, and/or malware detection, as applicable.
Data Backup: Cartegraph policy requires that:
•Data should be classified at time of creation or acquisition according to the Data Classification Policy
•An up-to-date inventory and data flow map of all critical data are maintained.
•All business data should be stored or replicated into a company-controlled repository, including data onend-user computing systems.
•Data must be backed up according to its level defined in Data Classification Policy.
•Data retention period must be defined and comply with any and all applicable regulatory and contractual
requirements. More specifically,
o Data and records belonging to Cartegraph customers must be retained per Cartegraph product terms
and conditions and/or specific contractual agreements.
o By default, all security documentation and audit trails are kept for a minimum of seven years, unless
otherwise specified by Cartegraph's Data Classification Policy, specific regulations, or contractualagreement.
DATA PROTECTION IMPLEMENTATION AND PROCESSES
Access: Cartegraph employee access to production is guarded by an approval process and by default is disabled. When access is approved, temporary access is granted that allows access to production. Production access is reviewed by the security team on a case by case basis.
Backup and Recovery: Complete backups are performed every night, with incremental backups every fifteen (15) minutes, to assure that data remains available when it's needed and in the case of a disaster. Cartegraphstores Customer data in a secure production account in AWS, using a combination of AWS S3, snapshotsand EBS volumes. By default, Amazon S3 provides durable infrastructure to store important data and isdesigned for durability of 99.999999999% of objects.
Cartegraph performs automatic backups of all customer and system data to protect against catastrophic loss due to unforeseen events that impact the entire system. An automated process will back up all data to a separate region in the same country (e.g. US East to US West). The backups are encrypted in the same way as live production data. Backups are monitored and alerted by SQL backup process. Backup failures trigger an incident by alerting the Security Officer. Cartegraph retains customer backups for fourteen (14) days.
Confidentiality/Non-Disclosure Agreement (NDA): Cartegraph uses confidentiality or non-disclosure agreements to protect confidential information using legally enforceable terms. NDAs are applicable to both internal and external parties. NDAs will have the following elements:
•Definition of the information to be protected.
•Duration of the agreement.
•Required actions upon termination of agreement.
•Responsibilities and actions to avoid unauthorized disclosure.
•Ownership of information, trade secrets and intellectual property.
•Permitted use of the confidential information and rights to use information.
•Audit and monitor activities that involve confidential information.
•Process of notification and reporting of unauthorized disclosure or information leakage.
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•Information return or destruction terms when agreement is terminated.
•Actions in case of breach of agreement.
•Periodic review.
Customer Data Protection: Cartegraph hosts on Amazon Web Services in the US-East-1 region by default.
Data is replicated across multiple regions for redundancy and disaster recovery.
All Cartegraph employees adhere to the following processes to reduce the risk of compromising Production Data:
•Implement and/or review controls designed to protect Production Data from improper alteration ordestruction.
•Ensure that confidential data is stored in a manner that supports user access logs and automatedmonitoring for potential security incidents.
•Ensure Cartegraph Customer Production Data is segmented and only accessible to Customer authorizedto access data.
•All Production Data at rest is stored on encrypted volumes using encryption keys managed by Cartegraph.
•Volume encryption keys and machines that generate volume encryption keys are protected from
unauthorized access. Volume encryption key material is protected with access controls such that the keymaterial is only accessible by privileged accounts.
Data In Transit Necessity: Data will only be transferred where strictly necessary for effective business
processes.
Data At Rest Encryption: Customers can purchase the ability for databases to be encrypted at rest. If they do so, all databases, data stores, and file systems are encrypted according to Cartegraph's Encryption Policy.
Encryption: To ensure the safety of data in transit:
•All external data transmission must be encrypted end-to-end using encryption keys managed byCartegraph. This includes, but is not limited to, cloud infrastructure and third-party vendors andapplications.
•All internet and intranet connections are encrypted and authenticated using a strong protocol, a strong
key exchange, and a strong cipher.
End-user Messaging Channels
•Restricted and sensitive data is not allowed to be sent over electronic end-user messaging channels such
as email or chat, unless end-to-end encryption is enabled.
•Messages must be protected from unauthorized access, modification or denial of service commensurate
with the classification scheme adopted by the organization.
•Messages must be reviewed prior to sending to ensure correct addressing and transportation of the
message.
•The reliability and availability of the messaging channel must be verified.
•All applicable legal requirements will be adhered to.
•Use of external public services such as instant messaging, social networking or file sharing will require
prior approval and authorization.
•Publicly accessible networks will be controlled by stronger authentication.
Event Logs: All Cartegraph systems that handle confidential information, accept network connections, or make
access control (authentication and authorization) decisions will record and retain audit- logging information sufficient to answer: What activity was performed?, Who performed it?, Where, when, and how (with what tools) was it performed?, and What was the status, outcome, or result of the activity?.
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Formatting, Storage, Clock Synchronization
•The system will support the formatting and storage of audit logs in such a way as to ensure the integrity
of the logs and to support enterprise-level analysis and reporting. Note that the construction of an actualenterprise-level log management mechanism is outside the scope of this document.
•The system will also ensure clock synchronization for the accuracy of audit logs. A clock linked to a radiotime broadcast from a national atomic clock can be used as the master clock for logging systems. A
network time protocol will be used to keep all of the servers in synchronization with the master clock.
Log Elements: Each log will identify or contain at least the following elements, directly or indirectly (unambiguously inferred):
•Type of action - examples include authorize, create, read, update, delete, and accept network connection.
•Subsystem performing the action - examples include process or transaction name, process or transaction
identifier.
•Identifiers (as many as available) for the subject requesting the action- examples include user name,
computer name, IP address, and MAC address. Note that such identifiers should be standardized in orderto facilitate log correlation.
•Identifiers (as many as available) for the object the action was performed on- examples include file namesaccessed, unique identifiers of records accessed in a database, query parameters used to determine
records accessed in a database, computer name, IP address, and MAC address. Note that suchidentifiers should be standardized in order to facilitate log correlation.
•Before and after values when action involves updating a data element, if feasible.
•Date and time the action was performed, including relevant time-zone information if not in Coordinated
Universal Time.
•Whether the action was allowed or denied by access-control mechanisms.
•Description and/or reason-codes of why the action was denied by the access-control mechanism, ifapplicable.
Logged Activities: The logs will be created whenever the system is asked to perform any of the following activities:
•Create, read, update, or delete confidential information, including confidential authentication information
such as passwords;
•Create, update, or delete information not covered in above;
•Initiate a network connection;
•Accept a network connection;
•User authentication and authorization for activities covered above such as user login and logout;
•Grant, modify, or revoke access rights, including adding a new user or group, changing user privilege
levels, changing file permissions, changing database object permissions, changing firewall rules, and userpassword changes;
•System, network, or services configuration changes, including installation of software patches andupdates, or other installed software changes;
•Application process startup, shutdown, or restart;
•Application process abort, failure, or abnormal end, especially due to resource exhaustion or reaching a
resource limit or threshold (such as for CPU, memory, network connections, network bandwidth, diskspace, or other resources), the failure of network services such as DHCP or DNS, or hardware fault; and
•Detection of suspicious/malicious activity such as from an Intrusion Detection or Prevention System(IDS/IPS), anti-virus system, or anti-spyware system.
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Logs - Administrators and Operator Logs: To safeguard and prevent manipulation of logs by privileged
users the following will be implemented where appropriate and possible:
•System administrators are not permitted to erase or de-activate logs of their own activities.
•Real-time copying of logs to a system outside the control of a system administrator or operator.
•Monitoring system and network administration activities by using an intrusion detection system managed
outside of the control of system and network administrators.
•Frequent review of logs to maintain accountability of privileged users.
Monitoring: Cartegraph uses Manage Engine's Opmanager to monitor the entire cloud service operation. If a system failure and alarm is triggered, key personnel are notified by text, chat, and/or email message in order to take appropriate corrective action.
Retention: Stored data must be properly categorized, and a retention schedule applied accordingly in
conjunction with Cartegraph's Asset Management Policy and Data Classification Policy. Considerations for retention timeframe include:
•Statutory, regulatory, or contractual requirements.
•Type of data (e.g., accounting records, database records, audit logs).
•Type of storage media (e.g., paper, hard drive, server).
Separation: Customer data is logically separated at the database/datastore level using a unique identifier for the customer. The separation is enforced at the API layer where the client must authenticate with a chosen
account and then the customer unique identifier is included in the access token and used by the API to restrict access to data to the account. All database/datastore queries then include the account identifier.
Cartegraph uses a security agent to monitor production systems. The agents monitor system activities,
generate alerts on suspicious activities and report on vulnerability findings to a centralized management console.
Storage and Disposal: Stored data must be properly stored and handled while at rest. Considerations for storage and disposal of data at rest in conjunction with Cartegraph's Asset Management Policy and Data
Classification Policy include:
•Authorization to access or manage stored data.
•Proper identification of records and their retention period.
•Technology change and ability to access data throughout retention period.
•Acceptable timeframe and format to retrieve data.
•Appropriate methods of disposal.
Transfer Factors: Before choosing the method of data transfer, the following must be considered:
•Nature, sensitivity, confidentiality, and value of the information.
•Size of data being transferred.
•Impact of loss during transit.
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