Exhibit A to Attachment 1Town Of Los Gatos
Cartegraph Software
and Services Contract
PA#:
PA-2184
Date:
11/18/2019
Cartegraph Systems LLC
3600 Digital Drive
Dubuque, IA 52003
cartegraph.com
800 688.2656
563 556.8120
Fax 563 556.8149
EXHIBIT A
Town Of Los Gatos, CA | 11/18/2019
Purchase Agreement
Cartegraph is pleased to present this Purchase Agreement for the implementation
of world class technology solutions. This Purchase Agreement is made and entered
into between Town Of Los Gatos (hereinafter referred to as Customer) and Cartegraph
Systems LLC (hereinafter referred to as Cartegraph). In the case that any terms or
conditions provided in the Cartegraph Solutions Agreement different from, are provided
in more detail by, or are made irrelevant by the terms and conditions provided in this
Purchase Agreement, the terms in this Purchase Agreement shall control. For all terms
and conditions not addressed by this Purchase Agreement, the Car tegraph Solutions
Agreement shall control.
CUSTOMER ADDRESS:LICENSEE ADDRESS:
Town Of Los Gatos Town Of Los Gatos
41 Miles Avenue 41 Miles Avenue
Los Gatos, CA Los Gatos, CA
95030 95030
Investment Summary
The addendums attached here to include:
Addendum A - Support Services
Addendum B - Field Services
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Town Of Los Gatos, CA | 11/18/2019
Product Year 1 Year 2 Year 3 Year 4 Year 5
OMS Plus Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
9,070.62
USD
9,342.75
USD
9,623.02
USD
9,911.71
USD
10,209.06
Internal
Requests
Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
247.07
USD
254.48
USD
262.11
USD
269.98
USD
278.07
Asset Condition
Manager and
Adv Inspections
Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
494.14
USD
508.96
USD
524.24
USD
539.96
USD
556.16
Automation
Manager
Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
741.21
USD
763.44
USD
786.35
USD
809.94
USD
834.24
OMS User Quantity 25.00 25.00 25.00 25.00 25.00
Price USD
11,000.00
USD
11,330.00
USD
11,669.90
USD
12,020.00
USD
12,380.60
Facilities Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
2,964.83
USD
3,053.78
USD
3,145.39
USD
3,239.75
USD
3,336.95
Parks &
Recreation
Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
1,235.35
USD
1,272.41
USD
1,310.58
USD
1,349.90
USD
1,390.39
Signal Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
1,482.42
USD
1,526.88
USD
1,572.69
USD
1,619.87
USD
1,668.47
Stormwater Quantity 1.00 1.00 1.00 1.00 1.00
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Town Of Los Gatos, CA | 11/18/2019
Product Year 1 Year 2 Year 3 Year 4 Year 5
Price USD
2,964.83
USD
3,053.78
USD
3,145.39
USD
3,239.75
USD
3,336.95
Transpor tation Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
2,223.62
USD
2,290.34
USD
2,359.05
USD
2,429.82
USD
2,502.71
Walkability Quantity 1.00 1.00 1.00 1.00 1.00
Price USD
741.21
USD
763.44
USD
786.35
USD
809.94
USD
834.24
Systems
Integration
Support
Quantity 0.00 1.00 1.00 1.00 1.00
Price USD 0.00 USD
1,000.00
USD
1,030.00
USD
1,060.90
USD
1,092.73
TOTAL:USD
33,165.30
USD
35,160.26
USD
36,215.07
USD
37,301.52
USD
38,420.57
Product Quantity Price
Systems Integration Service 1.00 USD 1,000.00
TOTAL:USD 1,000.00
NOTES:
•The pricing listed above does not include applicable sales tax.
•The Cartegraph OMS pricing listed above does not include Esri ArcGIS
licenses.
•Hosting includes 250GB of available file storage. If additional storage is
required, the Organization can purchase in 1TB increments.
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Town Of Los Gatos, CA | 11/18/2019
-Payment Terms and Conditions
In consideration for the Solutions and Services provided by Cartegraph to Customer,
Customer agrees to pay Cartegraph the Fees in U.S. Dollars as described below:
-
I. DELIVERY
Customer shall be provided with the ability to access and use the Solutions upon
execution of this Purchase Agreement. If applicable, Services will be scheduled and
delivered upon your acceptance of this Purchase Agreement, which will be considered as
your notification to proceed.
-
II. SERVICES SCHEDULING
Customer agrees to work with Cartegraph to schedule Services in a timely manner. All
undelivered Services shall expire 365 days from the signing of this Purchase Agreement.
-
III. SOLUTIONS INVOICING
The fee for solutions will be due in annual installments 15 days prior to the anniversary of
the initial term as follows:
1.$34,165.30 due upon execution of the Purchase Agreement.
2.$35,221.16 15 days prior to 1st year anniversary of term start date.
3.$36,310.58 due 15 days prior to 2nd year anniversary of term start date.
4.$37,434.68 due 15 days prior to 3rd year anniversary of term start date.
5.$38,594.62 due 15 days prior to 4th year anniversary of term start date.
-IV. FIELD SERVICES INVOICING
Invoicing for the Field Services fee shall occur upon the acceptance of this Purchase
Agreement and shall be invoiced as follows:
1.Invoicing for the Field Services fee shall occur upon the execution of the
Purchase Agreement.
-
VI. PAYMENT TERMS
All payments are due Net 30 days from start date of invoice.
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Town Of Los Gatos, CA | 11/18/2019
BY SIGNING BELOW, THE PARTIES AGREE THAT ALL USE AND ACCESS TO THE
SOLUTIONS DESCRIBED IN THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY
THE CARTEGRAPH SOLUTIONS AGREEMENT, WHICH CAN BE REVIEWED AT: https://
www.cartegraph.com/solutions-agreement/. THE PARTIES AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THE CARTEGRAPH SOLUTIONS AGREEMENT AND THIS
PURCHASE AGREEMENT REFERENCED HEREIN.-
CARTEGRAPH:CUSTOMER:
Cartegraph Systems LLC Town Of Los Gatos
By:By:
(Signature)(Signature)
Mitch Bradley
(Type or Print Name)(Type or Print Name)
Title:SVP of Sales & Marketing Title:
Date:Date:
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Laurel Prevetti,
Town Manager
Recommended by:
____________________________________
Matt Morley, Director of Parks and Public
Works
Approved as to Form:
___________________________________
Robert Schultz, Town Attorney
Attest:
_________________________________
Shelley Neis, CMC, Town Clerk
Town Of Los Gatos, CA | 11/18/2019
Cartegraph Systems LLC
Addendum A - Support Services
Cartegraph Suppor t and Training Services – Scope of Work
The Suppor t Services listed in the Investment Summary of the Purchase Agreement
are specific Cartegraph Services which will be delivered to the Customer based on the
descriptions below and on the terms and conditions and subject to the limitations set
for th in this Addendum A, the applicable Purchase Agreement, and the Cartegraph
Solutions Agreement. Cartegraph will coordinate with the Customer on service delivery
expectations and timeframes.
As part of Customer’s subscription to access and use of the Cartegraph Solutions,
Customer will receive:
1. Support Services
a. Campus – www.campus.cartegraph.com
Our 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 instructions, videos, and more.
b. Dedicated, Unlimited, Toll-free Phone Support - 877.647.3050 and Live Chat
When questions need answers and difficulties arise, count on our industry-leading Support team to
provide the guidance and assistance you need. Reach us as often as you need Monday-Friday, 7:00
am-7:00 pm CT. Live Chat is available within the product or through Campus.
c. Support via Case Submittal or Email
If a phone call or live chat is not your best option, you can always request support via our
online case submittal form available in Campus or via email. Email support is available at
support@cartegraph.com.
2. Training & Education Services
a. Convenient Online Resources:
All the information you need, one click away. Take advantage of online training opportunities,
tutorial videos, upcoming event information, and more.
b. 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 and
services.
3. Releases & Upgrades
a. New Releases:
Cartegraph is continuously innovating and enhancing the Cartegraph OMS collection of
products. As a customer with an active subscription, you will receive each new release of the
software.
i. Cloud-hosted customers: Your cloud-hosted site will be upgraded by our Cartegraph System
Consultants after the release is available.
ii.
On-premise customers: For your on-premises installation, our Technical Consultants will work with
your organization’s IT staff to deliver the latest software release. Software will be made available
after installation to the Cartegraph cloud-hosted customers.
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Town Of Los Gatos, CA | 11/18/2019
b. Service Packs:
A Service Pack consists of lower-severity bug fixes and/or small platform updates.
i.
If required, cloud-hosted sites will receive Service Packs as needed. These Service Packs are
installed by the Cartegraph System Consultants.
ii. 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-premises
customers can then schedule a time to install the Service Pack with our Technical Support team
c. Hot Fixes:
If an issue is determined to be a defect and falls outside the standard release cycle, Cartegraph will
issue a hot fix and provide application specialists with detailed levels of product knowledge to work
with 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 in succession.
All Support Services are dependent upon the use by Customer of the Solutions in accordance with
Cartegraph’s documentation 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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Town Of Los Gatos, CA | 11/18/2019
Cartegraph Systems LLC
Addendum B - Field Services
(Fee for Service)
Cartegraph Field Services – Scope of Work
The Field Services listed in the Investment Summary of the Purchase Agreement are
specific Cartegraph Services which will be delivered to the Customer based on the
descriptions below and on the terms and conditions and subject to the limitations set forth
in this Addendum B, the applicable Purchase Agreement, and the Cartegraph Solutions
Agreement. Cartegraph will coordinate with the Customer on service delivery expectations
and timeframes.
Cartegraph - Scope of Work
The scope of work includes the following professional services:
•Cartegraph staff will provide a uni-directional (one-way) Integration Service
between FuelMaster and Car tegraph. The integration includes:
•A one-way integration of data from the source system to Cartegraph
•Up to 12 fields in the same Cartegraph recordset (IE: Equipment table
and Equipment’s Fuel Log table)
•A sync using a unique ID
•If ID exists; information will be updated
•If ID does not exist; Cartegraph will create a record or produce
an error message
•A customer-configurable runtime interval for the sync
All data must be accessible to the Cartegraph service from a SQL DB, SQL View, or a
Comma Delimited File
Cartegraph will provide all services remotely via audio, video, and web conferences unless
otherwise noted.
The following service items are not included in the scope of this project:
•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.
•Data conversion services from other software system(s) or sources (including
Cartegraph Navigator databases) are not included in the scope of this project
unless specifically listed above.
•Any service items discussed during demonstrations, conference calls, or other
events are not included in the scope of this project unless specifically listed
above.
Customer/Cartegraph Responsibilities
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Town Of Los Gatos, CA | 11/18/2019
Project representatives from Customer and Cartegraph accepts responsibility for all
aspects of project planning, management, and execution not specifically identified as the
responsibility of Cartegraph in the Agreement or in the Purchase Agreement. Ongoing
management of the day-to-day allocation of Customer and Cartegraph resources and
management of project tasks is the responsibility of the Customer and Cartegraph project
representatives. Customer and Cartegraph project representatives will provide overall
guidance and direction for the project and will direct the project accordingly. Further, and
with regard to the Cartegraph obligations listed in this Purchase Agreement, Customer
understands that it is vital to the success of the project that Customer provides assistance
in the following matters:
Not-to-Exceed Purchase Agreement
Cartegraph will not exceed the total included in this Purchase Agreement without written
approval from Customer. In the event it becomes apparent to Cartegraph that additional
Service will be needed due to any changes in the scope of this Purchase Agreement,
Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written
approval if additional Services are required.
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