2004-029- Approving An Agreement With Cartegraph Systems Inc. For Software Support And Implementation Resources For The Town Wide Infrastructure Asset Management ProjectRESOLUTION 2004 - 29
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AGREEMENT WITH
CARTEGRAPH SYSTEMS, INC.
FOR SOFTWARE, SUPPORT, AND IMPLEMENTATION .RESOURCES FOR THE
TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT PROJECT
WHEREAS, it is necessary for the Council to secure professional consultant
services to provide software and implementation resources for the town wide Infrastructure Asset
.Management Project; and
WHEREAS, the Town Council has selected the firm of CarteGraph Systems,
Inc. to provide professional services in connection with the town wide Infrastructure Asset
Management Project; and
NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town
of Los Gatos hereby approves the attached Agreement (Exhibit A) for software and services with
CarteGraph Systems, Inc. to provide software and services in connection with the town wide
Infrastructure Asset Management Project; and
BE IT :FURTHER RESOLVED that the Town Manager is hereby authorized
and directed to execute said agreement on behalf of the Council.
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos held on the 15~`' day of March, 2004, by the following vote.:
COUNCIL MEMBERS
AYES: Sandy Decker, Diane McNutt, .Joe Pirzynski, Mike Wasserman,
Mayor Steve Glickman.
NAYS : None
ABSENT: None
ABSTAIN: None
SIGNED:
-~--
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF "fiHE TOWN OF L S GA l~°~
LOS GATOS, (CALIFORNIA
~1[~ FICE O:F THE TTU~~WTv t~LE~~;K.
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PROJECT 02-07~
TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT
Software and Services Agreement
February 06, 2004
Submitted by:
CarteGraph
Powering Public Works
3600 Digital Drive
Dubuque, IA 52003
800..688.2656
563..556..8120
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Ca rteG ra ph
Powering Pubtic Works
Table of Contents
:Objectives .... ................................................................ ............................................................... 1
Scope Of Project ................................................................................................................................. 1
Optional Services ................................................................................................................................ 4,
Platinum Maintenance Services .......................................................................................................... 4
Project Staffing .................................................................................................................................. 4
'The Town of Los Gatos's Responsibilities ............................ ............... ...................................... 5
.Software Costs And Professional Service Fees .................................................................................. 6
Payment Terms and Conditions .................................................................................................. 7
General Terms ..................................................................................................................................... 7
Exhibit A-CarteGraph Insurance Certificate .................................................................................................................10
PROPRIETARY INFORMATION: The Town of Los Gatos acknowledges that all materials and documents associated with
this project are proprietary and confidential in nature. This specifically includes pricing information, training materials and
consulting documents as described. The Town of Los Gatos further agrees not to copy or otherwise make .available such
materials outside of the Town of Los Gatos and its divisions and departments without the prior written consent of
CarteGraph Systems, Inc. "
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The Town of Los Gatos; California ( 02/06/04
.Software and Services Agreement
By this Agreement, the Town of Los Gatos (hereinafter referred to as "Town") whose address is Town of Los Gatos,
41 Miles Avenue Los Gatos, California 95031 and CarteGraph Systems, Inc. 3600 Digital Drive, Dubuque, Iowa
52003, hereinafter referred to as "CarteGraph" agree that CarteGraph shall perform the services described in
accordance with the terms. contained :herein. The scope of the work shall include the work outlined in this proposal
as noted herein.
Objectives
The primary objective ofthe project is to provide to the Town of Los Gatos, California the assistance required to
implement the CarteGraph solutions that will address the Town of Los Gatos's enterprise infrastructure asset
management objectives. CarteGraph will provide software and services including adequate Project Management,
Operational Consultation, IVlodification, Education, and Conversion Services to ensure successful production
deployment ofthe wORKdirector, CALLIink, and Fleet Management Enterprise Edition modules.
Scope of Project
Software Licenses
As part ofthis Agreement. CARTEGRAPH shall license and deploy the following Software in the quantities and for
:the amounts listed in Software Costs and Professional Service Fees:
o wORKrlirector
o CALLIink
o wORKdirector for Fleet Management
0 1VIAPdirector for ArcGIS
wORKdirector, CALLIink and Navigator are developed and supported products available from CarteGraph
Systems, Inc. CarteGraph will implement these Products and Services at the Town of Los Gatos in their standard
form and at the release version level published at the time of installation.
Professional Services
CarteGraph shall provide the following. Professional Services to implement and deploy the asset management
Software Product(s).
CarteGraph shall be responsible fox the timely performance of all Professional Services and warrants that all
professional and technical services provided o the Town pursuant to this Agreement shall be of good and workman
like quality and will meet or exceed standards ofsimilar professional services within the industry. This Agreement
sets forth all warranty and representations between CarteGraph and the Town of Los Gatos.
1. Operational Consultation Services. CarteGraph will provide consultative services focused on
gathering Town workflow and business requirements that will allow CarteGraph to tailor
Education Services to specifically address those workflow and business requirements. Prior to
onsite visits CarteGraph will also host overview conference calls for wORKdirector, CALLIink
.and Fleet Management. The primary objectives of the Operation.Consultations are as follows:
a. Implementation Process Review
The purpose of Implementation Process Development consultation is to help
develop the scope and phases of implementation and to help define the internal
and external processes to be performed to accomplish a successful system
implementation.
b. work & Data Flow Review
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The Town of Los Gatos, California 02/06/04
The purpose of Work & Data Flow Review consultation is to evaluate how to
identify work activities that need to be planned, scheduled, performed, and/or
tracked flows through an organization. Part of this consultation is to help
develop Best Management Practices and Standard Operating Procedures as it
relates to work flow and/or Work Orders within an organization.
c. Data Needs Review
The purpose a Data Needs Review :consultation is to evaluate specific data fields
to be tracked in specified applications. The :consultation will evaluate the
.intelligence that needs to be built in to the system to be able to pull intelligent,
useful information back out of the system. This includes information used to
.make scheduling decisions, budget planning, condition assessments., and data that
needs to be.part of standard internal and/or external reports. The information
gathered here can then be used to identify existing data sources and data .that still
need to be captured.
Deliverables as part of this service are as follows:
a. On-site Consultation Service to review the information assembled by Town staff
and gather any additional Town workflow and business requirements that will
.allow Carte"Graph to provide direction for the above listed review criteria This
information will be used to prepare a report including recommendations for
application form building, filters, and report functionalties, set-up, deployment,
and education to specifically address those review criteria.
b. .Develop a customized training agenda designed specifically for the Town staff.
.Provide offsite follow-up as required to support Consultation recommendations
during project implementation.
The fees :for this service are quoted as: Fixed Cost
2. Modification:Services. CarteGraph will provide form and reporting modifications based on the
Town specifications.
a. Fleet Management functionality is accomplished through modifications to
WORKdirector.
Fees for this service are' included in WORKdirector for Fleet licenses
b. CarteGraph provides Technical .assistance in the creation of specific work order
forms and reports not specifically delivered as part of the standard software.
'The fees for this service are quoted as: Daily Cost
3. Installation Services. CarteGraph will provide on-site, and through Internet access, expert
technicalresources to work with Town's Information Systems personnel to install, configure, and
optimize the CarteGraph software suite in Town's SQL database environment. Service
assumptions include:
a. Town will purchase and install the database software but CarteGraph will
configure and .optimize Town's SQL database.
b. CarteGraph will create an Administrator and a User SQL security group .and
.create one user-ID assigned to each of the groups. A knowledge transfer will take
place that will allow the Town to create and maintain the remaining security
records.
c. The License Server will be installed on the database server.
d. CarteGraph will stage twelve (12) PC clients with the appropriate application(s)
and a.knowledge transfer will take place that will allow Town to stage and
maintain the remaining PC clients.
e. CarteGraph will provide data backup and disaster recovery plan
recommendations
f. Town IT resources will be present and available as needed during Installation.
The fees for this service are quoted ass Fixed Cost
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4. Conversion Assistance.
CarteGraph will convert preventative maintenance schedule, list of vehicles and other useable data
as requested by the Town from'the existing DOS based_fleet management database. A data field
.map will be prepared by CarteGraph and provided to the Town for review and approval.
The fees for this service are quoted as: Fixed Cost
5. Education Services. CarteGraph will provide training at mutually agreeable times in Town
facilities on the Town provided data. Training will be provided to the personnel in facilities
provided by the Town. CarteGraph will provide .all instructors and all appropriate course
.materials and instructor visuals. Town will provide facilities and any equipment required for the
training, including server and client computers as necessary. As part of the Consultation report
CarteGraph will provide a .standard document to assist the Town in developing process and
procedures. The
Town will complete this document prior to productive use deployment and training to end-users.
These services are more particularly described as:
a. 1 day Custom Training for Administration using Navigator
b. 2 day Custom Training for CALLIink/WORKdirector
a 1 day Custom Training for Fleet.Management.
d. Town will approve custom training agendas prior to training delivery. Training
will be scheduled in 2 day intervals. CarteGraph agree to consult with Town prior
to developing the training agenda.
e. All training done in Town facilities. Town to provide all training computers.
f. Town will advise CarteGraph as to the number of expected attendees for any
particular class.
The fees for this serviceare quoted as: Daily Cost
6. Project Management Services. CarteGraph will provide guidance in the management of this
implementation project and will take responsibility for the resources CarteGraph allocates to the
project (i.e., education, installation and support). CarteGraph~will provide a project manager for
the project for the entire duration of the project and will provide administrative support for
CarteGraph staff and activities. Throughout the Project CarteGraph will host status meetings and
employ ongoing Project Management techniques to ensure a comprehensive Project Work Plan is
developed, monitored and maintained uponinitation of the project to reflect actual dates and
changes resulting from the contract negotiation process.
CarteGraph will develop and maintain a Project Implementation plan based on information
gathered from and through conversations with the Town employees and our experience in similar
installations. It will lay out atask-level plan for proj ect completion in a manageable level of detail
and will become, when :finalized, the cornerstone of the project management effort. The document,
when completed with dates and responsibility assignments, provides a means of tracking progress
relative to the plan and identifying deviations in a timely manner. CarteGraph will be responsible
for the research, development, maintenance and presentation of the plan.
Project management services included for 60 beyond from"go live" date.
The fees for this service are quoted as: Fixed Cost
7. Implementation'Support. CarteGraph Technical resources will provide 8 hours off site and 2 days
on site implementation support to.assist the Town in deployment of applications, desktop
mentoring, database network mapping, security configuration and general data management
education.
CarteGraph will provide a 2-day on-site consultation within 60 days of go live to review the
processes, procedures, applications, and systems implemented to meet the original goals. of the
project. Where needed, recommendations for performance .improvements will be made both in
business practices and in technologies. This service also provides help planning and positioning
the Town to meet future business goals and technology upgrades..
The fees for this service are .quoted as: Daily Cost
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8. GIS Inte rain. Through the use of MAPdirector for Arc GIS the CarteGraph applications will
have the functionality to extract from the related GIS parcel files the coordinates of each service
request. The CarteGraph applications WO1tKdirector or CALLIink will compare the address
number and route name, or business name where appropriate, to the Town GIS. A matching
record in the GIS file will be located and the coordinates of the polygon centroid and Assessors
Parcel Number (APN) will be transferred to service request record in the CarteGraph database.
Once the coordinates are placed in service request record in the CarteGraph database, the service
request will then be displayed on the map.
The fees for this service are quoted as: Fixed Cost
Optional Services
Integration
CarteGraph will provide assistance with the integration and deployment of a web based Citizen Request .program.
Specific. costs will be .developed based on the scope as agreed to by the Town and CarteGraph.
Internet Mentoring
CarteGraph recommends half day, :follow-up, .Internet Mentoring sessions .for applications via the Internet and
would occur two to three weeks after productive use begins. CarteGraph will provide all instructors and all
appropriate course materials and instructor visuals.
Platinum Maintenance Services
Platinum Maintenance also provides updates and upgrades to all licensed products for the term of the maintenance
agreement..
Services And Products Covered: This Agreement applies to the Software Product(s) listed in Software Costs and
Professional Service Fees. During the term of this Agreement, CarteGraph will provide the following services or
products as part of this Agreement
1. Technical Support The Town will receive unlimited toll-free support via phone, fax or e-mail through the
CarteGraph Help Desk for technical issues relating to the use of the licensed software. Telephone support will
be available Monday through Friday between the hours of 7:30 a.m.-5:30 p.m. Central time by dialing 800-688-
2656 ext b200 .(support@cartegraph.com).
2. PLATFORM. CarteGraph software is supported within the following operating systems.: Windows, ME, NT4,
:2000, 2003, XP. Supported operating systems will be listed on CarteGraph's web site.
(http://www. c artegraph.com)
3. .DATABASE: CarteGraph software is supported within the following database environments: Access, SQL 7.x,
Oracle '8.x.
Term. Platinum Maintenance shall terminate at the end of the Initial Term unless specifically renewed by the Town.
Project Staffing
The most critical element in the successful completion ofany engagement of this nature is the personnel assigned to
carry out the responsibilities.
Responsibilities of each project participant:
L CarteGraph Project Manager -This individual is entrusted with the day-to-day coordination and
responsibility for the asset management implementation project. It is their responsibility to see that the
detailed project approach steps are completedand that efforts of the other project team members are
coordinated to provide for the efficient and timely completion of the project: This person is also directly
involved with performing the project tasks.
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2. CarteGraph Implementation Consultants -These CarteGraph employees are responsible for providing
advice and direction relating to specific techriical aspects of the project, including database management
systems and software application installation. CarteGraph professional staff members are highly qualified
consultants withbroad and detailed knowledge of the CarteGraph asset management applications and the
public works asset management industry and are responsible for application knowledge transfer to .the
designated Town employees.
3. Town Project Coordinator- Kevin Rohani is responsible for coordinating the efforts and involvement
of Town with the CarteGraph project team members. Kevin Rohani will help identify the internal
personnel who are best qualified to assist CarteGraph on specific matters and will act as the
communication focal point between CarteGraph and Town personnel.
4. Notices -Notices regarding this Contract shall be given as follows and shall be considered effective upon
either personal delivery or five days following deposit in the U S. mail.
To CarteGraph:
Gary Jasper
CarteGraph Systems
3600 Digital Drive
Dubuque, Iowa 52003
To Town:
.John Curtis, Director
Parks and .Public Works
41 Miles Avenue
Los Gatos, CA 95030
The Town of Los Gatos's Responsibilities
The Town will provide the necessary license and install Microsoft SQL 2000.. we recommend that CarteGraph be
engaged to assist in managing the CarteGraph Software implementation process, training, and installation assistance
to the Town of Los Gatos. Ownership of the asset management information system ultimately resides with the Town
of Los Gatos
The Microsoft SQL installation and upgrade process will require the periodic assistance of the Town personnel and
suitable access to hardware and systems (e.g., security clearance). Should the Town wish to supervise the process
while systems :are accessible to CarteGraph, we encourage them to do so. It is assumed all hardware, both clients
and servers, will be .installed and operating in the recommended configuration upon CarteGraph's arrival to begin
the installation and training process.
The Town shall install and network its own hardware and communications and this will not affect the timing or the
delivery of CarteGraph services.
Project tasks that fall under the responsibility of the Town of Los Gatos include, for example, but are not limited to,
the installation and deployment of hardware and network communicatfons and the development, distribution, and
training of the Town standard operating procedures. Further, and with regard to the CarteGraph obligations listed
under he "Scope of Services" section, the Town understands that it is vital to the success of the project that you
provide assistance in the implementation.
For those services listed under "Project Planning and Management," CarteGraph personnel will conduct information
gathering and evaluation sessions with various users and management. while CarteGraph will respect the time and
workload your staff,. dedicated time on the part ofthe .appropriate resources is necessary to complete these .exercises.
The Town understands that the successful performance of Professional Services depends upon the Town fulfilling its
responsibilities. The Project assumes that you will provide all personnel required to achieve a successful
implementation.
The Town will provide Internet access and personnel support as required.
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Software Costs and Professional Service Fees
:Service Cost Definition
Fixed: Services will be billed as quoted in the Cost Proposal.
02/06/04
Hourly: Services will be billed on the time required and at the rates in the Cost Proposal. CarteGraph will
notify the Owner when the total fee exceeds the estimated allowance for this service and secure a written
authorization to exceed the amount in this Cost Proposal.
Daily: Services will be billed on the time required and at the rates in the Cost Proposal. CarteGraph will
notify the Owner when the total fee exceeds the estimated allowance for this service and secure a written
authorization to exceed the amount in this Cost Proposal.
Town will compensate CarteGraph for the software and services provided pursuant to this Agreement,. plus
Reimbursable Expenses in accordance with the following schedule.
Software costs and professional service :fee estimates are summarized in the schedule below. Software is the most
current published standard version at the time of installation.
SOFTWARE COST DETAIL
SOFTWARE and MAINTENANCE:
(Licensed for SQL database) Concurrent
Licenses
License Fees * First year Platinum
Maintenance
WORKdir•ector 7 $2:1,000.00 $6,400,00
CALLIink 5 $7,500.00 $1.,500.00
MAPdirector forArcGIS 1 $2,500.00 ' $500.00
WORKdirector for Fleet Mana ement 3 $4,500.00 $900.00
TOTALS $3.5,500.00 $9,300.00
*Software Prices in effect for 12 months from the date ofthis Agreement.
PROFESSIONAL SERVICES COST DETAIL
Unit Price Units T e
O eratonal-ConsultationServices $11,400.00 1 Fixed $11.;400.00
Modification Services (misc) :$1,450:00 1 .Dail $1,450.00
Installation Services $7,200.00 1 Fixed $7,200.00
Conversion Services $2,900.00 1 Fixed $2,900.00
Integration toGIS .$1,500.00 1 Fixed $1,500:00.
Education $1.,450.00 4 Dail $5,800.00
Project Mana ement $8,000.00 1 Fixed $8,000.00.
Implementation'Support including;
Deployment Support Offsite/On site
Productive Use On-:Site .Support
Post Production S stem Use Check Up $1,450:00 5 Daily $7,250.00
SUB-TOTAL PROFESSIONAL SERVICE FEES $45,500.00
SOFTWARE AND MAINTENANCE ~ $44,800,00
ESTIMATED TRAVEL EXPENSES* $10,000.00
California Sales Tax-8.25% $3,696.00
fiOTAL $103,996.00
OPTIONAL SERVICES Unit Price Units T e Total Cost
Web based Citizen Request* $15,000.00 1 Fixed $15;000:00
Internet Mentoring $1;000.00 As re wired Sessions .$1;000.00
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The Town of Los Gatos, California 02/06/04
*Fees for these services are estimated for Budget purposes. CarteGraph will provide firm pricing and Statement of
Work if requested by the Town. The Town will issue Notice to Proceed prior to commencing these activities.
* Travel Expenses will be billed to ,you based on actual costs incurred. If it appears that our fees will exceed this
estimate, we will :discuss it with you prior to incurring additional .charges.
Additional .Services. Fees quoted for specific services represent CarteGraph's best estimate or fixed fee quotation.
In the event it becomes .apparent to CarteGraph that fees quoted in the .Agreement will be exceeded due to
unforeseen issues or complications or due to any changes in the scope of services required,. CarteGraph will notify
the Town prior to exceeding the approved engagement estimate. In any event, such services shall require advanced
written quotation from CarteGraph and approval from the Town.
Payment Terms .and Conditions
In consideration for the. Services and Products provided by CarteGraph to the Town of Los Gatos agrees to pay
CarteGraph Software Costs and Professional Service Fees in U;S. Dollars as described below:
1) Delivery and Invoicing.
a) .Software Products shall be invoiced in accordance with the Project Work Plan. Invoicing for anygiven
Software Product shall occur upon delivery.
b) Platinum Maintenance services for any given Software Product shall begin and be invoiced ,upon delivery
and continues for 12 months.
i) Renewal. Renewal fees will be invoiced using the pricing in effect at the time of renewal.
ii) Reinstatement. Townmay reinstate lapsed Platinum Maintenance for any currently supported software
product by paying the reinstatement fees in effect at that time.
c) Professional Services shall be scheduled and delivered upon acceptance of this Agreement in accordance
with the Project Work Plan.
i) Invoicing occurs monthly for all Professional Services as they are•incurred on the project.
2) Payment Terms. All payments are due Net 30 days from date of invoice.
3) ,Reimbursable Expenses.. All travel requires the Town approval prior to scheduling. Invoicing occurs monthly
for all travel expenses. If it appears. that CarteGraph fees will exceed the estimated amount, CarteGraph will
receive written approval from the Town prior to incurring additional charges.
General Terms
This.Agreement takes precedence over all attachments in the event of conflicting terms and conditions.
CarteGraph's liability for its failure to perform under this Agreement shall be limited to the fee paid under this
Agreement.
Limited Warranty -Software. CarteGraph warrants that if Software fails to substantially conform to the. published
Software specifications and the nonconformity is reported in writing by Town of Los Gatos to CarteGraph within
180 days from the date of installation, then CarteGraph shall, at its option, either correct the nonconformity or offer
to terminate this Agreement and refund licensing fees and, ,pursuant to Non-Performance Clause herein, any other
fees previously paid by Town of Los Gatos upon return of all copies of the Software and documentation to
CarteGraph. In the event of such a refund the license conveyed by this Agreement shall terminate. This Limited
Warranty is solely for the benefit of Town of Los Gatos.
Disclaimer of Warranties. CarteGraph makes no warranty, representation or promise not expressly set forth in this
Agreement. CarteGraph disclaims and excludes any and all implied warranties of merchantability, fitness for a
particular purpose.
.Insurance. CarteGraph will maintain adequate insurance, for .damage or loss, for all software provided to the Town,
until such time as the Town formally accepts the software. In defining insurance .coverage, CarteGraph shall secure
full replacement value for the software without the requirement that the Town be responsible .for any payments or
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The Town of Los Gatos, California ( .02/06/04
deductibles. In the event that it is necessary to make a claim under this policy, any funds received by CarteGraph
shall be used to secure replacements for the Town. CarteGraph agrees to hold harmless and defend the Town and its
agents, officials and employees from any liability, claim, or injury, related to or caused by fault or negligence of
CarteGraph employees or subcontractors. To demonstrate this responsibility, CarteGraph shall. furnish the Town
with evidence of valid comprehensive general liability .insurance coverage in the .amount of one million dollars
($1.;000,000) for each occurrence for personal injury (including death or dismemberment) and property damage
related to or resulting from implementation,..installation, operation, or removal of the software. and system.
CarteGraph shall name the Town as additional insured and shall furnish. to the Town a copy of the insurance
certificate and subsequent changes or updates.
The terms and conditions of any and all Exhibits :and Attachments to this Agreement are. incorporated herein by this
reference and shall constitute .part of this Agreement as if fully set forth herein. Article and Section .headings used
herein are for reference purposes only and shall not be deemed a part ofthis Agreement. This Agreement, together
with all Exhibits and Attachments hereto, constitute .the entire Agreement between the parties and supercedes all
previous Agreements including promises and representations, whether written or oral, between the parties with
respect to thesubject matter hereof.
Remedies, Notice :and Cure. In the event of any material breach of a nonpayment provision of the Agreement by
either party, the aggrieved party shall give written notice thereof, .including a reasonably detailed statement of the
nature of such breach, to the breaching party. The breaching party shall .have ten business days .after notice is given
to cure such breach, or, if the breach cannot reasonably be cured within ten business days, shall provide a written
estimate of the time needed to cure such breach, shall commence to cure such breach within ten business days of
notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching
party fails to cure, commence to cure in :timely manner, or diligently prosecute such cure to completion, the
aggrieved party, at its .option, shall be entitled to invoke the Non-Performance clause. Notwithstanding the above. to
the contrary, if the breach occurs with respect to .only a specific Application or Applications, this Agreement shall
remain in full force and effect with respect to other Applications.
Non-Performance. In the event that the Town of Los Gatos reasonably :determines that CarteGraph is not performing
in a .manner consistent with the Terms and Conditions ofthis Purchase Agreement, then. the Town of Los Gatos will
have the right to, in the sequence shown: (a) formally notify CarteGraph of specific non-performance issue; (b) if
after a mutually agreed upon reasonable period of time the non-performance has not been resolved, then reserve the
right to withhold .any and all payments pending, including Maintenance Agreement fees, until .the non-performance
is corrected, not excluding on-site visits; {c) request a joint meeting of CarteGraph and Town of Los Gatos
representatives to attempt to resolve the non-performance; (d) if after a reasonable period the non-performance
remains unresolved, request arbitration in California pursuant to the terms of the American .Arbitration Association.
CarteGraph has the right to invoke this Section as well and to follow the same sequence of escalation.
Relationship of the Parties. CarteGraph and the Town are independent of :each other. This Agreement does not and is
not intended to create in any way or manner or for any purpose an employee/employer relationship or a principal-
agent relationship. Neither party is authorized to enter into agreements for or on behalf of the other, to .create any
obligation. or responsibility, express or implied, for or on behalf ofthe other, to accept payment of any obligation
due or owed the other,. or to accept service of process for the other. CarteGraph is an .independent contractor,
customarily engaged in the performance of similar services for other parties.
Severability. The terms and conditions ofthis Agreement are severable. If any term or condition of this_Agreement
or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect the other
terms, conditions or .applications which can be given effect without the invalid term, condition or application.
Transfer of Agreement. CarteGraph shall not transfer or assign any of its rights or obligations under the agreement
to any other party without the prior written consent of the Town, which consent may not be unreasonably withheld..
Notices. All notices or communications required or permitted as a part ofthis agreement shall be in writing and shall
be delivered at the address set forth in this Agreement.
Legal Proceedings_This contract shall be construed in accordance with the laws of the State of California. Venue for
any legal proceedings shall be in the court of jurisdiction for the Town of Los Gatos, CA.
The parties, each acting under due and proper authority, .have executed this Agreement as of the day, month and. year
written below:
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The Town of Los Gatos, Carifornia ~ 02/06/04
Accepted: TOWN OF LOS GATOS, CA
Town Manager, Debra J. Figone
Date
Accepted by CarteGraph Systems, Inc.:
~a.t.~-;t,~
Mark Weber, CFO
3~ l~~U~
Date
Recommended by:
ATTEST.:
Director f arks and Public Works Clerk of the Town of Los Gatos,
John E. rtis Marian Cosgrove, Secretary
Date
Date
Appro as t'
Orr orb
own Attorney
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The Town of Los Gatos, Ca~afornia ~ 02/06/04
.Exhibit A-CarteGraph Insurance Certificate
Insurance Certificate issued by:
Friedman Insurance
202 Fischer Bldg.
PO Box 759
Dubuque Iowa 52003
(319) .556-0272
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