1996-004-Execute An Amended Agreement With Prototype Incorporated For Purchase Of A PC Based Fleet Management Information SystemsRESOLUTION 1996 -4
RESOLUTION OF THE TOWN OF LOS GATOS
TO AUTHORIZE TOWN MANAGER TO EXECUTE AN AMENDED AGREEMENT
WITH PROTOTYPE INCORPORATED FOR PURCHASE OF A PC BASED FLEET
MANAGEMENT INFORMATION SYSTEMS
WHEREAS, on September 18, 1995 Council approved a Resolution authorizing Town
Manager to Execute agreement with Prototype Incorporated for purchase of a PC based Fleet
Management Information System; and
WHEREAS, subsequent review of the contract agreement between both parties raised
concerns on terminology used in software license agreement; and
WHEREAS, Staff met with vendor to address specific language changes requested by the
Town Attorney; and
WHEREAS, Prototype Incorporated has made all necessary changes requested; and
WHEREAS, cost for system remains unchanged from the September 18, 1995 Council
meeting.
THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los Gatos, County
of Santa Clara, State of California, that the Town Manager is authorized to execute an amended
agreement with Prototype Incorporated for purchase of a PC based Fleet Management Information
System.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 16th day of January, 1996 by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Randy Attaway
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR O HE TOWN O LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
TOWN CLERIC
AGR:.._ 10
AGREEMENT TO PROVIDE FLEET MANAGEMENT INFORMATION SYSTER "
TO THE TOWN OF LOS GATOS BID:
This Agreement to Provide Fleet Management Information System to the Town of Los Gatos (the
Agreement') is made and entered in the Town of Los Gatos, County of Santa Clara, State of California,
by and between the Town of Los Gatos, a municipal corporation, ( "the Town ") and Prototype
Incorporated, a corporation organized under the laws of the State of California ('Prototype "), as of the
_ day of 1996.
RECITALS
(A) Proposals were sought by the Town for the purchase described in this Agreement, and Prototype
was found to be the most responsible supplier for this purchase.
(B) Prototype represents that it is a qualified and competent supplier of the items to be purchased
under this Agreement.
The parties above hereby agree as follows:
Deliverables. Prototype shall provide to the Town Service Center, 41 Miles Avenue, Los Gatos,
CA, (1) a license to use the software listed below under "License Fees ", and (2) the services
listed below under "Services ". The prices for these items are as set forth below and are F.O.B.
Town of Los Gatos.
LICENSE FEES
EMS/PC, unlimited number of simultaneous users, up to
500 equipment units
$14,000.00
EMS/PC Barcode Module
2,500.00
California Sales Tax (7.75 %)
1,278.75
TOTAL
$17,778.75
person days
Page 1
BARCODE EQUIPMENT
Hand Held Products MicroWand IIIE, including NiCad battery and eprom,
two @ $1,450.00 each
$2,900.00
Hand Held Products Dual Homebase, one @ $50.00
50.00
Extra NiCad Batteries, two @ $10.00
20.00
California Sales Tax (8.25 %)
230.18
Total Barcode Equipment
$3,200.18
Upon receipt of a valid purchase order from the Town and written notice to proceed with delivery,
Prototype shall: (1) deliver the software within 12 days, (2) reserve mutually agreeable training dates on
its calendar for provision of services to the Town, and (3) deliver the barcode equipment listed in this
Agreement within 45 days, unless any such item is on backorder from the barcode equipment
manufacturer, in which case Prototype will deliver that item as soon as it receives the item from the
manufacturer.
2. Incorporation by Reference. The parties hereby incorporate by reference into the Contract the
Proprietary Software License Agreement (including all Exhibits thereto), attached hereto as
Attachment A.
3. Payment and Acceptance. The Town shall pay Prototype for all Deliverables on the following
schedule:
LICENSE FEES
PAYMENT
EVENT
80% of license fees
upon delivery of EMS/PC multi -user and EMS/PC
Barcode Module
20% of license fees
upon the earlier of Acceptance (in accordance with the
Acceptance Test described in Attachment B) or 60
days after delivery of EMS/PC multi -user and
EMS/PC Barcode Module
BARCODE EQUIPMENT AND SERVICES
100% upon delivery of barcode equipment and services
Payment Terms: Net due and payable within 30 days of date of invoice.
4. Training Program. The training program includes 4 training person -days delivered in 2 two -
day site visits.
Page 2
5. Interface to the Town's Automated Fuel Dispensing System.
The Town must furnish to Prototype (1) a record layout for its automated fuel system and (2) a
diskette containing several fuel transactions. Prototype will review both items and determine if
one of the PetroVend interfaces in EMS/PC already matches the record layout of the Town's
system. If the Town's system matches an existing interface, Prototype will not charge for the
interface; if the Town's system does not match an existing interface, Prototype will develop an
interface for $1,000.00.
6. EMS/PC System Maintenance. The license fees set forth under Section 1 above include one
year of participation (starting from the earlier of (1) Acceptance or (2) 60 days after delivery of
EMS/PC) in the EMS/PC Support Program. Beginning in year two, the annual cost of the
Support Program shall be 20% of the license fees for EMS/PC, any optional EMS/PC modules
Iicensed, and any custom interface programs (except the fuel system interface which does not
require maintenance).
Based upon the license fees set forth under Section 1 above, Prototype will charge annually 20%
of the license fees for EMS/PC and the EMS/PC Barcode Module for a total annual fee of
$3,300. If, after the date of the Contract, the Town licenses optional modules or contracts for
development of enhancements requiring annual maintenance (not all require maintenance), it
agrees to pay annually 20% of the license fee for such optional module, or enhancement, in
addition to the $3,300, as of the first support period after the date of license or contract.
The annual cost of the EMS/PC Support Program remains fixed for the first three years in which
support payments are due. Thereafter, the cost becomes subject to proportional increases based
on changes in Prototype's license fees, as described in Attachment A, Exhibit C, Section 4(c).
Participation in the EMS/PC Annual Support Program entitles the Town to:
Technical Support. Prototype provides an 800- number that the user can call on an
unlimited basis for questions about EMS/PC and about fleet operations. Prototype
provides answers to questions in a timely manner, and support staff are available for
questions from 6:OOAM to 5:30PM Pacific Time.
User's Group Meeting. Prototype organizes a National User's Group Meeting at least
once every twelve months for its users to attend. The meeting covers fleet management
issues and problems, provides sessions on how to use EMS/PC to improve fleet
management as well as training and technical sessions, and fosters networking among
the users. Prototype also facilitates the organization of Regional User's Group Meetings
in the Northwestern, Southeastern, Western and Midwestern regions of the United States
which enable users who are unable to attend the National Meeting to exchange ideas
about fleet management and using EMS.
Enhancement Program. On an annual basis, Prototype makes significant enhancements
to EMS/PC based on input received at the User's Group Meetings and its own ideas.
These enhancements include improving the functional capabilities of EMS, as well as
developing new user interfaces to facilitate data entry and data display.
Time of the Essence. Prompt delivery of all deliverables is essential to this Agreement.
Equal Employment Opportunity. Prototype warrants that it is an Equal Opportunity Employer
and shall comply with applicable regulations regarding equal employment opportunity.
Prototype shall not discriminate in the employment of any person because of race, color, national
Page 3
origin, ancestry, mental or physical disability, medical condition, marital status, sex, age or
sexual preference, unless based upon a bona fide occupational qualification pursuant to the
California Fair Employment and Housing Act.
9. Notices. All notices to be given with respect to this Agreement shall be addressed as follows:
To the Town: Town of Los Gatos
PO Box 949
Los Gatos, CA 95031
To Prototype: Prototype Incorporated
3550 Round Barn Boulevard, Suite 302
Santa Rosa, CA 95403
Attn: Gregg Jacobs, Director of Marketing
10. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing
waiver or a waiver of a subsequent breach of the same or any other provision of the Agreement.
11. Modifications. No modification, waiver, termination or amendment to this Agreement is
effective unless made in writing signed by the Town and Prototype.
12. Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction,
the remainder of the Agreement shall remain in effect.
13. Entire Agreement. This Agreement sets forth the entire understanding between the parties.
The Agreement has been executed by the following duly authorized representatives for each party:
PROTOTYPE INCORPORATED
Bruce Jacob
President
' /4- /tl 6
APPROVED AS TO FORM:
arry Anderson, Town Attorney
ATTEST:
Marian V. Cosgrove, Town Clerk
TOWN OF LOS GATOS
David W. Knapp
Town Manager
Page 4
ATTACHMENT A
PROPRIETARY SOFTWARE LICENSE AGREEMENT
This Proprietary Software License Agreement is entered into on 1996,
between Prototype Incorporated, 3550 Round Barn Boulevard, Suite 302, Santa Rosa, CA 95403 ( "Licensor ")
and the following licensee ( "Licensee "):
Town of Los Gatos
110 East Main
Los Gatos CA 95032
Licensor has developed and owns the proprietary computer software identified in Exhibit A, and referred to in
this Agreement as the Product. Licensee desires to acquire the right to utilize the Product. No official or
employee of Licensee has any financial interest in the subject matter of this Agreement.
The parties therefore agree as follows:
License. Effective upon the date of this Agreement, Licensor grants to Licensee a perpetual non - transferable,
non - exclusive license to use the Product upon the terms and conditions set forth herein and in Exhibits A, B
and C.
Price and Terms. The total price for the Product for the single file server identified in Exhibit B is set forth in
Exhibit A, and is payable in accordance with the terms and conditions of the Fleet Management System
Contract. Additional terms relating to price are set forth in Exhibit C.
EXHIBIT A
PRODUCTS COVERED AND PRICES
This Agreement applies to the products checked below. The total of the prices applicable to each checked
product shall be the total price under this Agreement. The prices shown below do not include sales tax, are the
current prices at the date of this Agreement, and may change in the future.
Product
Current Price (plus appropriate sales
tax where applicable)
EMS/PC Multi -User, up to 500 equipment units
$14,000.00
EMS/PC Barcode Module
2,500.00
EXHIBIT B
COMPUTER IDENTIFICATION
Computer location: Los Gatos Civic Center
Los Gatos Service Center
Computer configuration:
Single user:
Manufacturer and model
Multi- users:
Local area network file HP 9000/837
server make and model HP Net Server LH after April 96
Local area network control
program make and model Net Ware for HP 9000 VR 3.11A
Workstations _ monochrome displays, each
with minimum 640K bytes memory
_ color displays, each with
minimum 640K bytes memory
All users:
PC- DOS/MS -DOS version
Diskette drives
Hard disk drives
Tape backup subsystem
Other equipment
v.5.00
_ drives, each 360K bytes
drives, each 1.2M bytes
6 drives, each I AM bytes
_ drives, each M bytes
6 drives, each 240 M bytes
HE Internal DAT Drive
HP Pri n M - I.Ls r jet 4
EXHIBIT C
TERMS AND CONDITIONS
1. Delivery of the Product. The Product is delivered on a set of 5.25" or 3.5" diskettes, as Licensee shall
designate to Licensor, together with one copy of a separate User's Manual, and includes the following diskette
files ( "Diskette Files "):
one copy of the executable program code
one copy of a program to create the (empty) Product master files
one copy of a file of help information for display on -line in the Product
files used during installation of the Product
files defining the Product data dictionary
2. Price and Terms. If Licensee desires to operate the Product on any other file server (other than a
replacement for the file server identified in Exhibit B), Licensee shall notify Licensor in writing identifying
each file server on which Licensee plans to operate the Product, and shall obtain an additional copy of the
Product for each such other file server. For each additional copy of the Product to be operated, the additional
price shall be an amount equal to eighty percent (80 %) of the current price for the Product at the time of the
notice to Licensor, and shall be payable in full upon receipt by Licensee of the Product and an invoice therefor
The identification of each such file server shall become a part of Exhibit B.
3. Warranty.
(a) Licensor warrants that the Product will perform as described in the User's Manual and the help file
when it is used in accordance with the instructions and other information contained in the User's Manual and
help file. The period of the warranty ( "Warranty Period ") shall be one year commencing upon the earlier of
(1) Acceptance of the Product in accordance with Attachment B, or (2) 60 days after delivery of the Product.
(b) THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(c) Licenser's sole obligations under the warranty shall be to insure that the Product will perform as set
forth in (a) above and to make available to Licensee the program of maintenance and support described in
Paragraph 4(b). All costs and expenses incurred by Licensor in performing the warranty shall be for the
account of Licensor. Licensor shall not, however, be responsible for any expenses incurred or profits lost by
Licensee in connection with either the failure of the Product to perform as warranted or performance of the
warranty.
(d) Any alteration whatever to any Diskette File delivered pursuant to this Agreement shall render this
warranty void in its entirety.
(e) Notwithstanding the provisions of (b) and (c) above, Licensor shall indemnify and hold Licensee
harmless with respect to any claim made against Licensee that the Product infringes upon the proprietary rights
of others.
(f) Licenser's liability under this Agreement for damages including but not limited to liability for
infringement upon the proprietary rights of others, regardless of the form of action, shall not exceed the total
price paid pursuant to this Agreement.
4. Maintenance.
(a) Licensor shall offer a program ( "Program ") of maintenance and support for the Product. The Program
will be divided into annual periods ( "Program Periods "), the first of which will begin on the day following the
earlier of (1) Acceptance of the Product in accordance with Attachment B, or (2) 60 days after delivery of the
Product.
(b) The Program shall include the following: (1) distribution of the corrections, updates and enhancements
referred to in Paragraph 5; (2) access to qualified telephone hot -line support from Licensor (during Licensor's
normal business hours) in connection with any aspect of installation or operation of the Product; (3)
membership in any user's group of the Product licensees which Licensor may organize.
(c) The annual cost for the Program will be an amount equal to 20% of the aggregate purchase price paid
by Licensee for all copies of the Product licensed as of the first day of each annual Program Period. In the
event that Licensee licenses an optional module after the date of this Agreement, the annual cost for the
Program will be increased by an amount equal to 20% of the aggregate purchase price of such optional module
as of the first day of the Program Period immediately following the Program Period in which such optional
module was licensed. The annual cost for the first Program Period is included in the price set forth in this
Agreement. For periods beginning on or after four years following the earlier of (1) Acceptance of the Product
in accordance with Attachment B or (2) 60 days after delivery of the Product, the annual cost of the Program
will be subject to adjustment proportional to any increases or decreases in Licensor's established price(s) for
the Product(s) licensed.
(d) At least 30 days prior to the expiration of each annual Program Period for which Licensee has joined
the Program, Licensor shall notify Licensee of its option to join or continue in the Program. If Licensee so
elects, Licensee shall pay to Licensor an amount equal to the annual cost of the Program.
(e) If Licensee fails to join the Program for any annual period, as a prerequisite to rejoining the Program
for any subsequent period Licensee shall pay to Licensor an amount equal to the annual cost of the Program
for each Program Period or partial Program Period in which Licensee did not participate, as well as the cost for
the annual Program Period for which Licensee is rejoining. Upon receipt of such payment, Licensor shall
reinstate Licensee in the Program.
5. Enhancements and Corrections.
(a) From time to time, Licensor may discover, either itself or from its licensees, errors ( "Errors ") in the
Product. Licensor shall notify Licensee of and provide corrections ( "Correction ") for all Errors discovered
during the Warranty Period or during any Program Period (as defined in Section 4(a) above) during which
Licensee is a member of the Program, within ninety (90) days after the discovery. The Correction shall be in
the form of diskettes containing a corrected copy of any portions of the Product which were changed to correct
an Error, and shall be accompanied by installation instructions. From time to time, Licensor shall also provide
an updated copy of the help file and updated pages for the User's Manual to incorporate in them any changes
required by Corrections issued.
An actual problem shall be an instance of an Error in the Product or a failure to perform as stated in its
documentation. Licensor shall act to resolve and correct all actual problems originating in the Product. If
Licensor believes in good faith that an actual problem is attributable to hardware or to software other than the
Product, Licensor shall so notify Licensee, with Licensor's reasons for such belief, and Licensee shall refer the
actual problem to the appropriate other source for resolution. Licensor shall assist and cooperate fully with
Licensee and any such other source in seeking a resolution of any problem requiring any action by or
information from Licensor. In the event of a disagreement between Licensor and any such other source over
the proper attribution of an actual problem, Licensor shall use its best efforts to resolve such disagreement.
(b) From time to time, Licensor may develop enhancements to or updated versions of the Product
('Enhancement "). Enhancements shall be developed only in the next- to -be- released version of the Product,
and not in previous versions. If an Enhancement is made available by Licensor during any Program Period
during which Licensee is a member of the Program, Licensor shall notify Licensee in writing of the existence
and nature of the Enhancement and shall make the Enhancement available to Licensee in the form of diskettes
containing the enhanced or updated version of the Product, accompanied by installation instructions and an
updated copy of the help file; from time to time Licensor shall provide updated or new pages for the User's
Manual to cover such enhancements to or updated versions of the Product.
6. Ownership and Use of the Product. The only right in the Product which is conveyed to Licensee under
this Agreement is the right to use the Product, with respect to only its own operations, in machine readable
form on the computer or computers identified in Exhibit B. The term "use" means copying the Product from
storage media into the central processor of the computer for processing and executing the code. All other
right, title and interest in all copies of the Product, including Enhancements, remains in Licensor as the
proprietary information and trade secret of Licensor whether or not any portion of the Product is or may be
validly copyrighted or patented. In particular, but without limitation, this Agreement does not convey to
Licensee or any of its agents or employees any of the following rights unless the prior written consent thereto
of Licensor is obtained:
(a) To make any copies of all or any part of the Product (including documentation) on any media other
than for purposes of Licensee's internal use, back -up, emergency restart, or replacement of media at a
computer identified in Exhibit B;
(b) To assign (whether voluntarily, by operation or law, or otherwise), sublicense, transfer or deliver any
copies of all or any part of the Product in any form to any person, firm, corporation or other entity of any kind
or description;
(c) To use the Product for the benefit of any other person, firm, corporation or other entity of any kind or
description, whether as a "service bureau" or in any other manner;
(d) To alter any portion of the Product in any manner, except with the prior authorization of Licensor,
which shall not be unreasonably withheld.
7. Licensee's Responsibilities
(a) Licensee shall be exclusively responsible for the supervision, management and control of its use of the
Product (in accordance with Licensor's instructions, when given), including without limitation: (1) assuring
proper machine configuration, program installation, audit controls and operating methods; (2) establishing
adequate backup plans based on alternate procedures or on access to qualified personnel who are capable of
resolving issues relating to computer hardware, network configuration, workstation operating system, and
workstation configuration; and (3) implementing sufficient procedures and checkpoints to satisfy its
requirements for security and accuracy of input and output as well as restart and recovery in the event of a
malfunction.
(b) Licensee shall take appropriate action with its employees, agents and contractors, by agreement or
otherwise, to satisfy its obligations under this Agreement with respect to use, copying, modification, protection
and security of the Product.
(c) Licensee shall designate a representative to receive notices and communications from Licensor related
to this Agreement.
(d) On any termination of this Agreement for any reason, Licensee shall deliver to Licensor all materials
(including object programs, data files and written materials) furnished by Licensor pertaining to the Product,
and shall warrant in writing to Licensor that all copies of the Product in possession of Licensee, including both
magnetic and written materials, have been destroyed without backup. Occurrence of any of the events
described in Sections 8(a), (b) or (c) below shall not result in termination of this Agreement.
(e) Licensee is responsible for delivering the specified computing platform ready for installation of the
Product. This responsibility includes:
(1) Proper installation, wiring and connection of all hardware components, including without
limitation, host processors, file servers, database servers, workstations, terminals and printers;
(2) Proper installation of all system software required to support all hardware components;
(3) Proper preparation and allocation of disk resources for the Product; and
(4) Proper setup of any user accounts, rights and permissions required for operation of the
Product.
(5) Purchase, installation and ongoing administration of the appropriate SQL server software and
any associated equipment to be used in conjunction with Version 3.3 and later versions of the Product.
If Licensee requests assistance from Licensor in any of these matters, Licensee shall pay for Licensor's time at
the rate of $125 per hour. If Licensee requests that Licensor provide on -site assistance in any of these matters,
the minimum amount of time for which Licensee must pay is eight (8) hours.
8. Escrow. Licensor has deposited a copy of the source code for the Product and Licensor's program
documentation, in the form of 3.5" high - density diskette files, to be placed into escrow with the following
escrow agent ( "Escrow Agent "):
Seiler and Company
1100 Marshall Street
Redwood City CA 94063
Licensor will take steps to insure that Licensee shall have the right, pursuant to the escrow agreement between
Licensor and the Escrow Agent and upon payment of any costs involved, to obtain a single copy of such
source code and program documentation upon occurrence of any of the following events:
(a) Persistent failure or refusal, continuing for a period of sixty (60) days after written demand by
Licensee, by Licensor to perform any of its obligations under this Agreement, including but not limited to the
continuance of the Program.
(b) Discontinuance of business by Licensor because of bankruptcy (as evidenced by bankruptcy filing),
receivership, dissolution or other form of permanent business disruption; provided that such business is not
continued by a successor willing and able to perform the obligations of Licensor under this Agreement.
(c) Abandonment by Licensor of attempts to market the Product for a period of one hundred eighty (180)
days.
If Licensor makes corrections or enhancements to the Product, Licensor shall deposit a copy of the updated or
enhanced source code for the Product with the Escrow Agent at the time such corrections or enhancements are
made available to Licensee.
9. Breach
(a) For any breach of the provisions of Paragraphs 2, 6 or 7(b), Licensor shall have the right to terminate
this Agreement, in addition to any other rights available to it, and to repossess the Product as described in
Paragraph 7(d).
(b) Upon any termination of this Agreement, Licensee shall return to Licensor all materials (diskettes and
manuals) received from Licensor pursuant to this Agreement, and shall certify to Licensor in writing that all
copies of all diskette files listed in Paragraph I made by Licensee have been destroyed without backup.
10. On -Site Services Policy.
(a) Scheduling: Licensor will provide each licensee with a choice of unreserved on -site services dates
upon request.
(b) Reserved Dates: Licensor will require Licensee to specify in writing the on -site services dates it wishes
to reserve. Upon receipt of written notification, Licensor will formally reserve those dates for Licensee and
will begin making travel arrangements.
(c) Cancellation: Licensor will accept cancellation of on -site services dates up to one month prior to the
dates. For cancellations less than one month in advance of the first of a group of consecutive on -site services
days, Licensor will charge a service fee of $500 and Licensee will reimburse Licensor for any travel expenses
incurred for which Licensor cannot secure a full refund.
(d) Attendance Limitations. Licensee may include as many people as it wishes in each on -site services
session.
(e) Hardware and Facility Recommendations. Licensor will not furnish any hardware required in
connection with on -site services, but will provide Licensee with hardware and facility recommendations upon
scheduling of on -site services.
(f) Barcode Module Users. If Licensee procures the Barcode Module and associated barcode hardware, it
will be responsible for setup of all barcode hardware and charging of batteries prior to on -site services.
Licensee may designate a portion of on -site services time for setup by Licensor of barcode hardware.
However, batteries must be charged by Licensee prior to on -site services.
11. Barcode Module Eproms. In connection with the Barcode Module of the Product, if Licensee purchases
from Licensor any Microwand barcode readers for use with the Barcode Module of the Product, Licensor
provides an eprom for each such Microwand which contains software to enable the Microwand to work
properly with the Product. When Licensor makes available a new version of the Product, Licensor may
require that Licensee exchange the eprom inside each such Microwand for a similar eprom containing an
updated version of such software. If Licensee returns an eprom to Licensor in good and re- usable condition,
Licensor will provide a replacement eprom containing an updated version of such software at no charge to
Licensee. For each eprom which Licensee fails to return to Licensor for exchange, and for each eprom
returned to Licensor in damaged or unusable condition, Licensee will pay to Licensor, upon receipt of an
invoice therefor, the sum of $20 as a service charge for replacement of the eprom.
ATTACHMENT B
Acceptance of Software
Prototype shall assist the Town in performing the following testing procedure during its second
training visit in order to determine that EMS satisfactorily complies with the specifications of the
RFP and Prototype's proposal. The Town will make available sufficient staff time and access to
EMS from various workstations /terminals to conduct the acceptance test expeditiously.
The Town will identify a small subset of the entire fleet operation on which to perform testing.
The test will include the following steps:
Functional Test
• Set general configuration parameters and options
• Add and modify entries to all system tables, including repair and PM tasks, vendors,
employees, departments, locations, equipment classes, PM programs and standards
• Define and verify the security and access control functions
• Add and modify equipment master records
• Add and modify parts master records
• Order and receive parts into inventory and check inventory status (quantity and value on
hand and on order) at each stage of the process
• Charge internal and external fuel to equipment units, and verify the charges of quantity
and cost as well as proper inventory relief
• Open a repair order and a PM order for an equipment unit
• Charge labor to the work orders and verify the charges /credits of hours and costs
• Charge inventory parts to the work orders and verify the charges /credits of quantity and
cost as well as proper inventory relief
• Charge non - inventory parts to the work orders and verify the charges /credits of quantity
and cost as well as proper inventory relief
• Charge commercial charges to the work orders and verify the charges of labor and parts
• Close the repair and PM orders and verify the transfer of data to summary and detail
history, as well as to the equipment unit
• Transfer a part from one stock location to another
• Adjust parts inventory both upward and downward
• Generate a sampling of standard reports
• Execute end of month processing and verify the movement of data from current month to
first previous month on relevant tables
• Exercise the capabilities of the report generator
Page I
Load Test
Process transactions from multiple terminals, using EMS' data import capabilities, to simulate a
normal live load on EMS.
Procedures
The Town will make available sufficient staff time and access to EMS from various workstations
to conduct the acceptance test expeditiously.
During both test phases, the Town will make a written record of any problems encountered, with
appropriate supporting descriptions to facilitate diagnosis and correction. If no problems are
encountered, the Town will certify that EMS has passed the test phase.
If any problems are encountered, the Town and Prototype will attempt in good faith to reach
agreement on whether the problems would prevent the Town from commencing production
operations with EMS or substantially inhibit the Town's use of EMS if production operations
were commenced.
If agreement is reached that production operations can be commenced without substantial
inhibition, Prototype will provide to the Town a written statement that the problems will be
corrected by a stated date acceptable to the Town, and the Town will immediately certify that
EMS has passed the test phase.
If agreement is reached that the problems either prevent the Town from commencing production
operations with EMS or would substantially inhibit the Town's use of EMS if production
operations were commenced, or if the Town and Prototype are unable to agree, Prototype will
provide to the Town a written statement that the problems will be corrected by a stated date
acceptable to the Town, and the Town will certify that EMS has passed the test phase upon
receipt of an updated version of EMS and verification that the problems have been resolved. The
Town shall perform such verification within five working days after receipt of the updated
version, and shall communicate the results of its verification to Prototype.
2