Loading...
06 Staff Report - Town Wide Infrastructure Asset Management ProgramMEETING DATE: 4/4/05 pow a aF ITEM NO. 6 41"o *Ya COUNCIL AGENDA REPORT Z~S GK DATE: MARCH 25, 2005 TO: MAYOR AND TOWN COUNCIL FROM: DEBRA J. FIGONE, TOWN MANAGER SUBJECT: PROJECT 02-07- TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT PROGRAM A. ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AMENDMENT TO THE AGREEMENT WITH CARTEGRAPH SYSTEMS, INC. TO PROVIDE ADDITIONAL SOFTWARE AND SERVICES AND TO EXTEND THE AGREEMENT FOR ANOTHER YEAR IN CONNECTION WITH THE TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT PROGRAM B. AUTHORIZE A BUDGET IN THE AMOUNT OF $18,507.50 FOR STREET LIGHT AND TRAFFIC SIGNAL SOFTWARE MODULES TO INCLUDE LABOR AND INSTALLATION. RECOMMENDATION: 1. Adopt resolution (Attachment 1) authorizing the Town Manager to execute an Amendment (Exhibit A) to the Agreement (Attachment 2) with Cartegraph Systems, Inc. to provide additional software and services and to extend the agreement for another year in connection with the Town Wide Infrastructure Asset Management Program. 2. Authorize a budget in the amount of $18,507.50 for street light and traffic signal software modules to include labor and installation. BACKGROUND: The management of infrastructure assets to optimize their useful life and reduce maintenance costs is an ongoing challenge for many organizations. The Town has been working toward shifting its approach to management infrastructure from that of a "dire need" maintenance approach to one of a "preventive" system of maintenance and rehabilitation. The Town, like all organizations, is forced to do more with fewer resources and funds. This places more importance on the need to have a central repository of asset data to be used in prioritizing and managing projects, maintenance activities, and resources. PREPARED BY: firector E. CURTIS of Parks and Public Works Reviewed by: ft-Assistant Town Manager -Town Attorney Clerk Administrator _-Finance Community Development Revised: 3/25/05 3:30 pm Reformatted: 5/30/02 N:\B&E\COUNCIL REPORTS\02-07.cartegraph.amendment.wpd PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: PROJECT 02-07- TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT SERVICES MARCH 25, 2005 The Government Accounting Standards Board (GASB) in 1999 approved Statement 34 requiring that state and local government report on the value of their infrastructure assets, including roads, utility facilities, buildings, and any publicly owned assets. This is widely considered to be the most significant pronouncement in the history of government financial reporting and affects more than 84,000 state and local governments in the United States. GASB34's infrastructure reporting requirements are intended to improve fiscal accountability for public agencies. An ongoing inventory of the assets is needed to meet GASB 34 requirements. With the technological advances in recent years, comprehensive public works tools are now available to create an effective asset management system. Automating the once manual system of managing assets does more than increase speed and efficiency of the process; it also ensures that data is more accurate through standardized procedures. After over one year of review, analysis, and demonstration of products, on March 15, 2004, the Town of Los Gatos (Town) entered into an agreement with Cartegraph Systems, Inc. (Consultant) to provide software, support, and implementation resources for the Town Wide Infrastructure Asset Management Project. The approach was to start slowly, focusing first on areas of immediate needs (i.e. work orders, call center, and fleet program), followed by purchasing other software modules as staff gets trained and becomes familiar with the program and its applications. T)TSCT TSSTON- The collection of data, for each public asset which the Town owns, creates challenges and opportunities. For some assets, such as street lights and traffic signals, the Town already has the inventory at hand. This data can be entered into the asset management program and used immediately. Acquiring the street light and traffic signal software modules will enable the Town to leverage the training now underway, as well as to more effectively manage this equipment. For other assets, such as signs, trees, and facilities, the Town does not have an existing database of information and would have to collect this data prior to implementation of these software modules. The original agreement with Cartegraph Systems, Inc. is due to expire on March 24, 2005. An amendment to the Agreement is necessary to extend the agreement for another year and to allow the Consultant to provide additional street light and traffic signal software modules and services in connection with the Town Wide Infrastructure Asset Management Program as outlined in the attached Change Order to Software and Services Agreement from Cartegraph Systems, Inc. (Attachment 3). ENVIRONMENTAL ASSESSMENT: The project is Categorically Exempt pursuant to Sections 15301(c), 15303(e) and 15304(b) of the State CEQA guidelines. PAGE"3 MAYOR AND TOWN COUNCIL SUBJECT: PROJECT 02-07- TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT SERVICES MARCH 25, 2005 CONCLUSION: Staff recommends approval of the Amendment to the Agreement with Cartegraph Systems, Inc. for street light and traffic signal software modules to include labor and installation. FISCAL IMPACT: The current proposal from Cartegraph Systems, Inc. for the amount of $ 18,507.50 covers all costs for software purchases, training, maintenance, and implementation of the street light and traffic signal phase of the program and will be funded in Project 400-0207. The annual maintenance cost (which includes all technical support, training, and software upgrades for this software program) is covered until March 2006 and would be renewed at that time for the following year. The cost for that renewal will be approximately $17,000. There is funding available per the approved FY 2004/05 Capital Improvement Budget, Project 400-0207, as demonstrated below: FY2003/04 FY2003-04 Fiscal Year Actual FY2004-05 !Town Infrastructure 400-0207 Adjusted 1 Expended/Encumbered Available Budget ~ Or Planned To Date Balance TY2003/04 Adopted Budget $ 245,000 j $ 111,079 € $ 133,921 !Total Town Infrastructure 400-0207 FY2004/05 IFY2004/05 Carr Forward 133,921 77,061 ! 56,860 [ProposedContract-Signal Software 18,508 1, Propos ed Contract Extens ion $ 17,000 !Total Town Infrastructure 400-0207 $ 133,921 ? $ 112,569 ` $ 21,352 Attachments: 1. Resolution approving Amendment to Agreement with Cartegraph Systems, Inc. 2. Original Agreement dated March 24, 2004 . Change Order dated March 2, 2005 3 RESOLUTION RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AMENDMENT TO THE AGREEMENT WITH CARTEGRAPH SYSTEMS, INC. TO PROVIDE ADDITIONAL SOFTWARE AND SERVICES AND TO EXTEND THE AGREEMENT FOR ANOTHER YEAR IN CONNECTION WITH THE TOWN TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT PROGRAM WHEREAS, on March 15, 2005, the Town of Los Gatos entered into an agreement with Cartegraph Systems, Inc. to provide software, support, and implementation resources for the Town Wide Infrastructure Asset Management Program. WHEREAS, anAmendment to the Agreement is necessary for Consultant to provide additional street light and traffic signal software modules and services and to extend the agreement for another year in connection with the Town Wide Infrastructure Asset Management Program as outlined in the attached amendment. NOW THEREFORE BE IT RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into an Amendment to the Agreement (Exhibit A) to extend the agreement for another year and to provide additional services, and that the Town Manager is authorized, and is hereby directed, to execute an Amendment to the Agreement. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the th day of , 2005 by the following vote: COUNCIL MEMBERS: AYES : NAYS: ABSENT: ABSTAIN: SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA Attachment 1 AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT is entered into this day of 2005, by and between the Town of Los Gatos, State of California, herein called "Town," and Cartegraph Systems, Inc., herein called "Consultant." RECITALS A. Town and Consultant entered into an agreement to provide Town Wide Infrastructure Asset Management services on March 24, 2004 ("Agreement"), a copy of which is attached hereto as (Attachment 1) and incorporated herein by reference. B. Consultant will provide one "street light" and one "traffic signal" software modules as outlined in (Exhibit A) of this amendment. C. Town desires to renew the Contract Agreement for a period from March 24, 2005 through March 24, 2006. AMENDMENT The agreement is amended to provide for the purchase of one software module for "street light" and one software module for "traffic signal," along with a year of platinum maintenance for an amount of $11,907.50. 2. The agreement is amended to provide for labor and related services for installation of software, modification services, training, and implementation of "street light" and "traffic signal" software for an amount of $6,600.00. 3. The total cost for the software and maintenance amounts to $18,507.50. 4. Time of Completion of the Contract Agreement is hereby amended to provide that the term of the Contract Agreement is for a period of one year from March 24, 2005 through March 24, 2006. 5. All other terms and conditions of the Agreement dated March 24, 2004 remain in full force and effect. Exhibit A,. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos: by: Debra J. Figone, Town Manager Cartegraph, by: (Signature) Town of Los Gatos Recommended by: John E. Curtis Director of Parks and Public Works ATTEST: Town of Los Gatos, California (Print Name) Approved as to Form: Marlyn Rasmussen, Clerk Administrator Orry P. Korb, Town Attorney ' 1F FICE OF THE TOWS UEKPk h AGRLIN .rf3 IHH ORD ".EC `..r.SO.-_,. PROJECT 02-07 TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT Software and Services Agreement February 06, 2004 Submitted by: Carte'Graph Powering Public. Works 3600 Digital Drive Dubuque, IA 52003 800.688.2656 563.556.8120 Attachment 2 CarteG raph Powering Public Works Table of Contents Objectives 1 Scope Of Project 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 PROPRIETARYINFORMATTON. 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. i The Town of Los Gatos, California 02106104 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 of the project is to provide to the Town of Los Gatos, California the assistance required to implement t e 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, Modification, Education, and Conversion Services to ensure successful production deployment of the WORKdirector, CALLIink, and Fleet Management Enterprise Edition modules. Scope of Project Software Licenses As part of this 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 WORKdirector o CALLIink o WORKdirector for Fleet Management o MAPdirector 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 for the timely performance of all Professional Services and warrants that all professional and technical services provided to the Town pursuant to this Agreement shall be of good and workman like quality and will meet or exceed standards of similar 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 Page I The Town of Los Gatos, California 02106104 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 CarteGraph 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 functionalities, 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 technical resources 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 as: Fixed Cost Page 2 The Towri of Los Gatos, California 02106104 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 trap 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 CALLlink/WORKdirector c. 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 service are quoted as: Daily Cost 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 upon initiation 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 a task-level plan for project 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 Page 3 The Town of Los Gatos, California 02106104 GIS Integration. 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 WORKdirector or CALLlink 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 umerades 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 6200 (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 Cart8Graph's web site. (http://www.cartegraph.com) 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 of any engagement of this nature is the personnel assigned to carry out the responsibilities. Responsibilities of each project participant: 1. 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 completed and 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. . Page 4 The Town of Los Gatos, California 02106104 2. CarteGraph Implementation Consultants - These CarteGraph employees are responsible for providing advice and direction relating to specific technical aspects of the project, including database management systems and software application installation. CarteGraph professional staff members are highly qualified consultants with broad and detailed knowledge of the Cart eGraph 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 Car*G ra-p 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 communications and the development, distribution, and training of the Town standard operating procedures. Further, and with regard to the CarteGraph obligations listed under the "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 of the 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. Page 5 The Town of Los Gatos, California 02106104 Software Costs and Professional Service Fees Service Cost Definition Fixed: Services will be billed as quoted in the Cost Proposal. 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 SOL database) Concurrent Licenses License Fees First year Platinum Maintenance WORKdirector 7 $21,000.00 $6,400.00 CALLlink 5 - $7,500.00 $1,500.00 MAPdirector for ArcGIS 1 $2,500.00 $500.00 WORKdirector for Fleet Management 3 $4,500.00 $900.00 TOTALS $35,500.00 59,300.00 *Software Prices in effect for 12 months from the date of this Agreement. PROFESSIONAL SERVICES COST DETAIL Unit Price Units Type Operational Consultation Services $11,400.00 1 Fixed $11,400.00 Modification Services (misc) $1,450.00 1 Dail 51,450.00 Installation Services $7,200.00 1 Fixed $7,200.00 Conversion Services $2,900.00 1 Fixed $2,900.00 Integration to GIS $1,500.00 1 Fixed " S1,500.00 Education $1;450.00 4 Dail $5,800.00 Project Management $8,000.00 1 Fixed $8,000.00 Implementation Support including; Deployment Support Off site/On site Productive Use On-Site Support Post Production System Use Check U $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% 53,696.00 TOTAL $103,996.00 OPTIONAL SERVICES Unit Price Units Type Total Cost Web based Citizen Request* $15,000.00 1 Fixed $15,000.00 Internet Mentorin $1,000.00 As required Sessions $1,000.00 Page 6 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 Cart8Graph'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 any given 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. Town may 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. Cart8Graph'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 Page 7 The Town of Los Gatos, California 02106104 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 (S 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 of this 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 the subject 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 of this 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 of the 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. Severabilitv. The terms and conditions of this 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 of this 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: Page 8 The Town of Los Gatos, California 02106104 Accepted: TOWN OF LOS GATOS, CA Town Manag br J. Figone ~~o y Date Recommended by: Director f arks and Public Works John E. Curtis Date Appro as t' Orr orb own Attorney Accepted by CarteGraph Systems, Inc.: 4"w Mark Weber, CFO 3 ~U Date hziZ~4, Date Page 9 Marian Cosgrove, Secretary The Town of Los Gatos, California 02106104 Exhibit A-CarteGraph Insurance Certificate Insurance Certificate issued by: Friedman Insurance 202 Fischer Bldg. PO Box 759 Dubuque Iowa 52003 (319) 556-0272 Page 10 The Town of Los Gatos, California March 2, 2005 Change Order to Software and Services Agreement RE: PROJECT 02-07 - TOWN WIDE INFRASTRUCTURE ASSET MANAGEMENT The following Additional Services are amended to and become part of the Software and Services Agreement executed March 24, 2004, between the Town of Los Gatos, hereinafter referred to as "Customer," or "Licensee" whose address is the Town of Los Gatos, 41 Miles Avenue, Los Gatos, California 95031 and CareGraph Systems, Inc. 3600 Digital Drive, Dubuque, Iowa 52003, hereinafter referred to as "CarteGraph". All Terms and Conditions of said Software and Services Agreement apply to this Change Order for the following Additional Software and Services. Additional Software and Services Software Products Platimmz Maintenance Professional Services Software Products CARTEGRAPH shall provide and deliver licenses to use the Software Products and in the quantities listed in Software And Services Provided. Software Products are developed and supported products available from CarteGraph. CarteGraph will provide these Software Products to Customer in their standard form and at the most current generally available release version level published at that time of installation. CarteGraph software is currently supported within the following: PLATFORM: Windows, NT4, 2000, 2003, XP. Supported operating systems will be listed on CartEGraph's web site. (http://www.cartegraph.com) DATABASE: Access, MSDE, SQL 7.x, SQL 2000, Oracle 8.x, Oracle 9.i Platinum Maintenance Services And Products Covered: This Agreement applies to the Software Products listed in Software And Services Provided. During the term of this Agreement, Cart8Graph will provide the following services or products as part of this Agreement 1. Technical Support: Customer 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 6200 (supi)ortCcc6,cartetral..)h.com). 2. All updates and upgrades to licensed products for the term of the maintenance agreement. Platinum Maintenance shall be in effect for the Initial Term of twelve (12) months from the Initial Tenn Start Date through the Initial Term End Date for each Software Product. Platinum Maintenance shall automatically renew at the end of the Initial Tenn for unlimited, successive 12-month Renewal Terms. Customer may terminate Platinum Maintenance at the end of the Initial Tenn or any subsequent Renewal Term by notifying CarteGraph in writing of their intention to do so at least 60 days prior to the applicable End Date for that term. C0502006 1 i. A,ttachmer t 3 The Town of Los Gatos, California Professional Services March 2, 2005 CarteGraph shall provide the following Professional Services to implement and deploy the Software Products. CarteGraph shall be responsible for the timely performance of all Professional Services and warrants that all professional and technical services provided to Customer pursuant to this Agreement shall be of good and workmanlike quality and will meet or exceed standards of similar professional services within the industry. CarteGraph makes no further warranty, representation or promise not expressly set forth in this Agreement. 1) CarteGraph will provide through Internet access, expert technical resources to work with Customer' Information Systems personnel to install, configure, and optimize the Software Products in Customer' database environment. Service assumptions include: a) CarteGraph will configure and optimize Customer' existing CarteGraph SQL database. b) CarteGraph will create an Administrator and a User SQL / Oracle security group and create one user-ID assigned to each of the groups. A knowledge transfer will take place that will allow Customer to create and maintain the remaining security records. c) Database replication/synchronization is not required. d) CarteGraph will update and configure the existing application License Server. e) CarteGraph will stage one (1) PC client with the appropriate application(s) and a knowledge transfer will take place that will allow Customer to stage and maintain the remaining PC clients. f) Customer IT staff will be present and available at all times during Installation. 2) Modification Services. CarteGraph will provide programmer time and in the quantity listed in Software And Services Provided in creating forms, filters, and reports for the Software Products to Customer specifications. 3) Onsite Consultation. CarteGraph will provide an onsite consultation service and in the quantity listed in Software And Services Provided. A CarteGraph consultant will provide over-the-shoulder process, procedure, and applications assistance to Customer staff at Customer workstations as a method to reinforce CarteGraph functionality as it relates to Customer daily activities and processes. Customer will provide facilities and any equipment required for the consultation, including server and client computers as necessary. 4) Project Management. 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 Management Task CarteGraph will attend status meetings and employ ongoing Project Management techniques to ensure a comprehensive Project Work Plan is developed, monitored and maintained upon initiation of the project to reflect agreed upon dates and services. C0502006 The Torvn of Los Gatos, California Project Assumptions Professional Services are based on the following assumptions: 1) Onsite Professional Services shall be delivered at the facilities listed below. March 2, 2005 Main Office: The Town of Los Gatos 41 Miles Avenue Los Gatos, California, 95031 2) Professional Services are CarteGraph's not to exceed estimates or fixed fee quotations (see Software And Services Provided) based on projects of similar size and scope and on Customer's assurnption of designated responsibilities. 3) A Project Work Plan including project start date, delivery of Professional Services and conversion specifications will be mutually agreed upon and provided within 14 days from contract signing. The length of the Project Work Plan may not reflect the length of the full product deployment. Deployment completion (productive use) is a customer-driven initiative based on resource allocation and/or organizational requirements. Both parties recognize that time is of the essence and will provide staff resources and efforts to ensure deployment completion occurs as soon as is reasonably possible. Final project dates will be determined and progress will be monitored through joint regular and periodic status meetings. Customer Responsibilities Customer accepts responsibility for all aspects of project planning, management and execution not specifically described under Scope of Project. On-going management of the day-to-day allocation of Customer resources, and management of Customer project tasks is the responsibility of Customer. Customer will provide overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the CarteGraph obligations listed under the Scope of Project section, Customer understands that it is vital to the success of the project that Customer provides assistance in the following matters: 1) For those services listed under Professional Services, CarteGraph personnel will conduct information gathering and evaluation sessions with various Customer users and management. While CarteGraph respects the time and workload of Customer staff, dedicated time on the part of the appropriate Customer resources is necessary to complete these exercises. 2) The installation process requires the periodic assistance of Customer personnel and suitable access to hardware and systems (e.g., security clearance). Customer is encouraged to supervise the installation process while systems are accessible to CarteGraph. It is assumed all hardware, both Personal Computers and Network and Database servers, will be installed and operating in a manner that delivery and execution of CarteGraph Professional Services will not be impeded. 3) Customer understands that the successful performance of Professional Services depends upon Customer fulfilling its responsibilities. The Project assumes that Customer will provide all personnel required to achieve a successful implementation. 4) Customer shall install and network it's own hardware and communications and this will not affect the timing or the delivery of CarteGraph services. 5) Customer will provide Internet access and IT staff support as required. C0502006 The Town of Los Gatos, California Project Investment March 2, 2005 Customer will compensate CarteGraph for the Software Products, Professional Services, and Expenses provided pursuant to this Agreement in the amount listed below. SOFTWARE AND SERVICES PROVIDED SOFTWARE PRODUCTS: First Year (Licensed for use with Microsoft SQL database) Licenses Licenses New / Upgrade i License Fees Platinum Maintenance LIGHTview I New $4,500.00 $1,000.00 SIGNALview 1 New $4,500.00 $1,000.00 CALIFORNIA SALES TAX- 8.25% $742.50 $165.00 PROFESSIONAL SERVICES: Units Unit Type Installation Fixed $700.00 Modification Services 8 Hours $1,400.00 Onsite Consultation 2 Days $2,900.00 Project Management Fixed $500.00 TOTAL PROJECT COST $17,407.50 ESTIMATED TRAVEL EXPENSES2 $1,100.00 Future years' annual Platinum Maintenance for all purchased CarteGraph modules will be 20% of the then listed purchase price. This is currently estimated to be $2,000.00 for the listed modules. Additional Services. In the event it becomes apparent to CarteGraph that service efforts detailed in the Agreement will be exceeded due to any changes in the scope of services required, CarteGraph will notify Customer prior to exceeding the approved efforts. CarteGraph will also provide such additional professional services, including consultation services, customization, data conversion, integration services and training sessions, as may be requested by Customer. In either event, such services shall require advanced written quotation from CarteGraph and approval fi•om Customer. Additional.Services are available to Customer at the rate of $175 per hour for remote services. CarteGraph's onsite service rate is $1,450 per day plus travel expenses. All onsite services require a two-day minimum. 1 Fees listed reflect a 10% discount for the initial purchase price. 2 Travel Expenses are billed based on actual costs incurred. CarteGraph must receive approval from the Town of Los Gatos prior to incurring additional expenses or exceeding this estimate. C0502006 4 MS-1,61 14, LCI-l I II' LoA 1 C c Jr LIAMILI 1 T 1V1Z)Ut'6/ Nt_--C 1 01/15/2004' DUCER (563)5'56-0272 FAX (563) j-4425 IEDMAN INSURANCE INC. OZ FISCHER BLDG. THIS CERTIFICATE IS IS aD AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, .0. BOX 759 'IBUQUE, IA 52004-0759 INSURERS AFFORDING COVERAGE NAIC # iURED CARTE'GRAPH SYSTEMS, INC. INSURERA Cincinnati Insurance Companies 3600 DIGITAL DR INSURER B: DUBUQUE, IA 52003 INSURER C: INSURER D: INSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN( NY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH OLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SR AD NSR O' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY CPP0727883 11/01/2003 11/01/2004 EACH OCCURRENCE S 1,000,00 X - COMMERCIAL GENERAL LIABILITY - D AMAGE TO RENTED PRrM1czr,z fr. S S0,000 7 CLAIMS MADE ® OCCUR MED EXP (Any one person) S 5 , 000 ti X PERSONAL & ADV INJURY S 11000,000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S 2,000,000 POLICY PROJECT • LOC AUT OMOBILE LIABILITY CPP0727883 11/01/2003 11/01/2004 COMBINED SINGLE UMIT X ANY AUTO (Ea accident) 5 1,000,000 ALL OWNED AUTOS r! BODILY INJURY X SCHEDULED AUTOS ^ (Per person) S a HIRED AUTOS BODILY INJURY NON-OWNED AUTOS y;;~~~ , (Per accident) S PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY AUTO ONLY • EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG I S EXCESS/UMBRELLA LIABILITY - CPP0727883 11/01/2003 11/01/2004 EACH OCCURRENCE 1 5 5,000,000 OCCUR F 1 CLAIMS MADE AGGREGATE S 5,000,000 ' X 5 DEDUCTIBLE I s RE T ENTION 5 I s WORKERS COMPENSATION AND WC1914661 11/01/2003 11/01/2004 X WC STATU• O H-~ I FR EMPLOYERS' LIABILITY ANY PROPRIEfOR/PARTNEWEXECUTIVE E.L. EACH ACCIDENT S 100,000 OFFICER/MEMBER EXCLUDED? E.L. DISEASE. EA EMPLOYE S 100,000 II yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT S 500,000 OTHER E5CHI1` 7 IUN UP UPEHA HUNS / LU(;ATIONS / VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PHOVISIONS --I of Los Gatos, it's officers, officials, employees and volunteers are named as Iditional insured under this policy as per attached endorsement as respects to all -at-ions of the insured. :F Town of Los Gatos Attn: Town Clerk 110 E. Main Street P.O. Box 949 Los Gatos, CA 95031 SHOULD ANY ORTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Terrance Friedman -)RD 25 (2001/08) ©ACORD CORPORATION 1988 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. SECTION II - WHO IS* AN INSURED is C amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of your operations or premises owned by or rented to you. B. The following exclusion is added to SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LI- ABILITY, 2. Exclusions and SECTION I - COVERAGES, COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions: The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal and advertising in- jury" arising out of the sole negligence or will- ful misconduct of, or for defects in design fur- nished by, the additional insured or its "em- ployees". SECTION IV - COMMERCIAL GENERAL LI- ABILITY CONDITIONS, 5. Other Insurance is amended to include: Any insurance provided by this endorsement shall be primary to other insurance available to the additional insured except: a. As otherwise provided in SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 5. Other Insurance; or b. For any other valid and. collectible insur- ance available to the additional insured as an additional insured by attachment of an endorsement to another insurance policy that is written on an excess basis. In such case, the coverage provided un- der this endorsement shall also be ex- cess. Includes copyrighted material of Insurance GA 4084 10 01 Services Office, Inc., with its permission.