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Home My WebLink AboutCartegraph Agreement - signedCartegraph M N Ln C w Cf m ra w J a r_ �7 C] A O To: Ashley Riggs Organization: City of Auburn From: Jared Kasten Date: March 24, 2014 RE: Cartegraph Sales Agreement Attached, please find a Agreement from your Sales representative at Cartegraph Systems, Inc. We are pleased with the prospect of serving you and hope this meets with your approval. Should the products and/or services and the associated pricing terms be agreeable to you as stated, please sign in the area indicated and return all pages of the Agreement to Cartegraph by one of the following means: • By email — salesoperations @)cartegraph.com • By fax — (563)556 -8149, Attn: Sales Operations • By mail — Cartegraph Attn: Sales Operations 3600 Digital Drive Dubuque, IA 52003 Please be aware that in order for Cartegraph to process an order, we must receive all of the following items: o Fully- executed Cartegraph Agreement returned in its entirety w Approved Purchase Order from your Organization Should you have any questions about the contents of the Agreement, please contact your Sales representative at (800) 688 -2656. Thank you! Cartegraph 3600 Digital Drive I Dubuque, Iowa 52003 1 (800) 688 -2656 1 (563) 556 -8120 1 fax (563) 556 -8149 Federal ID: 42- 1419553 Software and Services Agreement This Service Agreement is an amendment to the Master Agreement signed between Cartegraph Systems, Inc. and the City of Auburn, WA. Date: March 24, 2014 Agreement Expiration March 31, 2014 Agreement 01401086 -2 Date: No.: Organization City of Auburn Contact Ashley Riggs Department Innovation & Technology Address 25 West Main St. City Auburn StatefProv. WA Zip /Code 98001 Project Services Implementation Services (Fee for Service) The Fee for Service Implementation Services as listed in the Investment Summary are specific Cartegraph services which will be delivered to the Customer based on the descriptions below and any descriptions that may he found in this Agreement's Exhibits. Cartegraph will coordinate with the Customer on service delivery expectations and timeframes. Implementation of our Operations Management System (OM S) -Advanced On- Premise Edition includes the fallowing: Installation support System navigation training System dashboard training Security roles training and support Implementation and training on the Request Management portion of the system Implementation and training on the Work Management portion of the system Implementation and training on the following twenty -five (2 5) Asset Applications: STORM - Aux Equipment (rename in OMS), Basins, Channels, Culverts, Inlets, Manholes, Outlets, Pipes, Pumps, and Watersheds. SEWER - Aux Equipment (rename), Facility, Laterals, Mains, Manholes, Pumps. WATER - Aux Equipment (rename), Facility, Hydrant, Laterals, Mains, Meters, Pumps, Tanks, Valves Implementation and training on Fleet Implementation and training on Cartegraph for Wad Training on system reports and on- screen analytics Create up to five custom reports Page 2 of 4 Purchase Type Qty- Unit Price Total Price PROJECT" SERVICES Implementation Services Fee for Service Implementation Services LFixed Fee Service 1 $61,700.00 $61,700.00 Discount $39, 7a0.00 ESTIMATED EXPENSES $6,000.00 TOTAL COSTS INCLUDING ESTIMATED EXPENSES AND SALES TAX $28,000.00 Project Services Implementation Services (Fee for Service) The Fee for Service Implementation Services as listed in the Investment Summary are specific Cartegraph services which will be delivered to the Customer based on the descriptions below and any descriptions that may he found in this Agreement's Exhibits. Cartegraph will coordinate with the Customer on service delivery expectations and timeframes. Implementation of our Operations Management System (OM S) -Advanced On- Premise Edition includes the fallowing: Installation support System navigation training System dashboard training Security roles training and support Implementation and training on the Request Management portion of the system Implementation and training on the Work Management portion of the system Implementation and training on the following twenty -five (2 5) Asset Applications: STORM - Aux Equipment (rename in OMS), Basins, Channels, Culverts, Inlets, Manholes, Outlets, Pipes, Pumps, and Watersheds. SEWER - Aux Equipment (rename), Facility, Laterals, Mains, Manholes, Pumps. WATER - Aux Equipment (rename), Facility, Hydrant, Laterals, Mains, Meters, Pumps, Tanks, Valves Implementation and training on Fleet Implementation and training on Cartegraph for Wad Training on system reports and on- screen analytics Create up to five custom reports Page 2 of 4 Access to the Cartegraph App Catalog when available Use of either Google or ESRI mapping within the system Implementation of the Citizen Request portal for smartphones and web Dedicated Cartegraph Project Manager to facilitate the resource scheduling, timing and other project tasks Training and consultation done via web and during three 3 -day customer onsites During the duration of the project, the client will appoint a project coordinator to be responsible for the following aspects of the project: Approve the Project Status Report Authorize the project work Acceptance of deliverables defined in the Project Status Report Ensure the project is in compliance with and satisfies the requirements of the Project Status Report Consult with the Cartegraph Project Manager on a continuing basis Provide leadership on all issues related to the client, such as policy, organization, staff, technical architecture, data, and current systems. Monitor progress of the project, including the review of Cartegraph regular status reports and managing internal resources. Nat -to- Exceed Agreement Cartegraph will not exceed the total included in this Agreement without written approval from Customer. In the event it becomes apparent to Cartegraph that additional service efforts will be needed due to any changes in the scope of this Agreement, Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written approval if additional software or services are required. Software Subscription, Maintenance and Support Services Terms /Renewal The initial term of Subscription, Maintenance or Support Services, if included, will commence: upon execution of this Agreement (unless listed differently in the Investment Summary above) and will continue for the term listed in the Investment Summary above. At the end of the term listed in the Investment Summary the Customer may renew at prices in effect at that time by execution of anew Agreement. The price in effect at that time will increase by the cumulative consumer price index (CPI) and will not increase by more than 10% over the previous term. Software licensed under a subscription is governed by a license manager and must be renewed prior to the expiration date of the term in order to keep the software active. Payment Terms and Conditions In consideration for the Sery ices and Products provided by Cartegraph to Customer, Customer agrees to pay Cartegraph Software Costs and Professional Service Fees in U.S. Dollars as described below: I. Delivery: Software Products shall be licensed upon acceptance of this Agreement. Project Services will be scheduled and delivered upon your acceptance of this Agreement, which will be considered as your notification to proceed. 2. Services Scheduling: Customer agrees to work with Cartegraph to schedule Project Services in a timely manner, starting April 2014. Project Services will be completed within 365 days from the signing of this Agreement. 3. Invoicing. Invoicing for the project shall be due in four (4) equal payments beginning at the date of the execution of the agreement and ending on Customer acceptance of the project. 25% due at the agreement signing, 25% on June 15, 2014, 25% on August 1, 2014 and the final 25% due after go -live cutover is complete and accepted by the Customer 4. Expenses: In providing the services included in this Agreement, Cartegraph shall be reimbursed for any reasonable vat -of- pocket costs, including, but not limited to, travel, lodging, and meals. Out -of- pocket expenses are billed based on actual costs incurred and are due separately. Estimated expenses noted in the table above include three (3) trips to Customer's site. 5. Payment Terms: All payments are due Net 30 days from date of invoice. This Agreement constitutes the complete and exclusive agreement between Cartegraph Systems, Inc., and the above company, superseding all other Agreements, oral or written and all other communication with respect to the terms of the agreement. Agreement must be executed and returned to Cartegraph prior to the expiration date shown above or all terns contained herein are invalid and the entire, Agreement is void. Page 3 of 4 Customer acknowledges that all materials and documents associated with this project are proprietary in nature. Customer further agrees not to copy or otherwise make available such materials outside of Customer's organization and its divisions and departments without the prior written consent of Cartegraph, except as required by law. Acceptance The parties, each acting under due and proper authority, have executed this Agreement as of the date written below: CHY OF AUBURN, WA By: �(n 1) V k _h� ignature Date: MAR 31 2O Please Print A1,4 IV 1"jv.41C Name Title CARTEGRAPH SYSTEMS, INC. By: Randy Skemp, V.P., Chief Revenue Officer Page 4 of 4 Date: