Item 1.8 - Agreement with Cartegraph Systems, Inc. for Software Licensing and MaintenanceG, O POI{ >qY
City of Poway
COUNCIL AGENDA REPORT
DATE:
TO:
FROM:
INITIATED BY:
SUBJECT:
Summary:
September 16, 2014
APPROVED
■
APPROVED AS AMENDED
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(SEE MINUTES)
DENIED
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REMOVED
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CONTINUED
RESOLUTION NO.
Honorable Mayor and Members of the City Council
Daniel Singer, City Manager
Scott Edwards, Director of Administrative Services
Brad Rosen, Information Technology Manager
Approval of Agreement between the City of Poway and
Cartegraph Systems, Inc. for Software Licensing and
Maintenance
The City utilizes Cartegraph Systems' software ( Cartegraph) to manage the Public
Works Department work orders and facility assets. With increased software
implementation over the past few years, including mobile access for field crews, the City
now requires additional software licenses. The most cost - effective solution is to
transition to Cartegraph's Unlimited License Agreement (ULA) that would provide all
necessary desktop, mobile and YourGOV licensing and software support to meet the
City's current and future needs.
Recommended Action:
It is recommended that the City Council authorize the City Manager to execute an
agreement with Cartegraph for a one -year Unlimited License Agreement.
Background:
The City's Public Works Department utilizes Cartegraph software for work order and
asset management. Over the past five years, the City has increased its use of the
software, including deployment of mobile computers in the field, which has improved the
workflow of service requests and repairs as well as management of the City's assets.
Currently, the City owns 20 Cartegraph licenses. However, based upon our current and
anticipated needs, 20 licenses is not sufficient to support the activities of the
department. Following research and review of available options, staff determined that
transition to Cartegraph's ULA would meet the City's licensing and support needs. The
ULA provides for unlimited use of Cartegraph software, including: all enhancements and
1 of 10 September 16, 2014 Item # I-T
Cartegraph System, Inc. Unlimited Licensing Agreement
September 16, 2014
Page 2
updates; technical support; access to a client -only website for web -based training and
documentation; and free attendance at regional user -group meetings.
In 2013, the City implemented Cartegraph's YourGOV mobile and web -based service
request applications. Under the City's licensing model at that time, there was a one-
time cost of $9,950 that was paid for YourGOV licensing. As part of this ULA, the
YourGOV licensing cost incurred in 2013 has been credited against the total cost of the
proposed ULA.
Findings:
Transitioning to the Cartegraph ULA is the most cost - effective option that provides
necessary licensing for both current and anticipated needs for the Public Works
Department work order and asset management system. After examining the option of
adding more concurrent -use licenses, staff determined that adding the equivalent of
three licenses (to the current pool of 20 licenses) would cost more than transitioning to
the Cartegraph ULA. Licensing and maintenance for the software is only distributed by
the manufacturer and therefore must be purchased directly from Cartegraph. Due to
this arrangement, formal bidding for the service is not available, resulting in
procurement under Municipal Code section 3.28.080 B which states "supplies, services
or equipment can be obtained from only one vendor or source."
Fiscal Impact:
The total cost of this one -year contract is $54,054. The adopted FY 2014 -15 Budget
includes $54,804 for this purpose.
Environmental Review:
This item is not subject to CEQA review.
Public Notification:
None.
Attachment: A) Cartegraph System, Inc. Software Agreement
2 of 10 September 16, 2014 Item # V9
Cartegraph Systems, Inc.
Software and Services Contract C1401020 -1
Prepared for City of Poway, CA
August 7, 2014
Cartegraph Systems, Inc. 1 3600 Digital Drive I Dubuque, Iowa 52003
800.688.2656 1 563.556.8120 1 563.556.8149 fax
www.cartegraph.com
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t ,.r
Tabte of Contents
Softwareand Services Contract .......................................................................... ..............................4
Scopeof Project ..................................................... ..............................4
SoftwareProducts .................................................................................................. ..............................4
CustomerResponsibilities .................................................................................... ..............................5
Investment Summary ................................................ ..............................6
Not -to- Exceed Contract ........................................................................................ ..............................6
Software Subscription, Maintenance and Support Services Terms /Renewal ........................6
PaymentTerms and Conditions .................:........................................................ ..............................6
GeneralTerms ........................................................ ..............................8
C 1401020 -1
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City of Poway, CA
Software and Services Contract
August 7, 2014
Cartegraph is pleased to present this Contract for the implementation of world class technology solutions in your
organization. This Contract is made and entered into between City of Poway, hereinafter referred to as "Customer"
or "Licensee," whose address is noted below, and Cartegraph Systems, Inc., 3600 Digital Drive, Dubuque, Iowa
52003, hereinafter referred to as "Cartegraph."
Customer address:
City of Poway
13325 Civic Center Drive
Poway, CA 92074
Scope • Project
Software Products
Licensee address:
Same
Cartegraph Software Unlimited License
Cartegraph will provide and deliver licenses to use the Software Products and in the quantities listed in the
Investment Summary. Software Products are developed and supported products available from Cartegraph.
The Cartegraph Software Unlimited License provides the following benefits for the term of your subscription:
i. Use of Cartegraph software including all enhancements and updates.
2. Comprehensive telephone and online 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 7:00 a.m. -
7:00 p.m. Central time by dialing 877- 647 -3050. You can also submit questions /issues via fax at 563 -556 -8149,
or by email to supportAcartegraph.com.
3. Problem resolution using remote software tools, as applicable. Cartegraph utilizes a variety of
methods /tools for remote diagnostics of client systems:
a. WebEx Meeting technology enables users to collaborate online with Cartegraph's Technical Support
staff in real time between individuals or groups.
b. WebEx Support technology enables users to click a link on the Cartegraph web site, allowing direct
connection with Cartegraph's Technical Support staff.
c. Cartegraph staff can also VPN in to client networks with appropriate authorization.
d. Clients can email their Application Log and trace files so that Cartegraph staff can review how the
system was being used before an issue arose.
e. Cartegraph's password - protected FTP site can also be used for client data communication.
4. Notification of the availability of free software enhancements and upgrades.
5. Support assistance with software upgrades. Cartegraph Help Desk support staff will answer your questions
and guide you through the process to upgrade your software to the latest release.
6. Access to a password - protected, clients -only web site. The Client Support Center at www.cartegraph.com
includes online access for reporting and tracking your cases, product troubleshooting information, software
downloads, training opportunities, and access to knowledgebase articles.
7. Free web -based training opportunities. An ongoing schedule of WEBed training sessions on topics such as
Forms & Filters, Data Entry Options, Getting Started with Work Management, Reporting Options and more is
available at the clients -only Client Support Center web site at no additional charge.
8. Free attendance at regional User Group meetings. Cartegraph holds User Group meetings throughout North
America each year and Software Subscription Plan clients can attend free of charge. These events bring current
users together to share their experiences and provide additional training opportunities.
9. Special registration discounts to other Cartegraph conferences and workshops.
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City of Poway, CA
Customer Responsibilities
August 7, 2014
Customer accepts responsibility for all aspects of project planning, management and execution not specifically
described under Scope of Project. Ongoing 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 Project 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 Project
Services will not be impeded.
3. Customer understands that the successful performance of Project 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 its 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. For those services that are web -based,
Cartegraph utilizes WebEx Meeting technology.
6. Customer shall ensure that their workstation platform and database meet Cartegraph published system
requirements.
Cartegraph software will be supported within new versions of these workstation platforms and databases
within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue
support of its software within older versions of these workstation platforms and databases as their support is
discontinued by their manufacturers.
7. Customer agrees to work with Cartegraph to schedule Project Services in a timely manner. All undelivered
Project Services shall expire 365 days from the signing of this Contract.
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City of Poway, CA
Cartegraph's proposed fees for this project are included in the summary below.
August 7, 2014
Date: August 7, 2014 Contract Expiration Date: September 30, 2014 Contract No.: C1401020 -1
Purchase Type Qty. Unit Price Total Price
SOFTWARE PRODUCTS
Cartegraph OMS — License Transition Fee — Unlimited License 1 $60,000.00 $60,000.00
Advanced Edition Agreement (ULA) thru 7/1/2015
Discount YourGov Credit, if ULA purchased before ($9,950.00)
9/30/2014.
SUB -TOTAL 1 $50,050.00
NOTES: Above pricing does not include applicable California sales tax. The OMS License
Transition Fee above does not include the Implementation Service fees to transition to
OMS. The Implementation Service fees will be under a separate contract.
Not -to- Exceed Contract
Cartegraph will not exceed the total included in this Contract 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 Contract, 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 ULA Subscription, Maintenance or Support Services, if included, will commence upon execution
of a Contract (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 a new Unlimited Licensee 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 Services 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:
1. Delivery: Software Products shall be licensed upon acceptance of this Contract. Project Services will be
scheduled and delivered upon your acceptance of this Contract, which will be considered as your notification to
proceed.
2. Invoicing: The (ULA) Unlimited License Agreement will be due 15 days prior to the anniversary of the initial
term as follows:
a. $50,050.00 due on execution of this contract for the ULA license Transition fee through 7/1/2015.
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City of Poway, CA
August 7, 2014
3. Expenses: In providing the services included in this Contract, Cartegraph shall be reimbursed for any
reasonable out -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.
4. Payment Terms: All payments are due Net 30 days from date of invoice.
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City of Poway, CA
August 7, 2014
This Contract takes precedence over all attachments in the event of conflicting terms and conditions.
The terms and conditions of any and all Exhibits and Attachments to this Contract are incorporated herein by this
reference and shall constitute part of this Contract 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 Contract. This Contract, together with
all Exhibits and Attachments hereto, constitute the entire agreement between the parties and supersedes all previous
Contracts including promises and representations, whether written or oral, between the parties with respect to the
subject matter hereof.
1) Limitation Of Liability: Except for damages resulting from bodily injury or patent or copyright infringement,
each party's total liability to the other for damages under this Contract shall not exceed the total amount of this
Contract. Liability arising out of bodily injury, contract, breach of warranty, or claims by third parties or
otherwise, shall not in any event exceed the limits of Cartegraph's commercial general liability insurance
coverage with a limit of $1,000,000 per occurrence and a $2,000,000 aggregate limit, business auto liability
insurance with a limit of $1,000,000. Neither party shall be liable to the other for any loss of profits, loss or
inaccuracy of data, or for any special, incidental or consequential damages (including without limitation the cost
of any substitute procurement) arising from this Contract, even if such party had been advised of the possibility
thereof. No action, regardless of form, arising out of this Contract may be brought by either party more than one
year after the cause of the action has occurred, except that an action for non - payment may be brought at any
time.
2) Disclaimer of Warranties: Cartegraph makes no warranty, representation or promise not expressly set forth in
this Contract. Cartegraph disclaims and excludes any and all implied warranties of merchantability, fitness for
a particular purpose.
3) Insurance: Cartegraph carries commercial general liability insurance with a limit of $1,000,000 per occurrence
and a $2,000,000 aggregate limit, business auto liability insurance with a limit of $1,000,000 and workers
compensation insurance with statutory coverage. Cartegraph agrees to hold harmless and defend Customer and
its agents, officials and employees from bodily injury and property damage claims related to or caused by the
sole negligence of Cartegraph employees or subcontractors.
4) Relationship of the Parties: Cartegraph and Customer are independent of each other. This Contract 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.
5) Severability: The terms and conditions of this Contract are severable. If any term or condition of this Contract
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.
6) Transfer of Agreement: Cartegraph shall not transfer or assign any of its rights or obligations under the
Contract to any other party without the prior written consent of Customer, which consent may not be
unreasonably withheld.
7) Notices: All notices or communications required or permitted as a part of this Contract shall be in writing and
shall be delivered at the address set forth in this Contract.
8) Attorney's Fees/Legal Proceedings: In the event of any litigation or other proceeding between the parties
relating to this Contract, the prevailing party shall be entitled to reasonable attorney's fees and other reasonable
costs incurred in connection therewith and in pursuing collection, appeals and other relief to which that party
may be entitled.
9) Proprietary Information: Customer acknowledges that all materials and documents associated with this project
are proprietary in nature. This specifically includes pricing information, training materials and consulting
documents as described. 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.
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City of Poway, CA
August 7, 2014
The parties, each acting under due and proper authority, have executed this Contract as of the day, month and year
written below:
CITY OF POWAY, CA By
Signature
Date:
Please
Print
Daniel Singer City Manager
Name Title
Approved as to form:
Morgan L. Foley, City Attorney
CARTEGRAPH SYSTEMS, INC. By
Randy Skemp, V.P., Chief Revenue Officer
Date:
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