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To; Jesse Rice
Organization: City of Pasco
From: Kevin Vincent
Date: July 11, 2014
RE: Cartegraph Sales Contract
Attached, please find a Contract 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 Contract to Cartegraph by one of the following means:
• By email — salesooerations�rarteeraoh.com
• By fax —( 563 )556 -8149, Attn: Sales Operations
• By mall— 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 akof thefoliowing hems:
a Fully - executed Cartegraph Contract returned In Its entirety
v Approved Purchase Order from your organization
Should you have any questions aboutthe contents of the Contract, please contact your Sales representative at {SOD)
688 -26,56.
Thankyoul
a S MO
Cartegraph
Cartegraph Systems, Inc.
Software and Services Contract C1305011 -3
Prepared for City of Pasco, WA
July 11, 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
Cartegraph
Table of Contents
Softwareand Services Contract .......................................................................... ..............................4
Scopeof Project ..................................................... ..............................4
SoftwareProducts .................................................................................................. ..............................4
Field Services .......................................................................................................... ..............................5
CustomerResponsibil ities .................................................................................... ..............................5
InvestmentSummary ................................................ ..............................7
Not- to-Exceed Contract ........................................................................................ ..............................7
Software Subscription, Maintenance and Support Services Terms /Renewal ........................7
PaymentTerms and Conditions .......................................................................... ..............................8
GeneralTerms ........................................................ ..............................9
C1305011-3
City of Pasco, W4
Software and Services Contract
July 11, 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 Pasco, hereinafter referred to as "Customer"
or "Lfceusee," whose address is noted below, and Cartegraph Systems, Inc., 3600 Digital Drive, Dubuque, Iowa
52003, hereinafter referred to as "Cartegraph."
Customer address: Ucensee Address:
City of Pasco Same
525 N. Third Ave., First Floor
Pasco, WA 99301
Scope of Project
Software Products
Cartegraph OMS
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.
Cartegraph OMS 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 7,30 a.m. -
5:30 pan. Central time by dialing 877.647 -3050. You can also submit questionslfssues via fax at 563 -556 -8149,
or by email to suoport(a),partegrarib.00m.
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.oarteeranh.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 sub 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. Cartegrapb 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.
01305011 -3
CitynfAasco, WA
Field Services
July 11, 2014
Implementation Services (Fee for Service)
The Fee for Service Implementation Services as listed in the Investment Sronmapy are specific Cartegraph services
which will be delivered to the Customer based on the descriptions. Cartegraph will coordinate with the Customer
on service delivery expectations and timeframes.
Cartegraph staff will provide the services listed below for the Implementation of our Operations
Management System (OMS) - Advanced Edition.
• 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 Resource Management portion of the system
• Implementation and training on up to three Asset Applications
• Training on system reports and on-screen analytics
• Create up to two custom reports
• Access to the Cartegraph App Store when available
• Use of either Google or FSRI mapping within the system
• Training on 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 two 3-day customer onsite days
During the duration of the protect, 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 cheat, 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
Customer Responsibilities
Customer accepts responsibility for all aspects of project planning, management and execution not specifically
described under Scope of project, Ongoing management of the day - today 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 gfi3'fjecf 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 Field 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.
C1305011 -3
City of Pasco, WA July 11, 2014
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 raid Network and
Database servers, will be installed and operating in a manner that delivery and execution of Cartegraph Field
Services will not be impeded.
3. Customer understands that the successful performance of Field 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 WebFA 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 then 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 Field Services in a timely manner. All undelivered
Field Services shall expire 365 days from the signing of this Contract.
C1305011 -3
City ofPLUCO, WA
Investment Summary
Cartegraph's proposed fees for this project are included in the summary below.
July 11, 2014
Date: July 11, 2014 Contract Expiration Date: July 31, 2014 Coutract No.: C1305011 -3
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 Subscription, Maintenance or Support Services, if included, will continence upon execution of a
Contract (unless listed differently in the Investment Summary above) and will continue for the term listed in the
Im,awnent 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 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 tetra.
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.
C1305011 -3
Purchase Type
Qty.
Unit Price
Total Price
YEAR
SoirrWARE PRODUCTS
Cartegraph OMS –
Advanced Edition
Per -user Subscription License, On- —T-6
Premise Deployment
$3,000.00
$18,000.00
FIELD SERVICES
Implementation Services Fee for Service
Implementation Services Flxed Fee Service 1 $26 500.00
$26,500.00
ES77MATEDEXPEAISES
$3,360.00
YEAR 1 SUE -TOTAL
$47,860.00
YEAR
SOFTWARE PRODUCTS
Cartegraph OMS –
Advanced Edition
Peruser Subscription License, On-
Premise Deployment
$3,000.00
$18,000.00
YEAR2 SUB- TOTAL,
$18,000.00
YEAR3
SOFrwARE PRODUCTS
Cartegraph OMS –
Advanced Edition
=Deployment Subscription License, On-
6
$3,000.00
$18,000.00
YEAR 3 SUB-TOTAL
$18,000.00
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 Subscription, Maintenance or Support Services, if included, will continence upon execution of a
Contract (unless listed differently in the Investment Summary above) and will continue for the term listed in the
Im,awnent 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 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 tetra.
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.
C1305011 -3
City of Pasco, TYA July 11, 2014
Payment Terms and Conditions
In consideration for the Services and Products provided by Cartagraph 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. Field Services will be
scheduled and delivered upon your acceptance of this Contract, which will be considered as your notification to
proceed.
1 Invoicing: Invoicing for Field Services will be due in four (4) equal consecutive monthly payments, beginning
at the date of the execution of the contract. If the service is completed prior to the installments being paid then
the entire remaining balance will become due. The Software Subscription Licenses fee will be due in annual
installments 15 days prior to the anniversary of the initial term as follows:
a. $18,000.00 due upon signing of a Contract.
b. $18,000.00 due 15 days prior to V year anniversary of term start date.
c. $18,000.00 due 15 days prior to 2nd year anniversary of term start date.
3. Expenses: In providing the services included in this Contract, Cartegraph shall be reimbursed for any
reasonable out-of-pocket costs, including, but not lintited to, travel, lodging, and meals. Out -of- pocket expenses
are billed based on actual costs incurred and are due separately.
4. Payment Terms: All payments are due Net 30 days from date of invoice.
C1305011 -3
City of Pasco, WA
General Terms
July 11, 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 patties or
otherwise, shall not in any event exceed the limits of Cartegraph', 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) Limited Warranty: Cartegraph warrants that the Software will conform to Cattegraph's published specifications
until Support ends.
Provided that the Software is used in a manner for which it was designed as set forth in the Software,
Cartegraph's sole obligation and liability hereunder for the Software shall be to use reasonable efforts to remedy
any substantial Iron- conformance which is reported to Cartegraph. In the alternative, Cartegraph may refund
amounts paid by Customer pursuant to Purchase Agreements for such Software products.
4) 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.
5) 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.
6) 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 hold invalid, this invalidity shall not affect the other
terms, conditions or applications which can be given effect without the invalid term, condition or application.
7) Transfer of Aereament Cartegraph shall not transfer or assign any of its rights or obligations under the
Contract to my other party without the prior written consent of Customer, which consent may not be
unreasonably withheld.
S) n ice : 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.
01305011 -3
City of Pasco, WA
July 11, 2014
9) Attorney's FeeslLeaal 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.
10) Proorietary 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.
The parties, each acting under due and proper authority, have executed this Contract as of the day, month and year
written below:
CrrY OFPASO, WA By r2a rjeu,,
Signature (F�
Date:
Please
Print /�1 I t QtAIA�I a �rl�r
Name Title
CARTFORAPH SYSTEMS, INC. BY
Randy SkemyCRO 7l —
Date:
C1305011 -3 10