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Home My WebLink About20081720.tiff CarteGraph M O N _ 1 Q w June 6, 2008 co co Jeannine Basnar Weld County 1401 17th Ave. Greeley, CO 80632 o RE: Contract No. C0804003 J Q ~ Dear Jeannine, a 0 Enclosed are two signed copies of the Software and Services Agreement, Contract No. o C0804003 between Weld County and CarteGraph Systems, Inc. Please sign and return re) one copy to me at the address listed below and keep one copy for your records. If you have any questions, please contact me at markweber@cartegraph.com or (563)556-8120, ext. 6145. Thanks again. Sincerely, \M/-11 Mark Weber, CPA Vice President, CFO Please send to: Mark Weber CarteGraph Systems, Inc. 3600 Digital Drive Dubuque, IA 52003 Cc vI s co f /1971 no/ 2008-1720 C &- /6 -- P A 1 : C�kKtE �io--k,, 1os Crocx1i7 • • • • • • • • ••• CarteGraph • • L5e,te? covet i mei: , • • • • • • • • • • • • • Weld County, CO • Software and Services Agreement C0804003 • with CarteGraph Systems, Inc. • • • • • • S CarteGraph Systems, Inc. 1 3600 Digital Drive 1 Dubuque, Iowa 52003 800.688.2656 1563.556.8120 www.cartegraph.com I I • • • CarteGraph Better Government Ail • • • • Table of Contents • • Software and Services Agreement 3 • Scope of Project 3 • Software Products 3 • Maintenance 3 • Project Services 4 • Support Services 4 • Project Assumptions S • Customer Responsibilities g • Project Investment 6 Software and Services Provided 6 Payment Terms and Conditions 6 Signatures 7 111 i • S p p 1 p PROPRIETARY INFORMATION: Weld County 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. Weld County further agrees not to copy or otherwise make available such materials outside of Weld County and its divisions and departments without the prior written consent of CarteGraph Systems, Inc., except as required by law. I • • Weld County, CO June 4, 2008 • • • Software and Services Agreement • THIS AGREEMENT is made and entered into between Weld County,hereinafter referred to as"Customer"or "Licensee,"whose address is Weld County, 1401 17'"Ave., Greeley, CO 80632,and CarteGraph Systems,Inc., • 3600 Digital Drive,Dubuque,Iowa 52003,hereinafter referred to as"CarteGraph." • • Scope of Project • • 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. • Customer is purchasing field devices that will work(in conjunction with the SIGNview module,the • mobileSIGNview add on application,and mobileConnect)to provide them with a solution to inventory and inspect signs in the field,and download and upload that data to the central sign repository. • • Customer is purchasing the SIGNview module that will allow them to store,retrieve,and report on their sign inventory. • • Customer is purchasing the mobileSIGNview add on application to improve the efficiency in the inventory and inspection of their sign assets. The mobileSIGNview allows new inspections or events to be delivered to field crews • on their devices. • Customer is purchasing mobileConnect, a framework level product that allows the synchronization of mobile • devices to the cartegraph office system.MobileConnect will honor the validation and business rules defined in the Cartegraph database. The device manager allows for the download of data,settings and filters and provides • information about the sync process. • CarteGraph software is currently supported within the following: • WORKSTATION AND OPERATING SYSTEM PLATFORMS: Windows,2000,2003,XP. Supported operating • systems will be listed on CarteGraph's web site. (http://www.cartegraph.com) DATABASE:Access, SQL 2000, SQL 2005 (Express,Workgroup, Standard, and Enterprise),Oracle 9.i, • Oracle 10.g. 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. Maintenance 1 Services And Products Covered: This Agreement applies to the Software Products listed in Software and Services Provided.During the term of this Agreement,CarteGraph 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 (support(dicartegraph.com)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. 2) All updates and upgrades to licensed products for the term of the maintenance agreement. 3) All benefits,products, services, and WEBed training sessions available at the customer-only Client Support Center web site at www.cartegraph.com. C0804003 3 S • Weld County, CO June 4, 2008 • 4) Maintenance shall be in effect for the Initial Term Start Date through the September 20,2008 for each Software • Product.Maintenance shall automatically renew at the end of the Initial Term for unlimited, successive 12- month Renewal Terms. Customer may terminate Maintenance at the end of the Initial Term 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. • Project Services CarteGraph shall provide the following Project Services to implement and deploy the Software Products. • CarteGraph shall be responsible for the timely performance of all Project 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) Database Security Services: CarteGraph will deploy database security based on the standard roles included • with the current version of software. CarteGraph and the Customer will determine the timing of the one-time Security deployment.For each Software Product,CarteGraph will create CarteGraph standard Administrator, • Power User,User,and Read-Only SQL security groups and/or roles' and create one user ID assigned to each of • the groups and will provide a knowledge transfer that will allow Customer to create and maintain security records.Additional configuration service is available on request. • 2) Implementation Services: The quantity of the following Implementation Services as listed in Software and • Services Provided are CarteGraph's not-to-exceed estimates based on projects of similar size and scope and on Customer's assumption of designated responsibilities. These quantities of Internet sessions and/or service days may be mutually adjusted within the various categories as described to best meet Customer's needs but may • not exceed the total number of Implementation Services Internet sessions or service days listed in Software and Services Provided. • a) Internet Consultation: CarteGraph will provide via the Internet at mutually agreeable times to Customer, • half-day consultation sessions and in the quantity listed in Software and Services Provided,to aid Customer with the CarteGraph applications and their data and deployment requirements.A CarteGraph Consultant will provide desktop assistance to Customer utilizing Customer forms, filters,reports, and • database and,as appropriate,the CarteGraph training database,"Carteville,"as a method to reinforce CarteGraph functionality as it relates to Customer's daily activities and processes. CarteGraph will • provide all instructors and all appropriate course materials and instructor visuals. Customer will provide • client equipment required for the consultation,as necessary. • Support Services • 1) Database Security Support Service: During the term of this Agreement,Customer will receive unlimited toll- • free ongoing support via phone, fax or e-mail(support{alcartegraph.com)through the CarteGraph Help Desk for technical issues relating to Database Security specific to Customer's CarteGraph database.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. a) Database security service support includes: • i) Database connectivity consultation ii) Maintenance plan consultation iii) Database server consultation • iv) Database Security Installation for all add-on Software Products v) Support of CarteGraph standard security roles for all CarteGraph Software Products purchased and deployed during the term of the Agreement • b) Term of Agreement: Database Security Support shall be in effect for 30 days2 after first deployment of the Database Security Installation component. Deployment of security groups and/or roles is dependent upon Customer's preferred method of server . 2 authentication. i.e.: Windows authentication versus SQL authentication. Annual Database Security Support Service fees are available upon request. C0804003 4 • • Weld County, CO June 4, 2008 • • c) Services Not Covered: If new database structure or security groups or roles are added by Customer that • adversely affect Customer database security,then work requested or required of CarteGraph to remedy • Customer's database security will be delivered and billed under the terms of Additional Services. • Project Assumptions • Project Services are Cart@Graph'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 assumption of designated responsibilities. • 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-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 Carte"Graph • 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. f S r p p r C0804003 p 5 p • • Weld County, CO June 4, 2008 • • Project Investment • • Customer will compensate CarteGraph for the Software Products,Project Services, and Expenses provided • pursuant to this Agreement in the amount listed below. • Software and Services Provided • SOFTWARE PRODUCTS Concurrent Purchase Lic.&First • (Licensed for use with SQL database) Licenses Type Year Maint. • CarteGraph Mobile Bundle(includes 1 mobileSIGNview, 1 mobileCONNECT Server, Perpetual • 1 Trimble Juno ST handheld unit and 16 hrs. 1 Software $5,795.00 • Internet-based consultation/training services) • SIGNview 1 Perpetual $4057.17 Software • mobileSIGNview 1 Perpetual $918.83 Software O PROJECT SERVICES Units Unit Type Total Database Security Services 1 Fixed $800.00 . Implementation Services Internet Consultation 8 Hours $600.00 • SUPPORT SERVICES Database Security Support-30 days after 1 Fixed Included • deployment OTHER PRODUCTS . Trimble Juno ST handheld unit 1 Fixed $800.00 • TOTAL PROJECT COST $12,971.00 • Future years' annual Maintenance for all purchased CarteGraph modules is currently estimated to be$3,400.00 for . the listed modules and will be due with the September 20, 2008 renewal. . 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 I approval from Customer. II Additional Services are available to Customer at the rate of$150 per hour for remote services. CarteGraph's Ill onsite service rate is$1,450 per day plus travel expenses.All onsite services require a two-day minimum. S Payment Terms and Conditions I In consideration for the Services and Products provided by CarteGraph to Customer,Customer agrees to pay li CarteGraph Software Costs and Professional Service Fees in U.S. Dollars as described below: Ill 1) Delivery: Software Products shall be licensed upon acceptance of this Agreement and Maintenance services f will begin upon licensing of the Software Products. Project Services will be scheduled and delivered upon your acceptance of this Agreement, which will be considered as your notification to proceed. II IP Total Fees for Support Services are not-to-exceed figures for the Initial Term of the Support Service Fees.Final ' invoicing will be adjusted to reflect a Support Service Term End date that is coterminous with Customer's ' existing Maintenance Agreement. C0804003 6 I • • Weld County, CO June 4, 2008 • • 2) Invoicing: Invoicing for any given Software Product shall occur upon delivery. Invoicing occurs monthly for • Project Services as they are incurred on the project.Partial billings on fixed fee costs will be invoiced monthly • as incurred. 3) Expenses: In providing the services included in this agreement,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. • 4) Payment Terms:All payments are due Net 30 days from date of invoice. • 5) No Waiver of Immunity: No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess,nor shall any portion of this Agreement be • deemed to have created a duty of care which did not previously exist with respect to any person not a party to • this Agreement." • 6) No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement,and all rights of action relating to such enforcement, shall be strictly • reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the • undersigned parties that any entity other than the undersigned parties receiving services or benefits under this • Agreement shall be an incidental beneficiary only." • • Signatures • This Agreement takes precedence over all attachments in the event of conflicting terms and conditions. • All undelivered Project Services shall expire 365 days from the signing of this Agreement. • The parties,each acting under due and proper authority,have executed this Agreement as of the day,month and year • written below: • • WELD COUNTY By 1401 17th Ave. C� • Greeley,CO 80632 Signature • JUN 1 6 2008 Date l: • Please • Print William H. Jerke, Chair, Board of County Commissioners • Name Title • • CARTEGRAPH SYSTEMS,INC. 3600 Digital Drive /�/� • Dubuque,Iowa 52003 By Y/ t G39-1(2\ • Mark Weber,CFO • 5/29/08 • Date l: • • • • • ' For this Agreement to be effective and binding,Weld County and CarteGraph must authorize this Agreement • within thirty(30)business days of each other. • C0804003 7 • /7o2t Hello