HomeMy WebLinkAbout20062359.tiff CarteGraph
Weld County, Colorado
Software and Services Agreement C0606007
with CarteGraph Systems, Inc.
CarteGraph Systems, Inc. 13600 Digital Drive I Dubuque, Iowa 52003
800.688.2656 1563.556.8120
www.cartegraph.crm ,
oe-al—oi~ 60 : Drr', C4R e /, 2006-2359
CarteGraph j Better Government ill
_ Table of Contents
Software and Services Agreement 1
Scope of Project 1
Software Products 1
Platinum Maintenance 2
Professional Services 4
Support Services 10
Project Assumptions 12
Customer Responsibilities 15
Project Investment 17
Payment Terms and Conditions 19
General Terms 19
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.
Weld County, Colorado August 16, 2006
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, 1111 H Street,Greeley, Colorado, 80632 and CarteGraph Systems,Inc.
3600 Digital Drive,Dubuque,Iowa 52003,hereinafter referred to as "CarteGraph".
Scope of Project
Software Products
Platinum Maintenance
Professional Services
Support 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:
WORKSTATION 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 2000, SQL 2005, Oracle 8.x, Oracle 9.i
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.
CarteGraph warranties that the Software Products shall perform and function as represented in Section 5—General
Requirements of CarteGraph's response dated March 14,2006 to Customer's RFP for Pavement Management
System Software and Data Conversion.
CarteGraph further warranties that the hardware specifications as listed in Section 6—General Pavement
Management System Security and Requirements of CarteGraph's response dated March 14,2006 to Customer's
RFP for Pavement Management System Software and Data Conversion shall be suitable to support the Software
Products'performance and functionality until March 31, 2007. Customer shall not incur extra expenses if these
specifications are unsuitable.
Platinum 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
a) SUPPORT.Product support is available for the latest Major Release and one Major Release prior.
Customer is entitled to all Major Releases,Minor Releases or Service Releases as applicable to
Customer's specific version of CarteGraph application software for the same database. CarteGraph
shall notify Customer when new Major,Minor or Service Releases are available. CarteGraph agrees to
notify Customer,of any software updates that resolve issues that have been identified and corrected in the
software application
i) MAJOR RELEASES.Major Releases are defined as major enhancements to the product. Major
Releases are designations to the immediate left of the first decimal point(e.g. 6.0.x is a major
enhancement to 5.0.x). CarteGraph will ship all Major Releases to Customer when available.
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Weld County, Colorado August 16, 2006
ii) MINOR RELEASES.Minor Releases are defined as minor enhancements and maintenance to the
product.Minor Releases are designations to the immediate right of the first decimal point(e.g. 6.1.x is
a minor enhancement or maintenance change to 6.0.x). Upon request by Customer,CarteGraph will
provide a copy of the latest Minor Release.
iii) SERVICE RELEASES. Service Releases are defined as minor maintenance to the product. Service
Releases are designations to the immediate right of the second decimal point(e.g. 6.1.a is a minor
maintenance change to 6.1.0).Upon request by Customer, CarteGraph will provide a copy of the
latest Service Release.
_ b) SERVICES.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 (support0),cartegraph.com).
c) EDUCATION.Customer will have the opportunity to participate in all benefits,products, services, and
WEBed Series Internet-based educational session at no cost. WEBed sessions are listed and available for
registration by logging on to http://www.cartegraph.com/PlatinumCenter/index.html
2) Term: Platinum Maintenance shall be in effect for the Initial Term of 12 months from the Initial Term Start
Date through the Initial Term End Date for each Software Product. The Initial Term Start Date begins upon,and
is determined by,the delivery of each software product. CarteGraph shall send Customer renewal terms at
least 60 days prior to the applicable End Date for any given term.
Professional Services
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) Application Installation Services: CarteGraph will provide through Internet access,expert technical resources
to work with Customer's Information Systems personnel to install and configure the Software Products in
Customer's database environment. Service assumptions include:
a) Customer will purchase and install the database software but CarteGraph will configure Customer's SQL
database.
b) Database replication/synchronization is not required.
c) Customer IT staff will be present and available at all times during Installation.
d) Installation Components include:
i) Pre-Installation: CarteGraph will confirm Remote access to ensure appropriate connectivity,confirm
Administrator client connection to network environment, system parameter review to ensure
environment and required topology meet or exceed CarteGraph hardware recommendations,and
install and configure the required application License Server.
i) Suite Installation: Carte"Graph will stage one(1)Administrator PC client and one(1)User PC client2
with the appropriate Software Products and provide knowledge transfer to allow Customer to stage
and maintain any remaining PC clients,will format Customer database for appropriate Software
Product database structure with the database standard Administrator security role,will update
Customer's License Server with Software Product License codes, and will provide recommendations
for database maintenance.
Cart@Graph will utilize,at Customer's preference,either Microsoft's Live Meeting Internet services or
Customer's virtual private network(VPN)for delivery of the Installation and Security Installation components.
For more information regarding Live Meeting please visit: http://main.placeware.com
2 The CarteGraph client application can be installed remotely using custom scripts. CarteGraph can deploy such
custom scripts as an Additional Service.
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Weld County, Colorado August 16, 2006
2) 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 Cart@Graph 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.
3) Operation Consultation: CarteGraph will provide an onsite consultative service package and in the quantity
listed in Software and Services Provided,focused on gathering Customer business requirements to allow
Cart@Graph to tailor modification and education services to specifically address those business requirements.
CarteGraph resources will host conference call interviews, onsite interviews,and onsite process review to
determine the best way to tailor Customer system and to train Customer on the system to meet Customer
unique needs.These services are more particularly described as:
a) Review business process requirements for work and asset management and provide written
recommendations on the structure of data fields, forms,filters,reports,and usage of the Software Products
to achieve Customer objectives.
b) Review Customer workflow and employee Software Product usage requirements and provide training
curriculum and agenda to meet those requirements.
c) Develop conversion mapping specifications and effort estimations for Customer's existing pavement
information, including historical,traffic,and deflection data, currently stored in its FoxPro database.
4) Data Services: CarteGraph will provide conversion services and assistance in moving Customer's existing
pavement information,including historical,traffic,and deflection data,currently stored in its FoxPro database
into the corresponding and appropriate CarteGraph database tables.This process may require the
normalization(standardization)of data, which is the responsibility of Customer,but will be guided by
CarteGraph's Consultants to help ensure the successful completion of the normalization.
., CarteGraph has included a budget of forty(40)hours of these Data Services. As part of the Operational
Consultation services previously discussed, CarteGraph will review Customer's FoxPro database, will create
conversion mapping specifications and effort estimations, and will work with Customer to address any issues
or concerns regarding the data to be converted. Customer must agree to the conversion mapping specifications
and effort estimations before CarteGraph will perform these Data Conversion Services. In the event it
becomes apparent to CarteGraph that the budgeted efforts will be exceeded,CarteGraph shall notify and
receive written approval from Customer prior to proceeding.These 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.
Customer will be granted thirty-days upon receipt and load of the converted data in which to review the data.
If,within the thirty-days, any discrepancies are found between the agreed upon conversion specifications to be
mutually developed and the actual data delivered,CarteGraph will correct the data at no additional charge.
5) 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's
designated lead application experts,half day introductory, administrative overview training sessions and in
_ the quantity listed in Software and Services Provided,to begin familiarizing Customer with the
CarteGraph applications and their data and deployment requirements. CarteGraph will provide all
instructors and all appropriate course materials and instructor visuals.Training will occur on the
CarteGraph training database,"Carteville". Customer will provide client equipment required for the
training,as necessary.
Deployment of security groups and/or roles is dependent upon Weld County's preferred method of server
authentication. I.e.: Windows authentication versus SQL authentication.
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Weld County, Colorado August 16, 2006
b) Configuration Services. CarteGraph will provide consultant time and in the quantity listed in Software
and Services Provided in configuring forms,filters, and reports for the Software Products to Customer
specifications.
c) Onsite Education: Carte"Graph will provide onsite training days in the quantity listed in Software and
Services Provided, at mutually agreeable times in Customer facilities.Training will occur both on the
CarteGraph training database, "Carteville", and Customer's database utilizing any customized forms,
filters,and reports as mutually determined. CarteGraph will provide all instructors and all appropriate
course materials and instructor visuals.Customer will provide facilities and any equipment required for the
training, including server and client computers as necessary. These services are more particularly described
as:
i) Customer will approve custom training agendas prior to training delivery. CarteGraph agrees to
consult with Customer prior to developing the training agenda.
ii) All training done in Customer facilities.Customer to provide all training computers and stage them
with the appropriate CarteGraph applications.
iii) Customer will advise CarteGraph as to the number of expected attendees for any particular class.
iv) Training will occur in minimums of two-day increments.
d) Productive Use Onsite Support: CarteGraph will provide onsite support and in the quantity listed in
Software and Services Provided,at the time Customer moves the system into productive use and"goes
live"to support the processes,procedures, applications, and systems implemented.
6) 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). Carte"Graph 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 Carte"Graph 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.
Support Services
I) Database Security Support Service: During the term of this Agreement,Customer will receive unlimited toll-
free ongoing support via phone,fax or e-mail 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(support(icartegraph:com).
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 days' after first deployment of the
Database Security Installation component.
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.
Annual Database Security Support Service fees are available upon request.
C0606007 4
Weld County, Colorado August 16, 2006
Project Assumptions
Professional Services are based on the following assumptions:
1) Onsite Professional Services shall be delivered at the facilities listed below.
Main Office: Weld County
1111 H Street
Greeley,Colorado, 80632
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 assumption of designated
responsibilities.
3) A Project Work Plan will be mutually constructed and agreed upon within 14 days from contract signing.The
following table represents the project's timeline based upon final acceptance of this Agreement as Notice to
Proceed and the availability and readiness for implementation of Customer resources.
Timeline
Task Deliverable (From Notice
to Proceed)
I. Project Kickoff CarteGraph will deliver the Software Products and the initial Project +14
Work Plan.
2. Software CarteGraph will provide through Internet access,expert technical
Installation resources to work with Customer's Information Systems personnel to +21
install,and configure the CarteGraph software suite in Customer's
database environment.
3. Operational o Workflow and business requirement review
Consultation o Modification discovery +35
o Education requirements
�- o Data conversion mapping
4. Data Conversion CarteGraph will provide conversion services and assistance in
&Configuration moving Customer's existing pavement information,including
Services historical,traffic,and deflection data,currently stored in its FoxPro +60
database into the corresponding and appropriate CarteGraph
database tables and will provide consultant time to configure forms,
filters,and reports to Customer specifications.
5. On-Site CarteGraph will provide onsite training in Customer facilities on
Education both the CarteGraph training database,"Carteville",and +75
Services Customer's database utilizing any customized forms,filters,and
reports as mutually determined.
6. Productive Use CarteGraph will provide onsite support at the time Customer moves
On-Site Support the system into productive use and"goes live"to support the +90
processes,procedures,applications,and systems implemented.
PROJECT TOTAL
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.
C0606007 5
Weld County, Colorado August 16, 2006
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,Cart@Graph 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 Carte"Graph
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.
a.
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Weld County, Colorado August 16, 2006
Project Investment
.. 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: Concurrent Purchase
(Licensed for use with Microsoft SQL database) Licenses Type
GEODATAconnect(personal geo-dbase) 1 New
.,. GISdirector 1 New
PAVEMENTview Plus 5 New
PROFESSIONAL SERVICES: Units Unit Type
Project Management 1 Fixed
Application Installation Services 1 Fixed
Database Security Services 1 Fixed
Operation Consultation 1 Fixed
Data Services 40 Hours
Implementation Services
Internet Consultation 3 Sessions
Configuration Services 2 Days
Onsite Education Services 3 Days
Productive Use Onsite Support 2 Days
SUPPORT SERVICES
30 Day Database Security Support 1 Included
TOTAL PROJECT COST $65,650.00
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$7,500.00 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 from 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.
C0606007 7
Weld County, Colorado August 16, 2006
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:
Delivery, Invoicing, Expenses& Payment Terms
1) Delivery: Software Products shall be licensed upon acceptance of this Agreement and Platinum Maintenance
services will begin upon licensing of the Software Products.Professional Services will be scheduled and
delivered upon your acceptance of this Agreement,which will be considered as your Notification to Proceed.
2) Invoicing: Invoicing for any given Software Product shall occur upon delivery.Invoicing occurs monthly for
Professional Services and Expenses 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.
General Terms
This Agreement 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 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 supersedes all
previous Agreements including promises and representations,whether written or oral,between the parties with
respect to the subject matter hereof.
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 Agreement shall not exceed the total amount of this
Agreement. 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 Carte"Graph'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 Agreement,even if such party had been advised of the possibility thereof No action,
regardless of form,arising out of this Agreement may be brought by either party more than four years after the cause
of the action has occurred,except that an action for non-payment may be brought at any time.
— 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 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.
Relationship of the Parties: CarteGraph and Customer 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.
Severability: 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.
C0606007 8
Weld County, Colorado August 16, 2006
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 Customer,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.
Attorney's Fees/Legal Proceedings: In the event of any litigation or other proceeding between the parties relating to
this Agreement,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. This contract shall be construed in accordance with the laws of the State of Colorado. Venue for any legal
proceedings shall be in Weld County, Colorado.
All undelivered Professional 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
1111 H Street
Greeley,Colorado, 80632 E e—Commissioner
ATTESTING TO BOARD OF COUNTY ' Sri <}
_ COMMISSIONER SIGNATURES ONLY "` �.%; Date': AUG 2 8 2006
ATTEST: 1114/1
. •Ge,$le, Chair
WE COUNTY CLERK TO THE
— BY: 1 i i , ✓
DEP Y CLER TO THE BOARD d
By
ail Hempen
Department of Public Works
Director Date: € 0`
,,
CARTEGRAPH SYSTEMS,INC. By „„„/Ma..2{ li i, %J di-01
3600 Digital Drive Mar
k
Dubuque,Iowa 52003
Date': 9 -i le'OG'
For this Agreement to be effective and binding Weld County and CarteGraph must authorize this Agreement
within thirty(30)days of each other.
C0606007 9
&006 -,;(35
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