D-6. Consider Approval for Cartegraph Software Upgrade lO
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9,--) CITY OF CHANIIASSEN
S Chanhassen is a Community for Life-Providing for Today and Planning for Tomorrow
H A �
MEMORANDUM
TO: Todd Gerhardt, City Manager
FROM: Paul Oehme, Director of Public Works/City Engineer
DATE: January 23, 2017 !�
SUBJ: Consider Approval for Cartegraph Software Upgrade
PROPOSED MOTION
"The City Council approves a Cartegraph contract in the amount of$102,900.00."
City Council approval requires a simple majority vote of the City Council present.
BACKGROUND
The City of Chanhassen began using Cartegraph in 2009 for sewer and water to track
maintenance in response to City liability for property damage caused by failing infrastructure.
Cartegraph allows for the tracking of maintenance activities by year, maintenance type, location,
and/or structure. Cartegraph allows for work orders to be generated and assigned which allows
the City to track time and materials spent on specific maintenance activities. It also allows for
lifecycle cost analysis of infrastructure. The program integrates well into the City's GIS system.
In 2010, Cartegraph began to be incorporated into storm sewer management. This was to
address the City's responsibilities for inspections and maintenance of best management practices
under the National Pollution Discharge Elimination System—Municipal Separate Storm Sewer
System permit. Cartegraph has been used to inspect MS4 outfalls into lakes, streams and
adjoining government jurisdictions. It has also been used to track maintenance of the system and
to assign work orders.
DISCUSSION
On December 9, 2015, the City was notified that Cartegraph was moving our current Navigator 8
version into a maintenance phase, and would end any product enhancements, customization or
third party support requests. The Utility and Engineering departments are heavily invested in
this version to maintain our sewer and water assets. Staff expanded the use of Cartegraph
because of its success. The Park Maintenance and Street departments will begin implementing
Cartegraph for managing their assets and work orders this year, thus resulting in the additional
$9,000 cost above the original CIP. The OMS (Operations Management System)version will be
PH 952.227.1100• www.ci.chanhassen.mn.us• FX 952.227.1110
7700 MARKET BOULEVARD • PO BOX 147 • CHANHASSEN • MINNESOTA 55317
web based but hosted on virtual servers located in City Hall. Field staff will be accessing their
asset and work order databased on tablet computers.
Staff has reviewed other software systems but no other software systems are more cost effective,
can be used by all City public works departments or as user friendly.
Funding for the software upgrade is proposed to be split equally by the Utility Enterprise Funds
and the Capital Replacement Fund. The cost for the system is slightly higher than the budgeted
amount because the Park Maintenance Department service was added after the CIP budget was
approved.
The City attorney has reviewed the agreement.
Attachments: CIP Sheet
Agreement
g:\eng\cartegraph\012317 cc bkgd cartegraph cont app.doc
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I Capital Improvement Program 2017 :ham 2021 Department Major Equipment
City of Chanhassen, �� Contact Richard Rice
I Project#
Project Name EQ-151
Type Equipment
Useful Life 3-6 years
Cartegraph
Category Administration
Account#1 400-4117-4703 Account#3 720-7025-4703 Priority n/a
IAccount#2 701-7025-4703 Account#4 700-7025-4703
Description Total Project Cost: $93,550
IThis project funds the upgrade of Cartegraph,the City's main asset management system for Public Works and Utility departments.
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Justification
I Cartegraph was the software system originally selected by the Utility department to manage water utility assets. It was integrated with the City's
mapping system and was used to document maintenance activities on the water system. The system was expanded and is now also used by the
Street,Park Maintenance and Engineering departments to manage additional infrastructure assets. Cartegraph announced plans to end support for
the software version used by the City in 2016. A new web version named OMS was released as an upgrade/replacement. Several other competing
Isolutions were evaluated before selecting the Cartegraph OMS solution.
Expenditures 2017 2018 2019 2020 2021 Total
IEquipment 93,550 93,550
Total 93,550 93,550
Funding Sources 2017 2018 2019 2020 2021 Total
Capital Replacement 23,387 23,387
Equipment Fund
I Sewer Utility Fund 23,388 23,388
Surface Water Utility Fund 23,387 23,387
Water Utility Fund 23,388 23,388
ITotal 93,550 93,550
Budget Impact/Other
Annual license and support renewal costs will be funded out of the water,sewer and storm water funds.
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I 45
Cartegraph Master Agreement Agreement No. #MA244
This Agreement is by and between Cartegraph Systems, Inc., an Iowa corporation having its principal place of business at
3600 Digital Drive, Dubuque, Iowa,52003 ("Cartegraph"), and City of Chanhassen ("Customer")with an address of 7700
Market Blvd., Chanhassen, MN 55317 dated January 17, 2017.
This Agreement is intended to serve as the primary controlling agreement between the parties. This Agreement includes the
following terms and conditions, as well as all Exhibits and Addendums to this Agreement, Purchase Agreements, and all other
future agreements referencing this Agreement which Cartegraph and Customer may execute from time to time for the
purchase of Software, Support, Services and Hosting. Collectively these are referred to as"Products". The terms and
conditions herein provided shall be controlling as between Cartegraph and Customer unless specifically superseded by an
Exhibit to this Agreement, a contemporaneously or subsequently executed Purchase Agreement, or any other
contemporaneously or subsequently executed agreement specifically referencing this Agreement.
BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND
CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND
CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
Cartegraph Systems, Inc. City of Chanhassen
By By
(Signature) (Signature)
Tim McCool
(Type or print name) (Type or print name)
Title Director of Sales Title
Date Date
1 Cartegraph_MPA 04-2013
The following are the terms and conditions under which Cartegraph licenses its Software and provides Support, Services and
Hosting as listed in the Exhibits and Purchase Agreements referencing this Agreement.
1. Grant of License to Software.
A. Cartegraph is licensed by third parties("Third Party Licensors")to sublicense certain third party software products to
Customer and to offer services to Customer for these third party software products under this Agreement.
B. Each Software product, including all data programs or set of programs, or routines and subroutines, consisting of a
series of instructions or statements in machine readable form, and including any documentation relating to or
describing such Software, such as, but not limited to manuals, online documentation and user instructions, flow
charts, database schemas and improvements or updates provided by Cartegraph (collectively"Software"), is
furnished to Customer under a personal, non-exclusive, nontransferable limited license solely for Customer's own
internal use on Host Computer System(as defined below)and with Customer's Clients.
1. Host Computer Systems, if applicable, are Servers owned or controlled by Cartegraph that Customer may
access under this Agreement(the provision of this service is herein referred to as"Hosted"or"Hosting").
2. Servers are personal computers, minicomputers, mainframes,workstations, and terminal devices that interact
with Client Software and have been approved by Cartegraph or Third Party Licensors for operation of Software.
3. Server Software is a copy of Software residing on a server, multiple servers, or a Host Computer System.
4. Clients are personal computers, minicomputers, mainframes,workstations, mobile devices, and terminal devices
that interact with Server Software and have been approved by Cartegraph or Third Party Licensors for operation
of Software.
5. Client Software is a copy of Software residing on a Client that interacts with Server Software.
6. Data Files are those files which contain data that is input by the Customer during the use of the Software.
C. Customer agrees that the number of users licensed will be listed in the Purchase Agreement and only that number of
users may use the Software at any given time.
1. If Customer has purchased a Per-User License, as indicated in the Purchase Agreement, only a finite number of
licenses have been purchased by Customer and only that finite number of users may access and use the
Software at any given time. The specific number of licenses purchased shall be identified in the Purchase
Agreement.
2. If Customer has purchased an Unlimited License, as indicated in the Purchase Agreement, all employees of
Customer are considered to be licensed to access and use the Software at any given time. Such Unlimited
License applies only to employees of Customer and does not allow the access or use of the Software by any
independent contractors, affiliated entities or organizations, or any other individual, party, or entity that is not an
employee of Customer.
D. Customer agrees the Software license for the Software is limited as follows:
1. Browser Based User—Each browser based user is defined by unique ID and password.
2. For Server Software—one copy of Server Software for each Server or, if Hosted, no copies of Server Software
for a Server that is not a Host Computer System.
E. Customer agrees that this license does not permit Customer to: (1)use the Software for a service bureau application
or(2)sublicense the Software.
F. Except as set forth in this Agreement or as may be permitted in writing by Third Party Licensors, Customer shall not
use, provide or otherwise make available the Software or any part or copies thereof to any third party.
G. Customer shall not, and shall not permit others to:
1. Reverse engineer, decompile, decode,decrypt, disassemble, or in any way derive source code from the
Software;
2. Modify, translate, adapt, alter, or create derivative works from the Software;
3. Copy, (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit
the Software; or
4. Distribute, sublicense, rent, lease, loan (or grant any third party access to or use of)the Software to any third
party.
H. Customer may make copies of the Client Software for archival purposes. The Server Software may not be copied, in
whole or in part.
2. Title to Software and Data Files.
2 Cartegraph_MPA 04-2013
A. Ownership of the Software, any portions thereof and any modifications,translations, or derivatives thereof, even if
unauthorized, remains with Cartegraph or Third Party Licensors, as do all applicable rights in patents, copyrights and
trade secrets and any other proprietary rights in the Software. Software provided hereunder is valuable, proprietary
and unique, and Customer agrees to be bound by and observe the proprietary nature thereof as provided herein.
B. Customer acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof may
cause irreparable injury to Cartegraph or Third Party Licensors,who may therefore be entitled to injunctive relief to
enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this
Agreement.
C. Customer agrees that Cartegraph or Third Party Licensors may audit Customer's Software usage remotely or on-site
during Support, Services or Hosting or upon reasonable notice and during standard business hours. Prevention of
audit by Customer may be grounds for termination of this Agreement.
D. Cartegraph agrees that ownership of data in Data Files remains with Customer. However, Customer agrees that
Cartegraph may access Data Files and grants Cartegraph a license to use the data for 1)internal business purposes
to evaluate the use and operation of the Software, Support, Services or Hosting; and 2)marketing purposes provided
that any information shared with third parties is anonymized and/or aggregated so that Customer cannot be identified
from the information.
3. License Fees,Support Charges,Services and Hosting Charges.
A. Customer agrees to pay the license fees for the Software, Support charges, Services charges and Hosting charges
as set forth in the Purchase Agreement for each Product.
B. Cartegraph agrees that the total amount listed in the Purchase Agreement shall be considered the not-to-exceed
price for the Software, Support, Services and Hosting included in that Purchase Agreement. Hosting includes 50G of
available file storage. If additional storage is required,the Customer can purchase in 50G increments.
C. Customer agrees that all payments are due 30 days from date of invoice and Customer shall be in default if amounts
due have not been received in that time period. Customer's default will constitute sufficient cause for Cartegraph to
suspend or terminate the Software license, Support, Services and Hosting under this Agreement.
D. Customer shall be invoiced for Software, Support, Hosting and hardware upon delivery. Customer shall be invoiced for
Services as set forth in the Purchase Agreement.
E. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Support, Services or
Hosting. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based
on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement and include the number
of trips to customer site. Cartegraph shall not exceed the estimated expenses without written approval from
Customer.
4. Delivery and Installation.
A. On-Site Installation
1. This subsection "A" regarding On-Site Installation shall apply if Customer elects, as indicated in the Purchase
Agreement, to have Software and Products installed on Customer's Servers and Client computers at Customer's
facilities("On-Site")instead of utilizing Cartegraph Hosting Services.
a. Execution of a Purchase Agreement by Customer shall be considered as Customer's notification to
Cartegraph to proceed with delivery of the Products identified in the Purchase Agreement.
b. Delivery of Software and Support shall take place reasonably quickly after execution of the Purchase
Agreement. Cartegraph shall provide access to the Software to Customer in a downloadable form.
Notification by Cartegraph that Software is available for download shall constitute delivery of Software and
Support, regardless of when Customer downloads the Software.
c. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless agreed
otherwise.
d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with
Customer. Customer shall remain responsible for Service charges even if Services are not delivered.
e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase
Agreement. Delivery of hardware will be scheduled in cooperation with Customer.
B. Hosting
1. This subsection"B" regarding Hosting shall apply if Customer elects, as indicated in the Purchase Agreement,to
utilize the Hosting services offered by Cartegraph instead of having the Software installed On-Site, as described
in the previous subsection.
3 Cartegraph_MPA 04-2013
a. Execution of a Purchase Agreement shall be considered as Customer's notification to Cartegraph to
proceed with delivery of the Software and Services as indicated in the Purchase Agreement.
b. Delivery of Software, Support, and Hosting shall take place reasonably quickly after execution of the
Purchase Agreement. Cartegraph shall provide access to the Server Software to Customer on a Host
Computer System. Notification by Cartegraph that Server Software is available for access shall constitute
delivery of Server Software, Support and Hosting, regardless of when Customer first accesses the Server
Software.
c. Cartegraph shall be responsible for installation of the Server Software on Cartegraph's Host Computer
System. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless
agreed otherwise.
d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with
Customer. Customer shall remain responsible for Service charges even if Services are not delivered.
e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase
Agreement. Delivery of hardware will be scheduled in cooperation with Customer.
2. Hosting Services
a. Cartegraph will install, and operate Server Software on one or more Host Computer Systems.
b. Cartegraph will provide all equipment, software and services necessary for the operation, maintenance and
support of one or more Host Computer Systems and the Server Software. Cartegraph may contract with third
parties for all or part of such equipment, software and services("Third Party Hosts"). Cartegraph reserves the
right to change the configuration of the Host Computer System and the Server Software and to change or
delete such equipment or software at any time, but Cartegraph shall make the Software compatible with such
change or deletion without additional charge to Customer.
c. Customer shall have access to and be permitted to use the Server Software via Clients.
d. Customer shall provide a computing and networking environment that meets the minimum requirements set
forth in Cartegraph's published specifications.
e. Customer shall be responsible for all bandwidth between Host Computer System and Clients and in such
amounts as to provide reasonable responsiveness of the system.
f. Cartegraph shall perform a full back-up of data files on a daily basis. The daily full back-up will be retained
for(14)fourteen days and then deleted unless customer contracts for additional days. Cartegraph's hosting
services uses RAID 10 which both mirrors the data and stripes across multiple drives creating redundancy.
Cartegraph hosting services have dual redundancy with offsite back-up storage and a back-up data centers
g. The Host Computer System shall be used by Customer only for purposes relating to Customer's own use of
the Software. Customer shall have no right to assign any of its rights under this section.
h. Customer agrees that it shall be bound by the terms and conditions of any agreement between Cartegraph
and any Third Party Hosts that relate to the use and operation of Host Computer Systems. Cartegraph will
apprise Customer of the terms and conditions of such agreements from time to time.
i. Cartegraph will take reasonable precautions to guard against unauthorized access to Data Files. However,
Cartegraph assumes no responsibility that the Software will be used properly.
j. Customer shall have the right to receive Data Files within sixty(60)days of termination of any Hosting on the
condition that customer has paid all outstanding invoices owed to Cartegraph.
3. Availability of Host Computer System.
a. If Cartegraph contracts with a Third Party Host to provide Hosting, the service level provided by the Third
Party Host shall be the service level provided by Cartegraph to Customer, except as required for Cartegraph
to provide Support under this Agreement.
b. In general, Server Software will be available for use and access by Customer 24 hours a day,7 days a week,
except for scheduled maintenance to take place at commercially reasonable times. Furthermore, if access to
the Server Software becomes a problem,then Cartegraph shall provide Support in view of the severity of the
problem.
c. Server Software will be available for use and access by Customer during back-up activities performed by
Cartegraph.
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5. Support.
A. Scope of Support. Support includes the response to and resolution of Customer-encountered problems with the
Software as reported to Cartegraph by Customer.
1. Resolution of Customer-encountered problems shall, at Cartegraph's option, consist of(1)maintenance provided
through telephone, email or remote access; (2)correction of the problem in the Software program; or(3)delivery
of bug fixes or workarounds limited to the current or immediate prior Software release.
2. Cartegraph will only support licensed Software located on Servers or Clients. Cartegraph will use commercially
reasonable efforts to respond to Customer problems according to the priority level of the problem.
3. Support may also include upgrades to Software.
B. Support Limitations.Any Support is dependent upon the use by Customer of unmodified Software(except as
authorized by Cartegraph)operated in accordance with Cartegraph's documentation. Support specifically excludes
the following: (1)Support to a version of Software other than the current or immediate prior release; (2)efforts to
restore a release of the Software beyond the current or immediate prior release; (3)efforts to restore a Customer
Data File beyond the most recent back-up; and(4)efforts to convert a Customer Data File to another format.
As part of Support, Cartegraph is under no obligation to modify the Software so that the modified Software would depart
from Cartegraph's published specifications for the Software.
6. Professional Services.
A. The professional consulting services and deliverables to be performed or delivered by Cartegraph under this
Agreement may include, but are not limited to: consulting, network engineering, systems integration, hardware
installation, special studies, pre-installation support, installation of Client Software, installation support,training,
custom Software modification,tools/utilities components, programming and documentation,data conversion,
application design and development, systems analysis and design, conversions, implementing planning and
implementation of the Software(collectively referred to as the"Services").
B. Services shall only be provided as the result of a Purchase Agreement and any attached statements of work.
C. Services will be provided during the hours of 7:00 a.m.to 7:00 p.m., Central Standard or Central Daylight Time,
whichever is applicable, Monday through Friday excluding holidays.
7. Customer's Responsibilities.
A. Customer is responsible for maintenance and installation of any Clients,common carrier equipment or
communication equipment related to the operation of the Software and not furnished by Cartegraph. Before Customer
introduces equipment not within Cartegraph's published specification, Cartegraph must approve the additional
equipment.
B. Customer is responsible for charges incurred for communication facilities at Customer's facilities,whether incurred by
Customer or by Cartegraph Support representatives while performing Support on the Software.
C. Customer is responsible for performing Software back-ups in accordance with published documentation.
D. Customer shall notify Cartegraph of any problem and shall allow Cartegraph reasonable access to the Software for
performing Support, Services or Hosting.
E. Customer shall furnish Cartegraph, at Customer's expense, all technical data and information as may be necessary
to furnish Support, Services or Hosting.
F. Customer shall grant Cartegraph access to Servers and Clients as may be necessary for the adequate delivery of the
Support, Services or Hosting.
8. Software Modification.Cartegraph and Third Party Licensors will not be responsible to Customer for loss of use of the
Software or data or for any other liabilities arising from alterations, additions, adjustments or repairs which are made to the
Software by Customer or third parties. Cartegraph reserves the right to terminate the Software license, Support, Services
or Hosting under this Agreement upon written notice to Customer if any such alteration, addition, adjustment or repair
adversely affects Cartegraph's ability to render Support, Services or Hosting.
9. Term.
A. Unless terminated by Cartegraph in accordance with this Agreement,the term of the Software license, Support and
Hosting shall begin upon the execution of a Purchase Agreement and shall continue for the period of time identified in
that Purchase Agreement.
B. Support for any subsequently added components or upgrades shall be either coterminous with the term of Support
applicable to the Software initially covered or as otherwise agreed and stated in the Purchase Agreement.
C. If Customer elects to purchase Services,then Services shall terminate as agreed in the appropriate Purchase
Agreement.
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D. Unless otherwise stated in the most recently executed Purchase Agreement,this Agreement and the Purchase
Agreement shall automatically renew at the then current rates for a one(1)year term beginning on the first day
following the date identified in the Purchase Agreement as the end of the term of this Agreement. Such automatic
renewal shall continue after the end of each successive year until a new Purchase Agreement is executed or until
Customer or Cartegraph terminate this Agreement as provided for herein.
E.. If this Agreement and the most recently executed Purchase Agreement are automatically renewed under the terms of
the previous paragraph"D", there shall be an automatic increase of up to five percent(5%)annually to all prices that
were in effect during the immediately previous term.
F. If Customer wishes not to renew this Agreement, Customer must provide written notice of Customer's intent not to
renew this Agreement at least ninety(90)days prior to the end of the term then in effect. •
G. Notwithstanding anything to the contrary in this Section, Support, Services and Hosting shall terminate immediately
upon termination of this Agreement.
10. Termination.
A. Notwithstanding the foregoing,Cartegraph shall have the right to terminate this Agreement if Customer fails to pay
any and all required license fees, Support charges, Services charges, Hosting charges or otherwise fails to comply
with this Agreement or the terms and conditions of any applicable Third Party Licensor agreement.
B. Upon expiration of the license term or upon notice of such termination, Customer shall immediately return or destroy
the Software and all portions and copies thereof as directed by Cartegraph or Third Party Licensors and, if requested
by Cartegraph or Third Party Licensors,shall certify in writing as to the destruction or return of the same.
C. Any termination of this Agreement shall automatically terminate Support, Services and Hosting provided under any
Purchase Agreement or Statements of Work, unless otherwise agreed.All confidentiality and non-disclosure
obligations shall survive any such termination.
D. Customer shall have the right to terminate this Agreement, according to the terms provided herein, by returning or
destroying the Software and all portions and copies thereof and certifying in writing as to the destruction or return of
the same.
E. If Customer wishes to terminate this Agreement prior to the end of the term of this Agreement as identified above or
in the appropriate Purchase Agreement, Customer must provide Cartegraph with written notice of such intent to
terminate at least ninety(90)days prior to such termination.Any such termination by Customer shall subject
Customer to the cancellation fee identified below.
F. If Customer terminates before the date set in the Purchase Agreement, Customer shall pay a cancellation fee equal
to 80%of the remainder of licensing fees, Support charges and Hosting charges due under this Agreement.There
shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's termination
shall not relieve it of the obligation to pay any amounts already due under this Agreement.
G. Provided however, if Customer is a governmental entity and Software, Support, Services or Hosting are not funded
for future fiscal years under the appropriate legal budgeting process for such governmental entity, Customer may
terminate for future fiscal years with the cancellation fee identified in the previous paragraph reduced from 80%to
20%. There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's
termination shall not relieve it of the obligation to pay any amounts already due under this Agreement.
H. Cartegraph shall have the right to terminate Hosting,if Hosting services are being provided, by giving at least ninety
(90)days written notice that Cartegraph cannot meet its obligations of availability of the Host Computer System.
I. In addition to the right of termination provided to Cartegraph under other sections of this Agreement, Cartegraph shall
have the right to terminate the Software license, Support, Services and/or Hosting upon the occurrence of any of the
following events:
1. Customer's oldest invoice is ninety(90)days past due. Support hold will be initiated when customer's oldest
invoice is thirty(30)days past due or,
2. Subject to applicable law,the appointment of a receiver,trustee in bankruptcy or similar officer for the equity or
assets of Customer, or
3. There is an assignment of this Agreement without the prior written consent of Cartegraph.
J. Termination shall not be Cartegraph's exclusive remedy and termination shall not adversely affect any claim for
damages against Customer.
11. Limited Warranty.
A. Cartegraph warrants that it has the right to sublicense the Software being licensed hereunder pursuant to the terms
provided herein.
B. Cartegraph warrants that the Software will conform to Cartegraph's published specifications until Support ends.
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C. 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
non-conformance which is reported to Cartegraph. In the alternative, Cartegraph may refund amounts paid by
Customer pursuant to Purchase Agreements for such Software products.
D. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE LICENSED HEREUNDER.
E. SUPPORT, SERVICES AND HOSTING SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. SUPPORT, SERVICES AND HOSTING PROVIDED UNDER THIS
AGREEMENT DO NOT ASSURE THE UNINTERRUPTED OPERATION OF THE SOFTWARE.
F. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE SOFTWARE LICENSE,
SUPPORT OR SERVICES. THE REMEDY SET FORTH IN THIS SECTION IS CARTEGRAPH'S SOLE LIABILITY,
AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL OTHERS, FOR ANY BREACH BY
CARTEGRAPH OF ITS SOFTWARE, SUPPORT, SERVICES AND HOSTING WARRANTIES HEREUNDER.
12. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW:
A. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING,WITHOUT LIMITATION, LOST
PROFITS OR LOSS OF DATA, HOWEVER ARISING, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES;
B. EXCEPT FOR DAMAGES RESULTING FROM BODILY INJURY, PATENT OR COPYRIGHT INFRINGEMENT,AS
DISCUSSED BELOW, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE
LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT, UNDER ANY CAUSE OF ACTION
OR THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER TO CARTEGRAPH DURING THE
TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY.
C. If Cartegraph will provide Support or Services at Customer's location, liability of Cartegraph arising out of bodily
injury,shall not in any event exceed the limits of its insurance coverage.
13. Insurance. If Cartegraph will provide Support or Services at Customer's location, Cartegraph will carry 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 contractors.
14. U.S.Government Restricted Rights. The Software is commercial software and the Software is provided with restricted
rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in paragraph (c)(1)(ii)of the
Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013 of subparagraphs (c)(1)and(2)of the
Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
15. Employees and Conflicts of Interest.This Agreement shall not prevent Cartegraph from performing similar services or
restrict Cartegraph's use of the employees or contractors provided under this Agreement.
16. Proprietary Rights and Confidential Information of Cartegraph.
A. Certain information and materials supplied by Cartegraph with the Products, such as, without limitation, deliverables,
manuals, diagrams,drawings, plans, flowcharts, software,technical processes and formulae, source codes, product
designs, sales, costs and other unpublished financial information, product and business plans, usage rates,
relationships, projects and data, are Cartegraph's or Third Party Licensors'confidential or proprietary trade secrets
(the"Confidential Information")and Cartegraph furnishes them solely to assist Customer in the installation, operation
and use of Software. Customer must not reproduce, copy or disclose such Confidential Information except as is
reasonable and necessary to properly use Software. Nothing herein shall restrict Customer from complying with its
obligations under any law requiring disclosure, but Customer shall give Cartegraph five days prior notice before any
release of Confidential Information.
B. Customer acknowledges and agrees that Cartegraph or Third Party Licensors shall suffer irreparable injury not
compensable by money damages and therefore shall not have an adequate remedy at law in the event of an
unauthorized use of proprietary rights or an unauthorized use or disclosure of any Confidential Information in breach
of the provisions of this Agreement.Accordingly, Cartegraph or Third Party Licensors shall be entitled to injunctive
relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without
prejudice to such rights that Cartegraph or Third Party Licensors may have at law or in equity.
17. Proprietary Information of Customer.
A. In order to provide Products under this Agreement, Customer may, from time to time,disclose to Cartegraph certain
information respecting Customer's technical, financial, statistical and personnel data, (hereinafter"Information").Any
7 Cartegraph_MPA 04-2013
such Information which is submitted in writing to Cartegraph by the Customer and which is clearly and conspicuously
marked as confidential shall be protected by Cartegraph against unauthorized disclosure by using the same degree
of care and discretion that Cartegraph uses with similar Information which Cartegraph does not want disclosed to
third parties. However, Cartegraph shall not be required to protect Information which (a)is or becomes publicly
available, (b)is already in Cartegraph's or its related companies'possession, (c)is independently developed by
Cartegraph outside the scope of this Agreement, or(d)is rightfully obtained from third parties. Cartegraph's
obligations under this Section shall cease immediately upon return to Customer or destruction by Cartegraph of such
Information.
B. Cartegraph shall not be required to protect any ideas, concepts, know-how,or techniques relating to data,electronic
document processing and image processing developed or resulting from the Information or the Services provided
under this Agreement.
18. Infringement Indemnification.
A. Cartegraph or Third Party Licensors will defend any action,suit or proceeding brought against Customer if based on
a claim that Products infringe any United States patent or copyright of any third party("Intellectual Property")provided
that Customer promptly notifies Cartegraph or Third Party Licensors immediately and gives Cartegraph or Third Party
Licensors full authority, information and assistance for the action's defense. Cartegraph or Third Party Licensors will
pay all damages and costs awarded therein against Customer, but shall not be responsible for any compromise made
without its consent. Cartegraph or Third Party Licensors may, at any time it is concerned over the possibility of such
an infringement, at its option and expense, replace or modify Products so that infringement will not exist. In the
alternative, Cartegraph may remove a component of Products involved and refund to Customer the price as
depreciated by an equal annual amount over five(5)years.
B. Cartegraph and Third Party Licensors shall have no liability to Customer if any Intellectual Property infringement or
claim thereof is based upon the use of Products in connection or in combination with equipment, devices,or software
not supplied by Cartegraph or used in a manner not expressly authorized by this Agreement or in a manner for which
Products were not designed, or if the claim of infringement would have been avoided but for Customer's use of
software other than the latest, unmodified release of Software made available to Customer by Cartegraph.
C. Customer shall indemnify and hold Cartegraph and Third Party Licensors harmless from any loss,cost or expense
suffered or incurred in connection with any claim,suit or proceeding brought against Cartegraph or Third Party
Licensors so far as it is based on a claim that the use,sale or licensing of any Products delivered hereunder and
modified or altered or combined with any products, device,or software not supplied by Cartegraph hereunder
constitutes an infringement because of such modification, alteration or combination,subject to the limitations,
immunities and defense in Minnesota Statutes chapter 466.
19. Miscellaneous.
A. Taxes. Customer shall pay all taxes, levies and similar governmental charges, however designated, and all liabilities
with respect thereto which may be imposed by any jurisdiction, including,without limitation,customs, privilege,
excise, sales, use,value-added and property taxes levied or based on gross revenue or operation of this Agreement,
except those taxes based upon Cartegraph's net income.
B. Relationship of the Parties: Cartegraph and Customer are independent of each other.This Proposal 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.
C. 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.
D. Export. Customer agrees that the Software, Support, Services and Hosting purchased hereunder will not be exported
directly or indirectly, separately or as part of any system,without first obtaining a license from the U.S. Department of
Commerce or any other appropriate agency of the U.S. Government, as required.
E. Assignment. Customer may not assign, voluntarily or by operation of law, any of its rights or obligations in this
Agreement except with Cartegraph's prior written consent. This Agreement will be binding on and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
F. Waiver. The parties'rights and remedies are separate and cumulative. Neither parties'waiver nor failure to exercise
in any respect any right or remedy provided in this Agreement is a waiver of any future right or remedy hereunder.
G. Force Majeure. If any cause beyond Cartegraph's reasonable control prevents Cartegraph from performing under this
Agreement by a given date or time, Cartegraph's performance will be automatically postponed.
8 Cartegraph_MPA 04-2013
H. Choice of Law. Cartegraph agrees that jurisdiction and venue are proper in the state where the Customer has its
principal place of business and that the law of the state where the Customer has its principal place of business shall
govern any litigation that results from this Agreement.
I. Severability. The invalidity of any provision of this Agreement will not affect the validity and binding effect of any other
provision.
J. Notice. Notices hereunder must be sent to the addresses on the face of this Agreement, or to such other addresses
as specified by a notice complying with this provision. Notice is effective on the earlier of actual receipt or five days
after deposit in the mail. Notices in the form of a fax or email are acceptable. Notices must be sent to the attention of
the person signing on behalf of the party.
K. Entire Agreement. This Agreement constitutes the entire agreement between the parties on the subject matter hereof
and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals,written or
oral between Cartegraph and Customer. This Agreement is not an acceptance of any conflicting terms and conditions
and will prevail over any conflicting Customer's terms and conditions. Notwithstanding the foregoing, Customer
agrees and acknowledges that the license(s)granted hereunder to Customer may be subject to additional terms and
conditions of certain Third Party Licensors,which terms and conditions may be subject to change from time to time
without notice at the sole discretion of such Third Party Licensors. A current copy of all such Third Party Licensor
terms and conditions can be found at http://www.cartearaph.com/privacy-policv/#third-partv-licenses.
L. Amendment. Only a writing executed by authorized representatives of the parties and referenced as an amendment
to this Agreement may modify,supplement, or change this Agreement.
M. Customer gives Cartegraph permission to use customer's organization name and/or logo for promotional purposes,
including,but not limited to industry announcements, public press releases,and customer stories.
9 Cartegraph_MPA 04-2013
Purchase Agreement
Cartegraph is pleased to present this Purchase Agreement for the implementation of world class technology solutions.
This Purchase Agreement is made and entered into between City of Chanhassen hereinafter referred to as "Customer"
or"Licensee" and Cartegraph Systems, Inc. (hereinafter referred to as "Cartegraph"). This Purchase Agreement is
intended to supplement, clarify, and amend the Master Agreement previously executed between Cartegraph and
Customer. In the case that any terms or conditions provided in the Master agreement differ from, are provided in more
detail by, or are made irrelevant by the terms and conditions provided in this Purchase Agreement, the terms in this
Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Master
Agreement, #MA244 dated January 17, 2017 shall control.
Customer Bill To: Customer Ship To:
Paul Oehme Same
City of Chanhassen
7700 Market Blvd.
Chanhassen, MN 55317
952-227-1169
Investment Summary
Cartegraph's proposed fees for this project are included in the summary below.
Date: January 17, Purchase Agreement January 31, 2017 Purchase #PA452
2017 Expiration Date: Agreement
No.:
Purchase Type Citizen/Qty. Unit Price Total Price
YEAR 1
SOFTWARE PRODUCTS
Cartegraph OMS— Per-citizen Subscription, On-Premise, 25,000 $0.50 $12,500.00
Platform - Enterprise 12/31/16—12/30/17
Cartegraph OMS Advanced Work Management per-citizen 25,000 $0.15 $3,750.00
Extension Subscription
Cartegraph OMS Advanced Asset Management per- 25,000 $0.15 $3,750.00
Extension citizen Subscription
Cartegraph OMS Advanced User Tools per-citizen 25,000 $0.10 $2,500.00
Extension Subscription
Cartegraph OMS User Pack Subscription —50 Named 1 $10,000.00 $10,000.00
Users Users
FIELD SERVICES
Implementation Fixed Fee Service 1 $70,400.00 $70,400.00
Services
YEAR 1 SUB-TOTAL $102,900.00
Page 1 of 3
YEAR 2
SOFTWARE PRODUCTS
Cartegraph OMS— Per-citizen Subscription, On-Premise, 25,000 $0.50 $12,500.00
Platform - Enterprise 12/31/17— 12/30/18
Cartegraph OMS Advanced Work Management per-citizen 25,000 $0.15 $3,750.00
Extension Subscription
Cartegraph OMS Advanced Asset Management per- 25,000 $0.15 $3,750.00
Extension citizen Subscription _
Cartegraph OMS Advanced User Tools per-citizen 25,000 $0.10 $2,500.00
Extension Subscription
Cartegraph OMS User Pack Subscription—50 Named 1 $10,000.00 $10,000.00
Users Users
YEAR 2 SUB-TOTAL $32,500.00
YEAR 3
SOFTWARE PRODUCTS
Cartegraph OMS— Per-citizen Subscription, On-Premise, 25,000 $0.50 $12,500.00
Platform - Enterprise 12/31/18—12/30/19
Cartegraph OMS Advanced Work Management per-citizen 25,000 $0.15 $3,750.00
Extension Subscription
Cartegraph OMS Advanced Asset Management per 25,000 $0.15 $3,750.00
Extension citizen Subscription
Cartegraph OMS Advanced User Tools per-citizen 25,000 $0.10 $2,500.00
Extension Subscription
Cartegraph OMS User Pack Subscription —50 Named 1 $10,000.00 $10,000.00
Users Users
YEAR 3 SUB-TOTAL $32,500.00
TOTAL COST (3-YEAR TERM) $167,900.00
NOTES: The pricing listed above does not include applicable sales tax.
The Cartegraph OMS pricing listed above does not include Esri ArcGIS licenses.
Page 2 of 3
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 Purchase Agreement. If applicable, Services
will be scheduled and delivered upon your acceptance of this Purchase Agreement, which will be considered as your
notification to proceed.
2. Services Scheduling: Customer agrees to work with Cartegraph to schedule Services in a timely manner. All
undelivered Services shall expire 365 days from the signing of this Purchase Agreement.
3. Software Invoicing: The Software Subscription Licenses fee will be due in annual installments 15 days prior to the
anniversary of the initial term as follows:
a. $32,500.00 due when made available via FTP site.
b. $32,500.00 due 15 days prior to 1st year anniversary of term start date.
c. $32,500.00 due 15 days prior to 2nd year anniversary of term start date.
4. Field Services Invoicing: Invoicing for the Field Services fee shall occur upon the acceptance of this Purchase
Agreement and shall be invoiced as follows:
a. Invoicing for the Field Services shall be 50% due when software made available via FTP site and the
remaining 50%, 2 months from execution of Purchase Agreement.
5. Expenses: In providing the field services included in this Purchase Agreement, Cartegraph shall be reimbursed for
any reasonable out-of-pocket costs, including, but not limited to, travel, lodging, meals, and cancellation fees. Out-of-
pocket expenses are billed based on actual costs incurred and are due separately.
6. Payment Terms: All payments are due Net 30 days from date of invoice.
BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS
REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE
MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT,
AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
Cartegraph Systems, Inc. City of Chanhassen
By By
(Signature) (Signature)
Tim McCool
(Type or print name) (Type or print name)
Title Director of Sales Title
Date Date
Page 3 of 3
Cartegraph Systems, Inc.
Addendum A - Software Products
Cartegraph hereby pledges to issue software licenses in the agreed upon quantities specified in
your Investment Summary. The "Software," as defined in Master Agreement#MA244, consists
of developed and supported technology products available from Cartegraph.
In addition to full access to Cartegraph licensed software, your organization will receive:
1. Support
a. Campus— www.cartegraph.com/campus
Our User Assistance area is a convenient and easily-shareable resource
designed to help you and your co-workers better understand the functions and
capabilities of your Cartegraph applications. Instantly access user tips, step-by-
step guides, videos, and more.
b. Dedicated, Unlimited, Toll-free Phone Support-877.647.3050
When questions need answers and difficulties arise, count on our industry-
leading Support team to provide the guidance and assistance you need. Reach
us as often as you need Monday-Friday, 7:00 am-7:00 pm CT.
c. Secure, Live Remote Support
If your challenge requires a more hands-on approach,we have the remote support
tools to fix it. Let one of our Support Team members directly interact with your system
to find a fast, effective solution.
2. Training & Education
a. Convenient Online Resources
All the information you need, one click away. Take advantage of online training
opportunities, tutorial videos, upcoming event information, and more.
b. Regional User Groups
Meet and network with similar Cartegraph users in your region. Our smaller,
more personalized User Groups allow you to find out what other organizations
are doing to get more from their Cartegraph Systems.
3. Software Releases & Upgrades
a. New Software Releases
Be the first to know about all new Cartegraph releases, enhancements, and
upgrades. Gain immediate access to the latest features and functionality, and
increased system performance.
b. Hot Fixes
If an issue is determined to be a software defect and falls outside the standard
release cycle, Cartegraph will issue a hot fix and provide application specialists
with detailed levels of product knowledge to work with you in achieving a timely
and effective resolution.
Page 1 of 2
BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS
REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE
MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND
CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
Cartegraph Systems, Inc. City of Chanhassen
By By
(Signature) (Signature)
Tim McCool
(Type or print name) (Type or print name)
Title Director of Sales Title
Date Date
Page 2 of 2
Cartegraph Systems, Inc.
Addendum B - Field Services (Fee for Service)
The Fee for Field Service Implementation Services as listed in the Investment Summary of the Purchase Agreement are
specific Cartegraph services which will be delivered to the Customer based on the descriptions below and any
descriptions that may be found in the Purchase Agreement's Exhibits. Cartegraph will coordinate with the Customer on
service delivery expectations and timeframes. This is an addendum to Customer's Master Agreement#MA244.
Cartegraph OMS — Implementation Scope of Work
Implementation of the Operations Management System (OMS) includes the following
professional services:
Setup
• Cartegraph will review our technical specifications with your technical staff to answer any
questions and verify your environment is ready for the software's installation.
• Cartegraph will guide your technical staff through the installation and setup of Cartegraph
software in your test and/or production environment.
• Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user-
based logins and User/Role functionality.
• Cartegraph will provide a template file to be utilized by your staff to populate Roles and Users to
be utilized for OMS.
• Cartegraph will utilize the template to create users and roles in OMS. (Note: Subsequent User
and/or Role changes will be your administrator's responsibility.)
• Cartegraph will provide documentation and guidance, up to four(4) hours, for your technical GIS
staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards
OMS/Esri integration functionality and requirements.
• Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset
Management areas of the software. Asset Management solutions will be setup for all solutions
referenced in the Assets section of the scope unless otherwise noted.
Consulting
• Cartegraph will provide a three-day (3-day) onsite requirement gathering workshops to increase
our understanding of your business and functional goals. Through workshops and interviews,
Cartegraph will identify best fit scenarios for OMS and provide a brief including any challenges as
well as recommendations for OMS best practices relevant to your implementation.
Training
• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on overall system
navigation and functionality to help familiarize your staff with the software environment and its
common functions. Training topics include:
o Home Screen
o Logins/Permission
o Layers
o Filters
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o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs
• Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on OMS Esri
integration functionality. Training topics include:
o OMS Esri integration configuration options
o Integration functionality (basemap and feature)
o Overall Esri integration requirements, considerations, and Cartegraph recommended best
practices
• Cartegraph will provide a three-day (3-day) onsite "train-the-trainer" training event. The training
agenda will be defined and agreed upon by both Cartegraph and your project manager. Topics
may include any of the following:
o Request Management:
• Requests
• Requesters
• Task Creation from Requests
• Issue library (including settings such as Applies to Asset and Non-Location)
• Cartegraph recommended best practices for Request and Requester Management
o Work Management:
• Create Task(s) (Asset/Non-Asset)
• Assignments (Add, Edit, Remove)
• Task Menu Actions
• Related Work Items
• Create Work Order
• Associate Task to WO
• Repeat Work Orders
• Work Order Menu Actions
• Enter Resources
• Timesheets
• Activity library (including settings such as Applies to Asset, Inspection, Key Dates,
Cost, and Productivity)
• Cartegraph recommended best practices for Work Management
o Asset Management:
• Asset Details
• Inspections
• Linked assets (if applicable)
• Container/Component Relationships (if applicable)
• Cartegraph recommended best practices for Asset Management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in
the Asset section of the scope.
o Fleet Management:
Page 2 of 8
• Preventative Maintenance
• Task Management
• Vehicle Replacement Ratings (VRR) Equipment Detail information
• Fleet Reports
• Cartegraph recommended best practices for Fleet Management
o Resource Management:
• Resource Details
• Labor/Equipment Rates
• Material Management (Stock, Usage, Adjustments)
• Vendor Price Quotes
• Cartegraph recommended best practices for Resource Management
o Cartegraph for iPad:
• Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting)
• Work Management
• Create and Update Tasks (Asset/Non-Asset)
• Assign Tasks
• Enter Resources
• Inspections
• Asset Management
• Create and Update Assets
• Request Management
• View and Update Requests
• View Requester information
• Create Task from Request
• Cartegraph recommended best practices for mobile device use
o Administrator:
• Administrator:
• User Administration, Role Administration, Import/Export, Error Log
• Settings:
• System Settings, Base Map Administration, Geocode Settings, GIS
Integration Settings, Background Task Scheduler, Asset Color Manager
• Manager:
• Layout Manager, Library Manager, Preventative Maintenance, Asset
Condition Manager, Notification Manager, Structure Manager
• Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on OMS Reporting
functionality. Training topics include:
o Security/Roles
o Report Designer
• Report Types, Report Styling, Filtering\Parameters, Basic Formulas,
Grouping\Sorting
o Report Viewer
o Reporting best practices and solution tips/tricks.
Extensions
Page 3 of 8
• Cartegraph will provide remote train-the-trainer training, up to eight (8) hours, on
Advanced Asset functionality. Training topics include:
o Preventative Maintenance
o Performance Management
• Prediction Groups
• Minimum Condition Groups
• Activities and Impacts
• Criticality Factor
• Install/Replaced Dates
o Cartegraph recommended best practices for advanced asset management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset
section of the scope.
• Cartegraph will provide remote train-the-trainer training, up to sixteen (16) hours, on Advanced
Work functionality. Training topics include:
o Scenario Builder
• Settings:
• Prediction Groups
• Minimum Condition Groups
• Activities and Impacts
• Criticality Factor
• Install/Replaced Dates
• Scenarios:
• Scenario Types
• Plan Years and Budgets
• Protocols
• Data Exports
• Cartegraph recommended best practices for advanced work management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section
of the scope.
• Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on Advanced
User functionality. Training topics include:
o Cartegraph Administrator Application
o OMS Administrator
• Structure Manager
• Library Manager
• Layout Manager
• User/Role Configurations
o Cartegraph recommended best practices for utilizing development tools,
expanding the system's use, and/or building assets
Go-Live Support
Page 4 of 8
• Cartegraph will provide a three-day (3-day) onsite event for Go-Live support. The agenda
will be defined, and agreed upon, by both your and Cartegraph's project managers.
Topics may include any of the following:
o Refresher training for items listed in the scope of work.
o Software and process support for staff during production roll out.
o Field, Layout, and Report configuration guidance, if applicable
Data Services
• Cartegraph will provide one test and one production data load service through standard
import/export functionality. Cartegraph will provide template documents for data population. Once
populated by your staff, Cartegraph will load the data into your test or production OMS
environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records
o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries
• Cartegraph will provide one test and one production Standard Data Conversion service to assist
with your migration from the latest version of Cartegraph Navigator to Cartegraph OMS. The
Standard Data Conversion service includes the following:
o Assets
• Conversion includes only those assets listed in the Assets section of the scope.
• Parent records and associated parent-level attributes
• Child records and associated child-level attributes
• Current Inspection record, including:
• Date
• OCI
• Condition Category and Index records
• Note: Cartegraph OMS does not support Bridge NBI or Storm/Sewer
NASSCO inspection methodology.This data is not included in the Standard
Data Conversion service.
• Open work events in Navigator's Asset Event table
• Events with Key Date and/or Impact settings in Navigator, if applicable
o Resources (Labor, Equipment, Material)
• Parent record and associated parent-level attributes
• Note: Cartegraph OMS will not support Material Location functionality until
the 2016 release.
• Current Default Rate record
• Note: Customer is responsible for creating additional rate records to
account for overtime, overhead, and/or FEMA rates, if applicable
• Equipment
• Fleet Events, if applicable
• Material
• Current Quantity-on-Hand
• Vendor Price Quotes
• Vendor
Page 5 of 8
• Parent record and associated parent-level attributes
• Contacts
o Libraries
• Standard and custom library data — not specifically excluded below
o Attachment Paths
• The file paths for Attachments will be updated to refer to the OMS project home.
Your internal staff will be responsible for physically relocating files to the project
home folder structure required for OMS. Cartegraph will transfer attachment files
to the project home folder structure for hosted customers. However, files must be
provided in the previously mentioned OMS project home folder structure.
o Standard Conversion Exclusions
• Work Orders
• Labor, Equipment, Material Logs
• Worksheets
• Requests
• Citizen data
• Assets:
• Bridge: NBI inspection data
• Storm/Sewer: NASSCO inspection data
• Pavement: Detailed Distress inspection data
• PAVEMENTview Plus: Budgets, Scenarios, Models, and associated settings
• Libraries:
• Overall Ratings
• Condition Category Ratings
• Attachment Files
• Custom attachment fields or tables
• Cartegraph will provide custom data conversion services to convert data from the following
Navigator areas into OMS:
o Work Orders
o Inspections (not included detailed distress sample records)
Assets
Asset implementation includes the following professional services:
• Cartegraph will provide installation and training on the following twenty-five (25) asset types:
o Transportation (5)
• Bridge; Light Fixture; Pavement; Sign; Support;
o Sewer (5)
• Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump; Sewer Facility (Lift
Station)
o Storm (7)
• Storm Basin; Storm Culvert; Storm Inlet; Storm Manhole; Storm Outlet; Storm
Pipe; Drain Tile
Page 6 of 8
o Water (6)
• Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water
Valve
o Parks (2)
• Park; Tree;
• Cartegraph will provide up to five (5)field configurations for each asset type listed above.
Cartegraph will provide all services remotely via audio, video, and web conferences unless
otherwise noted.
Customer Responsibility
For the project, you will be responsible for appointing a dedicated project manager that will be
responsible for:
• Reviewing the implementation scope of work
• All internal aspects of the project including, but not limited to, internal change management,
internal documentation, staff coordination, task completion, and schedule commitment
• Ensuring all scheduled meetings are attended by invited staff
• Partnering with the Cartegraph Project Manager to ensure project success
• Providing leadership and insight on all relevant internal issues such as policy/procedure,
organizational structure, project stakeholders, technical architecture, data, and current systems
Exclusions
The following service items are not included in the scope of this project:
• Implementation of any custom modification or integration developed by Cartegraph, your internal
staff, or any third-party is not included in the scope of this project unless specifically listed above.
• Data conversion services from other software system(s) or sources (including Cartegraph
Navigator databases) are not included in the scope of this project unless specifically listed above.
• Any service items discussed during demonstrations, conference calls, or other events are not
included in the scope of this project unless specifically listed above.
Customer/Cartegraph Responsibilities
Project representatives from Customer and Cartegraph accepts responsibility for all aspects of project planning,
management, and execution not specifically identified as the responsibility of Cartegraph in the Master Agreement or in
this Purchase Agreement. Ongoing management of the day-to-day allocation of Customer and Cartegraph resources and
management of project tasks is the responsibility of the Customer and Cartegraph project representatives. Customer and
Cartegraph project representatives will provide overall guidance and direction for the project and will direct the project
accordingly. Further, and with regard to the Cartegraph obligations listed in this Purchase Agreement, 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.
Page 7 of 8
2. The installation process requires the assistance of Customer personnel and suitable access to hardware and systems
(e.g., security clearance). Customer is required to supervise the installation process while systems are accessible to
Cartegraph. All hardware and software, for both Personal Computers and servers, is expected to be available,
installed, and operating as specified in Cartegraph's System Requirements documentation such that delivery and
execution of Cartegraph Field Services will not be impeded.
3. Customer and Cartegraph understand 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 will provide Internet access and IT staff support as required. For those services that are web-based,
Cartegraph utilizes WebEx Meeting (or similar)technology.
Customer shall ensure that their workstation platform and database meet Cartegraph system requirements as
specified in the Cartegraph System Requirements documentation. 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.
5. Customer agrees to work with Cartegraph to schedule Field Services in a timely manner. All undelivered Field
Services shall expire 365 days from the execution of this Purchase Agreement, unless noted differently in Services
Scope listed above. Upon expiration of services, the project may be cancelled at Cartegraph's discretion.
Not-to-Exceed Proposal
Cartegraph will not exceed the total included in this Purchase 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 Purchase Agreement, Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written
approval if additional Software or services are required.
BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE
TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE MASTER AGREEMENT, AS WELL
AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND CUSTOMER AGREES TO BE LEGALLY BOUND BY
EACH SUCH AGREEMENT.
Cartegraph Systems, Inc. City of Chanhassen
By By
(Signature) (Signature)
Tim McCool
(Type or print name) (Type or print name)
Title Director of Sales Title
Date Date
Page 8 of 8