Agenda packet — Santa Monica City Council, May 28, 2024 (part 2 of 4)

Yes

30.04 Work order backlogs. Yes

30.05 Work order parts‐on‐order or
parts‐received.

Yes

30.06 Work order completed cost
details and summaries.

Yes

30.07 Work order completed hour
and performance summaries
(actual versus expected
standards).

Yes

31.00 Report ‐ Downtime

31.01 Downtime analysis: total and
averages by equipment,
mechanic, class of equipment,
work order number, or by
department/division using user‐
defined downtime reasons such
as commercial repair.

Downtime may include or
exclude non‐working hours,
weekends, and
holidays.

Yes

32.00 Report ‐ PM Compliance

32.01 PM compliance by asset,
class, driver, department,
location, etc.

Yes

32.02 All PMs due and past due for
the next week, two weeks,
month, and quarter, or any
other timeframe.

Yes

32.03 PM exception reports for past
due PM work.

Yes

32.04 Smog, BIT, Date and other
inspections performed, due
and past due.

Yes
Exhibit B -- Page 40
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 544 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First AssetWorks Response to Technical Specifications
A
Number Requirements List Complies.

Yes/No
Exceptions or Clarifications
Yes/No

33.00 Report ‐ Vendors / Sublets

33.01 Vendor compliance status
(e.g., living wage, equal
benefit, location, etc.).

Yes

33.02 Detail, summary, and exceptions
reports by vendors, sublet
repairs, costs,
etc., for a user‐defined period.

Yes

34.00 Reports ‐ Labor

34.01 Efficiency information
measuring a mechanic’s
individual performance
compared with user‐defined
standards.

Yes

34.02 Efficiency information
measuring a shop's individual
performance compared with
user‐defined standards.

Yes

34.03 Report on the entire
maintenance division's
performance compared with
user‐defined standards.

Yes

34.04 Rework report that details
rework and who performed
the work originally.

Yes

34.05 Report on averages of each
mechanic, shop, repair
task/type, etc.

Yes

34.06 Management reports must
include a mechanic’s
accountability report that
details all direct and indirect
work by mechanic for any
defined period. Optional
selection criteria should be
available to restrict the data by
shop, department, operator,
equipment, or by repair code
(or any combination of these
factors). Reports should be
available in both detail and
aggregate
format.

Yes

35.00 Reports ‐ Inventory

35.01 Detail, summary, and
exceptions reports on cost,
receipt, usage, adjustment,
transfer, etc., for a user‐
defined period.

Yes
Exhibit B -- Page 41
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 545 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First AssetWorks Response to Technical Specifications
A

35.02 Shrinkage report by part
number, location, etc.

Yes

35.03 Detail current inventory count
and value, to include parts
brands, names, and
descriptions.

Yes

35.04 Analysis of inventory activities
and turns.

Yes

35.05 Transaction history report. Yes

35.06 Physical inventory count
sheets.

Yes

35.07 Stock replenishment
worksheets.

Yes

35.08 Parts by vendor. Yes

35.09 Purchase order status. Yes

35.10 Purchase order histories by
vendor.

Yes

35.11 Parts warranty. Yes

36.00 Reports ‐ Fuel

36.01 Detail, summary, and
exceptions reports on cost,
receipt, activity, adjustment,
etc., for a user‐defined asset,
class, account, department,
period, and location.

Yes

36.02 Infrastructure and related
costs.

Yes

37.00 Reports ‐ Risk Management

37.01 Detail, summary, and
exceptions reports on auto
accident to include costs,
types, frequency per
driver/department,
subrogation recovered, cycle
per million miles, etc.

Yes

37.02 The ability to to produce
detailed and summary reports in
accordance with insurance
reporting requirements.

Yes

38.00 Reports ‐ Accounting and
Financial

38.01 Full suite of comprehensive
accounting and financial
reports for a government
fleet.

Yes

38.02 Detail and summary costs
reports by asset, driver,
department, account, etc. for
a user‐defined period.

Yes
Exhibit B -- Page 42
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 546 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First AssetWorks Response to Technical Specifications
A

38.03 Detail and summary reports
that identify costs (labor and
materials) by repair types
(e.g., scheduled,
unscheduled, road calls,
accident, abuse, etc.).

Yes

38.04 Cost recovery by shop and
mechanic.

Yes

38.05 Purchase order remaining
balance.

Yes

39.00 Reports ‐ Regulatory

39.01 The ability to produce detailed
and summary reports in
accordance with regulatory
agency and grant reporting
requirements.

Yes

40.00 Reports – Environmental
and Emissions

40.01 The ability to produce detailed
and summary environmental
reports on carbon and
greenhouse gas emissions using
mileage and fuel data for annual
environmental
reporting.

Yes
Exhibit B -- Page 43
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 547 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First EXHIBIT I: Explanation to Technical Specifications Exceptions

Exhibit I: Technical Specifications Exceptions
Please know Exhibit I was not available as part of the bid package, therefore AssetWorks has provided the following to remain compliant with the City’s requirements. #10.08: Compliant? YES/ Exception: NO
Explanation: AssetWorks Keyvalet system is unique and offers complete integration to electronic keybox and option to use Verizon GPS integration to auto post the meter update to the completed reservation. #10.10: Compliant? YES/ Exception: NO
Explanation: AssetWorks offers out‐of‐the‐box, near real‐time integration with Verizon Networkfleet #12.06: Compliant? YES/ Exception: NO
Explanation: The Automatic fuel shut off works with FuelFocus, the fully integrated fuel control system from AssetWorks
#13.41: Compliant? NO/ Exception: YES
Explanation: Yes. A Planning type work order supports manual linking the Mitchell estimate file to same work order with labor and parts costs prior to approval. #22.08: Compliant? YES/ Exception: NO
Explanation: The 2‐way interface is a fully integrated solution when using AssetWorks FuelFocus island control units in real‐time.

Exhibit B -- Page 44
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3. Key Personnel
AssetWorks maintains a full complement of experienced asset management professionals as permanent full time employees and does not outsource our implementations. Please see the Statement of Work for information on expected City resources.

AssetWorks Professional Services provides complete project management and technical expertise in implementing systems with complex requirements. Oursuperior knowledge of local government financial and inventory management systems and the business processes of the public sector industry allow our Professional Services team to implement the AssetWorks FleetFocus management system in a cost‐ effective, timely manner.

AssetWorks Professional Services has developed an implementation project management methodology for success, reflecting the proven expertise of our staff, and industry‐recognized Best Practices. Our proven methodology guides our services processes to provide our customers with reliable and consistent project management services.

The AssetWorks methodology includes the delivery of all of our existing services offerings, as well as the development of new offerings customized to meet the emerging needs of our diverse customer community. AssetWorks project management encompasses every aspect of project management, from the inception of the project through successful transition to a production environment and ongoing systems operation. Universal processes and delivery phase processes are defined in simple, clear terms, allowing easy adoption by all project participants.

Implementation Methodology ‐ Universal Processes
Project Management and Quality Assurance, Change Management, and Acceptance are three universal processes at the core of the program. We describe these processes as universal, because they are involved in every phase of project management. The phases of project management that comprise the program are described later in this document.

Project Management and Quality Assurance
AssetWorks’ philosophy of comprehensive project and quality management is made real through the elements of the project management process. The following are the key areas that it addresses:
¾ Plan Management
¾ Staffing & Resource Management
¾ Change Management
¾ Risk Management
¾ Issues Management
¾ Status Management
¾ Financial Management
¾ Communications Management
¾ Quality Management
AssetWorks has a staff of highly skilled and experienced project managers who work as a team to ensure that the customer's project is proceeding in an efficient, timely and cost‐effective manner, according to the services contract.

Exhibit B -- Page 45
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks’ project managers are facilitators in the best sense of the term, making sure that project participants have what they need, when they need it and keeping the project aligned with the customer's goals and priorities. They also provide, along with the other members of the AssetWorks implementation team, focused advice based upon extensive product and industry experience, on the Best Practices for successful implementation of AssetWorks’ FleetFocus system.

Change Management
In our dynamic 21st century environment, change on any project is inevitable. The key is not eliminating change, but handling it effectively when it occurs. Since successful change management is such a vital part of any project, AssetWorks’ project management services clearly define this process, allowing all project participantsto be confident of how to handle any adjustments, issues or new ideasthat may come up in the course of their implementation.

The Change Management process begins when a member of the project team identifies an issue or new business need. The issue or need is qualified to determine the exact scope and priority, as well as to determine if an adjustment to the plan is indicated.

The technical, procedural and practical feasibility of making the adjustment is evaluated and it is determined whether or not the adjustment falls within the scope of the contracted services. If the adjustment falls within the scope of the contracted services, action will be assigned and taken according to the project priorities. If an adjustment is deemed to constitute a change to the contracted services, a formal Change Request Form is completed to properly scope, evaluate and execute the change, should the customer authorize it.

By following this model small adjustments can be made quickly, without unnecessarily complex paperwork, and more significant changes can be clearly defined, allowing the customer to make a truly informed decision on whether or not to proceed.

Acceptance
Another vital part of every project is ensuring that all parties are confident of the status of the engagement at all times. AssetWorks project management achieves this, not only through Status Management, but also through a regular plan of acceptance steps that occur throughout the project. At each milestone in the project, the state of the work is reviewed and agreement is reached that the work is acceptable to the customer. Next steps are re‐confirmed and the project may then proceed.

Acceptance checkpoints in each project are clearly defined in the project plan, allowing the customer to be fully prepared to participate in this effort. Customers benefit from multiple opportunitiesto participate in these "sanity checks" and the project team can take appropriate action quickly should anything appear to be amiss.

The Implementation Team
Key members of the customer implementation team include: the Project Manager, Trainer(s), Implementation Specialist and an Integration Specialist to complete any data conversion, modification and interface programming in the specified time frame. In addition, the Director of Professional Services will provide management oversight and support as needed to the project team.

The AssetWorks Project Manager is the principal client contact, and has ultimate responsibility for the successful completion of the project. The Project Manager is responsible for directing the day‐to‐day Exhibit B -- Page 46
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activities of the project. The Project Manager will also monitor the project resources to ensure quality delivery of services, provide bi‐weekly status reports, and initiate regular project team conference calls to ensure that the team is making sufficient progress toward the end objectives. The Project Manager is the client’s first escalation point for any issues arising during the project.

The following chart illustrates the organizational structure of the team:

Depending on the project, organizational roles may change. Some projects require individuals to assume multiple responsibilities. A team of experienced implementation professionals from AssetWorks will guide you through the implementation process, from pre‐implementation planning to post production operations.

AssetWorks has many skilled FleetFocus consultants in our Professional Services group who are dedicated to providing installation, implementation, and training services. We have provided resumes for staff that may be committed to your implementation project.

AssetWorks will assign specific staff upon award of contract.

AssetWorks Professional Services' project management methodology makes us unique in the industry.

Our sophisticated end to end project management methodology is comprised of a robust set of implementation methodologies providing the best solution approach based on products, project scope and the complexity of the proposed project.

Please see representative AssetWorks LLC resumes in the Appendix of this response.

Customer
Project Manager
Project Manager
Implementation
Specialist Trainer IntegrationSpecialist
Tyler
Beaty/National
Sales Executive
Exhibit B -- Page 47
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 551 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 12 | Page

4. References
AssetWorks is pleased to provide the following examples, which provide insight into our project experience. These examples are comparable in scope, size, and complexity relative to the City of Santa Monica.

City of San Angelo, TX
Ryan Kramer, Fleet Manager
1727 Saint Ann Street
San Angelo, TX 76905
(325) 657‐4329
[email protected]
Started in July 2014 and completed in July 2015, the City of San Angelo maintains and tracks 1030 vehicles from a single maintenance location utilizing the AssetWorks hosted solution. The City implemented a Verizon Networkfleet integration and our AssetWorks fuel management system – FuelFocus.

City of Lakeland, FL
Gary McLean, Fleet Manager
502 Evelyn Ave
Lakeland, Florida 33801
United States
(863) 834‐8818
[email protected]
Started in July 2016 and completed in November 2017, the City of Lakeland maintains and tracks 1375 vehicles from a single maintenance location. The City utilizes our NAPA auto parts integration, MobileFocus, and our fuel management system – FuelFocus.

City of Sioux Falls, SD
Morgan Jackson, Fleet Manager
1000 E. Chambers
Sioux Falls, South Dakota 57103
(605) 367‐8000
[email protected]
Started in May 2016 and completed in December 2016, the City of Sioux Falls maintains and tracks 925 vehicles, motorized equipment, trailers, and accessories used to provide police and fire services, public works activities, and parks operations from six (6) maintenance locations. The City utilizes interfaces with their fuel management and ERP systems, and utilizes our MobileFocus handheld barcode scanning and printer solution.

Exhibit B -- Page 48
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 552 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 13 | Page

5. Project Work Plan Please see the AssetWorks Statement of Work & Project Plan in the Appendix of this response, which includes information regarding deliverables, milestones, assumptions, resources, and identifies potential risks that could delay the project.

Exhibit B -- Page 49
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 553 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 14 | Page

6. Cost Proposal
Cost Proposal for City of Santa Monica RFP solicitation issued 03/15/2018 Perpetual License
The AssetWorks method of licensing product is based on the number active equipment units managed with the software. Active equipment units are vehicles or assets in which work is regularly performed, costs applied, or reports commonly executed. Sold, retired, or inactive units do not require a license and the information about such assets can reside permanently in the database. The spirit of a licensed vehicle asset is any registered and licensed piece of equipment that operates on surface roads and highways. Three times the number of licensed assets (900 in this proposal) are also allocated for component assets (2,700). These constitute assets such as buildings, non‐licensed equipment, attachments, booms, generators, lawn mowers, etc. that also need to be tracked, maintained, and reported against.

This license structure allows AssetWorks to price our product on an enterprise basis without the need to limit the number of users who can access the product or the number of CPUs on which the application can be run. Because the software license is based on the size of the fleet, you can provide access to an unlimited number of users. If there is concern 3,600 assets would be insufficient please communicate with AssetWorks as this number can be adjusted to meet the county’s anticipated needs.

The FleetFocus product includes the base system plus optional modules. AssetWorks is proposing the below recommended modules based on other customers similar in size and scope to the City of Santa Monica, plus several other modules based on the needs identified within the RFP, including Motor Pool operations and reservations. Modules are licensed at a rate which is based on a percentage of the core license. Modules may be licensed independently, and should there be a need modules may be added/removed as necessary. Consult with your account manager to ensure all modules meet the city’s specific needs.

The fees for a perpetual software license and applicable modules for 900 vehicle assets and 2,700 component assets is as follows:

FleetFocus FA Software Licenses
Description QTY UNIT PRICE Line Total
FleetFocusFA Standard License 900.00 USD 45.00 USD 40,500.00 Reporting Module 900.00 USD 2.25 USD 2,025.00
Motor Pool Module 900.00 USD 4.50 USD 4,050.00
Motor Pool Reservations Module 900.00 USD 2.25 USD 2,025.00 Shop Activity Module 900.00 USD 4.50 USD 4,050.00
Customer Access Module 900.00 USD 2.25 USD 2,025.00
KPI/Dashboards Module 900.00 USD 2.25 USD 2,025.00
MAXQueue Integration Module 900.00 USD 2.25 USD 2,025.00 Crystal Reports Server OEM Edition ‐ with 1x report writer 1.00 USD 2,900.00 USD 2,900.00 Licenses Subtotal: USD 61,625.00
CA Sales Tax 10.25%: USD 6,316.56
Licenses TOTAL: USD 67,941.56
Exhibit B -- Page 50
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Software Maintenance
Software maintenance for AssetWorks FleetFocus is based on a rate of 20% of the licensed software as noted above. The below includes a five year software maintenance schedule.

FleetFocus FA Software Licenses – Maintenance (year 1)
Description Line Total
Annual Software Maintenance USD 12,325.00
Subsequent four year maintenance schedule
Description Line Total
Annual Software Maintenance (year 2) USD 12,941.25
Annual Software Maintenance (year 3) USD 13,588.31
Annual Software Maintenance (year 4) USD 14,267.73
Annual Software Maintenance (year 5) USD 14,981.11
Professional Services
Below is a cost summary of the Professional Services. A statement of work and detailed project plan is also provided in our response. Professional services costs list includes set up fees for telematics integration of Verizon NetworkFleet active GPS and two‐way interfaces for EJ Ward and Trapeze EAM fuel systems.

Training Services will be provided for ~29 City of Santa Monica Fleet Management employees in the following categories; management and administrative personnel, shop supervisors, auto mechanics, welder, parts room staff.

Hourly fee for all personnel quoted is $205/hour. Hourly rates are inclusive of salary, fringe benefits, indirect costs and profit. Hourly rate does not include travel costs. Percentage of scope of work by resource (approx):

Senior Project Manager 24%
Senior Install Engineer 2%
Senior Developer 14%
Senor QA Engineer 5%
Senior Implementation Consultant 55%
Travel expenses are reimbursable. Expenses include actual costs for lodging, air and ground travel and per diem rates for meal expenses (corporate rate/government agreement).

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Description Line Total
Asset Interface FA to EJWard USD 9,840.00
Asset Interface FA to Trapeze EAM USD 9,020.00
Testing Services USD 2,460.00
Training Services USD 7,380.00
Go Live Support Services USD 9,840.00
Travel Costs USD 6,000.00
Services TOTAL: USD 110,140.00
Licenses, Year 1 Maintenance, & Professional Services TOTAL: USD 190,406.56 Motor Pool Reservations
AssetWorks has included in the above pricing a fully‐integrated motor pool operations and reservations solution. The included Motor Pool Reservations Module is a comprehensive solution for managing all aspects of running a motor pool, including customer reservations, vehicle checkout, billing, and maintenance.

An optional add‐on to our integrated motor pool operations and reservation solution is our KeyValet unmanned key inventory and distribution solution. KeyValet utilizes a secure electronic key cabinet with touch screen display that integrates with our Motor Pool Reservations system, allowing fleet managers to deploy an unmanned motor pool in an efficient and secure manner, providing 24‐7 access to motor pool vehicles. Consult with your AssetWorks account manager for detailed information and pricing.

Tyler‐Munis Interface
For purposes of this Request for Proposal, AssetWorks has identified that we require more specific information in order to accurately scope and price this a Tyler‐Munis interface. Consult with your AssetWorks account manager for detailed information and pricing.

AssetWorks has extensive experience providing custom interfaces and integrations. Utilizing MAXQueue, AssetWorks interface engine, this means interface with any third‐party software as well as the ability to create in depth custom application work flows may be optionally provided.

From a technology perspective MAXQueue can interface with any open standard communication protocols such as web services (SOAP or REST), XML, SCADA, ODBC, ftp, flat files, etc. And, integrations may be two‐way, one‐way, real‐time, batch, poling, or scheduled. To date, thousands of interfaces have been created with the likes of Oracle, SAP, Esri, Lawson, FuelMaster, Microsoft Dynamics, Tyler Munis, Kronos, and home grown systems.

Telematics – Active GPS
AssetWorks welcomes the opportunity to provide the City of Santa Monica the only fully‐integrated Active GPS telematics solution for AssetWorks’ FleetFocus fleet management system – Verizon NetworkFleet.

The Verizon NetworkFleet telematics data feature set as listed below can be automatically streamed into FleetFocus for hyper‐accurate preventative maintenance scheduling and the automatic creation and notification of service requests and/or work orders based on customer‐defined rules. The feature set of Verizon NetworkFleet includes the following:

Exhibit B -- Page 52
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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x Automatic Vehicle Location (AVL) ‐ Geographically track, in real and historic time, fleet vehicles of various year, make and model. Provide multiple, authorized city end users with desktop and remote viewing and reporting capabilities.
x Diagnostic Alerts ‐ Report and record asset mechanical diagnostic information. x CA Smog Program ‐ Program with CA BAR CTP to allow for no smog checks x Roadside Assistance – Free roadside assistance for heavy & light duty vehicles x Breadcrumb Trails ‐ NetworkFleet software allows the user to view breadcrumb trails for tracking purposes.
x Vehicle/equipment idle and run time ‐ Multiple reports show service records, greenhouse gas emissions, smog checks, idle time and fleet utilization. x Driver safety ‐ Safety reports provide information about speeding, harsh braking, and harsh acceleration for use in driver education.
x Centralized reporting, metrics and dashboard – Ability to monitor, analyze and improve upon incident statistics related to fleet management and driver safety. x Visibility of current and historical data – Available through the NetworkFleet software. x Minimized resource requirements ‐ FleetFocus integration allows for reduced manual processing.
x Consistent reporting ‐ For proactive trending, analysis and action. x Policy enforcement and reporting – The ability to implement best practices for operators. x Return on investment and cost savings ‐ Multiple ways to reduce unauthorized usage and improve fleet utilization.
x Fleet Efficiency ‐ Overall improved capability to monitor and improve fleet efficiency.

The NetworkFleet product is installed in more than 500 state, local, and municipal utility organizations nationally encompassing more than 150,000 vehicles and was tailor made for the needs of state and local government. NetworkFleet has been supplying public fleets with vehicle telematics for more than 12 years.

NetworkFleet Connector – FleetFocus FA Integration
To enable this fully‐integrated Active GPS telematics solution, AssetWorks will configure the standard NetworkFleet adaptor in its MAXQueue interface module. This adaptor will receive Exhibit B -- Page 53
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data from NetworkFleet and direct it to the appropriate component of the FASuite application (e.g., Service Requests, meter readings, etc.).

Pricing
Pricing of all hardware, accessories, integration, data services, and optional installation services are being offered at the rates listed below with no minimum purchase order requirement.

NetworkFleet Hardware (One‐time purchase)
Description QTY UNIT PRICE LINE TOTAL
A5500 (includes Y harness) NetworkFleet Hardware 50.00 USD 110.23 USD 5,511.50 Sensor Input Harness (5500/5200) 50.00 USD 13.00 USD 650.00 9‐pin Heavy Duty Harness with "D" Mount (5500/5200) 50.00 USD 45.50 USD 2,275.00 Tamper Resistant Zip Ties (100 per pack) 1.00 USD 65.00 USD 65.00 NetworkFleet Hardware Subtotal: USD 8,501.50
CA Sales Tax 10.25%: USD 871.40
NetworkFleet Hardware TOTAL: USD 9,372.90
NetworkFleet Hardware Installation (Optional)
Description QTY UNIT PRICE LINE TOTAL
Base Installation ‐ Plug/Play or 3 Wire 50.00 USD 84.50 USD 4,225.00 Add‐On to Base Installation (Sensor) 50.00 USD 84.50 USD 4,225.00 NetworkFleet Installation TOTAL: USD 8,450.00
Exhibit B -- Page 54
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NetworkFleet Professional Services (One‐time purchase)
Description LINE TOTAL
Configure and Test NetworkFleet Integration USD 4,920.00 NetworkFleet Services TOTAL: USD 4,920.00
NetworkFleet Data Services (Recurring monthly services) Description QTY Monthly
Fee/Unit
Line Monthly
Total
Yearly Fee
A5500 NetworkFleet Standard Service 50.00 USD 18.95 USD 947.50 USD 11,370.00 NetworkFleet Connector ‐ AssetWorks Client ‐ Includes
Telematics Module

50.00 USD 1.25 USD 62.50 USD 750.00
NetworkFleet Annual Services TOTAL: USD 12,120.00
Telematics – Passive GPS
The AssetWorks Passive GPS Solution is an optional component of our automated fueling solution – FuelFocus. The FuelFocus Fuel Management System (FMS) is a comprehensive fuel management package providing automated fuel dispensing for fleet operations. FuelFocus is the Trapeze EAM fuel management solution currently deployed by the Big Blue Bus Department.

To add the AssetWorks Passive GPS Solution requires the addition of an RF Vehicle Identification Box (VIB) that would have to be installed on top of the VIB you already use for fueling with EJ Ward. Due to the costs and complexities involved, we recommend the option of replacing the EJ Ward FMS with FuelFocus, enabling a fully integrated system.

Since the scope of Request for Proposal does not include a new FMS, our response and pricing below is for a Passive GPS solution only. Consult with your AssetWorks account manager for detailed information and pricing on the FuelFocus FMS.

The fully integrated FleetFocus Passive GPS Module provides peace of mind by allowing you to monitor and evaluate complete trip details as soon as the vehicle returns to the lot. When company assets are optimally managed, service and savings improve along with the efficiency and safety of fleet‐based operations.

The FleetFocus Passive GPS Module receives data transferred from in‐vehicle devices through the WAF unit and is available for immediate review. The Module provides convenience, accuracy, and reliability through easy‐to‐use dashboards. Administrators have the ability to apply alters globally across the fleet, by vehicle type, by division, or even down to a specific vehicle or driver.

Data collected and managed through the FleetFocus Passive GPS Module include:

Vehicle/Unit number
Driver ID
Route of travel
Date
Time vehicle departed
Direction traveled
Vehicle speed
Idling time
Geofencing
Position / Stops made
Driver Behavior
Time vehicle returned
Exhibit B -- Page 55
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 559 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 20 | Page
Pricing
Pricing of all hardware, accessories, integration, data services, and installation services are being offered at the rates listed below with no minimum purchase order requirement.

Additional Software Licensed Modules
Description QTY UNIT PRICE Line Total
Passive GPS 450.00 USD 9.60 USD 4,320.00
Driver Behavior Module 450.00 USD 4.80 USD 2,160.00
Licenses Subtotal: USD 6,480.00
CA Sales Tax 10.25%: USD 664.20
Licenses TOTAL: USD 7,144.20
Additional Annual Software Maintenance
Description Line Total
Additional Software Maintenance USD 1,296.00
Maintenance TOTAL: USD 1,296.00
Passive GPS Hardware
Description QTY UNIT PRICE Line Total
Vehicle Data Collector Kit w/ CPU 2.00 USD 5,995.00 USD 11,990.00 FJ3 Vehicle Identification Box 450.00 USD 186.24 USD 83,808.00 FIA Option for FJ3 450.00 USD 60.34 USD 27,153.00
Fuel Inlet Antenna 450.00 USD 18.64 USD 8,388.00
Dashboard Coil 450.00 USD 18.64 USD 8,388.00
OBDII Canbus Easy Connect Cable 350.00 USD 26.53 USD 9,285.50 Combo J1939/J1708 9 Pin Deutsche Easy Connect Cable 100.00 USD 89.90 USD 8,990.00 J1939 Type II 500kb Heavy Duty 9‐Pin Cables with Green Connectors 0.00 USD 76.50 USD 0.00 Passive GPS Add On Kit 450.00 USD 139.00 USD 62,550.00
FJ3 Driver ID Add On Kit 450.00 USD 129.00 USD 58,050.00 Driver ID Key for FJ3 450.00 USD 12.00 USD 5,400.00
FJ3 Programmer 2.00 USD 1,743.16 USD 3,486.32
FJ3 Flash Tool 2.00 USD 895.00 USD 1,790.00
FJ3 Vehicle Starter Kit 1.00 USD 1,576.00 USD 1,576.00
Fuel Shipping Costs 1.00 USD 125.00 USD 125.00
Passive GPS Hardware Subtotal: USD 290,979.82
CA Sales Tax 10.25%: USD 29,825.43
Passive GPS Hardware TOTAL: USD 320,805.25
Exhibit B -- Page 56
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Packet Pg. 560 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 21 | Page
Additional Professional Services for Passive GPS Solution Description Line Total
Project Kickoff & Orientation USD 820.00
Hardware Installation Services USD 3,280.00
Fuel Software Installer / Trainer USD 3,280.00
FJ3 RFID Box Installation and Diagnostics Training Services USD 3,280.00 Remote FuelFocus Site Startup Services USD 1,230.00
Project Management Services USD 4,920.00
Travel Costs USD 5,000.00
Passive GPS and Driver Behavior Module Configuration Services USD 5,740.00 Service TOTAL: USD 27,550.00
Project Totals – FAMS System Only
Description Line Total
FAMS System Software license USD 67,941.56
Professional Services (not including Tyler‐Munis Integration) USD 110,140.00 Maintenance (year 1) USD 12,325.00
Year 1 ‐ Project TOTAL: USD 190,406.56
Project Totals – FAMS System and Telematics Active GPS Solution for 50 Vehicles Description Line Total
FAMS System Software license USD 67,941.56
Professional Services (not including Tyler‐Munis Integration) USD 110,140.00 Telematics – Active GPS for 50 Vehicles (Hardware, Installation, Implementation, Year 1 Data Service) USD 34,862.90 Maintenance (year 1) USD 12,325.00
Year 1 ‐ Project TOTAL: USD 225,269.46
Project Totals – FAMS System and Telematics Active GPS Solution for 50 Vehicles and Passive GPS Solution for 450 Vehicles
Description Line Total
FAMS System Software license USD 67,941.56
Professional Services (not including Tyler‐Munis Integration) USD 110,140.00 Telematics – Active GPS for 50 Vehicles (Hardware, Installation, Implementation, Year 1 Data Service) USD 34,862.90 Telematics – Passive GPS for 450 Vehicles (Licensed Software Modules, Hardware, Implementation Services) USD 347,059.25 Maintenance (year 1) USD 13,621.00
Year 1 ‐ Project TOTAL: USD 573,624.71
Exhibit B -- Page 57
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Packet Pg. 561 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 22 | Page
Exceptions CITY OF SANTA MONICA (“Customer”)
AssetWorks has reviewed the terms in Request for Proposal, Fleet Asset Management System with a Telematics Solution (“Customer Terms”). If awarded the project, AssetWorks would request the opportunity to negotiate a mutually agreed contract containing all relevant terms consistent with AssetWorks’ response. AssetWorks does not limit the contract negotiations to these terms alone.

Provision AssetWorks Exception
RFP, Section II‐A, #5, Page 44 Sub‐consultants are likely to be utilized in the installation of the GPS devices.

AssetWorks requests the right to engage sub‐consultants to assist in performing services without identifying the sub‐consultants by name in the proposal or obtaining prior written consent of Customer; provided, AssetWorks shall supervise such sub‐consultants and the services performed by them to the same extent as if AssetWorks performed the work.

RFP, Section II‐A, #14, Page 45 AssetWorks agrees to this condition, provided that lack of sufficient appropriations or authorizations does not relieve Customer of the obligation to pay for products purchased or licensed, and services rendered, prior to termination.

RFP, Section II‐A, #15,
Paragraph 2, Page 45
AssetWorks requests that the phrase, “or should have known of” be removed from the first sentence of the second paragraph or this provision.

RFP, Section II‐A, #16, Page 45 AssetWorks agrees to be bound by the General Requirements contained in this RFP, as modified by these exceptions.

RFP, Section II‐A, #19, Page 45‐
46 AssetWorks requests that the right to negotiate the final provisions of the contract be made mutual, and has provided these exceptions and alternative language to facilitate this. AssetWorks shall not be bound by any terms and conditions until a final fully negotiated agreement is executed.

RFP, Section II‐A, #23, Page 46 x Any change in agreement would be subject to contract terms. x In the event that the City requests a change in AssetWorks’ representative at any point during the contract term, AssetWorks reserves the right to request documentation of the reason for the City’s request. AssetWorks shall not unreasonably withhold approval for any documented request.

RFP, Section IV‐C, Paragraph 1,

Page 51 ends

AssetWorks requests the right to engage sub‐consultants to assist in performing services, or change previously selected sub‐consultants, without prior written consent of Customer; provided, AssetWorks shall supervise such sub‐consultants and the services performed by them to the same extent as if AssetWorks performed the work.

RFP, Section IV‐C, Paragraph 2,
Sentence 1, Page 51
AssetWorks’ submission of a response to this RFP does not constitute waiving its right to protest or seek legal remedies after award.

RFP, Section IV‐C, Paragraph 3,
Sentences 2 and 3, Page 51
x Sentence 2: Termination of any contract resulting from this RFP would be subject to contract terms.
x Sentence 3: In the event that a contract was terminated, Customer would be responsible for all fees for products and services specified in the relevant contract(s).

Exhibit A, #2, Page 64 AssetWorks requests the removal of (ii) from this provision as our solution is web‐based. Client Software, as defined in this agreement, is not applicable.

Exhibit A, #4.1, Sentence 1,

Page 64 ends

AssetWorks shall provide software and services as outlined in its proposal and a mutually agreed upon Statement of Work.

Exhibit A, #4.2, Page 64‐65 x AssetWorks reserves the right to assign key personnel as needed to best fulfill project requirements.

Exhibit B -- Page 58
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x While AssetWorks shall use best efforts to maintain the same key personnel throughout the project, we reserve our right to reassign personnel as needed to best fulfill project requirements.

Exhibit A, #5, Page 65 AssetWorks requests defined acceptance criteria and remedies. AssetWorks reserves the right to negotiate these terms at a later date.

Exhibit A, #6, Page 65 AssetWorks invoices as follows:
x license fees and first year software maintenance upon contract execution. Software maintenance is billed annually in advance thereafter.
x professional services are invoiced monthly in arrears or upon completion of milestones, as determined by the applicable Statement of Work
x hardware is invoiced upon shipment
x GPS service is subscription based, fees are invoiced monthly in advance
All fees are due within thirty (30) days of receipt of invoice.

Exhibit A, #8, Page 66 x The warranty period for AssetWorks’ software shall extend for a period of ninety (90) days from the date of delivery of the software but in no event later than one year from the date of execution of the agreement. x AssetWorks represents that our software will conform to the description contained in the documentation provided or published by AssetWorks but makes no other representations, warranty, or guarantees, express or implied, with respect to the accuracy, completeness, or usefulness of the Software, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event the Software fails to conform to the description contained in the Documentation, AssetWorks’ sole obligation shall be to correct the errors. This limited warranty is lieu of all liabilities or obligations of AssetWorks for damages arising out of or in connection with the delivery, use or performance of the Software.

Exhibit A, #9, Page 66‐67 The warranty period for the software shall extend for a period of 90 days from the date of delivery of the software but in no event later than one year from the date of execution of the agreement. During the warranty period, in the event that the Customer encounters an error and/or malfunction whereby the software does not conform to the description in the documentation, AssetWorks will respond as follows:

1. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists an error or
nonconformance to the documentation, AssetWorks will take such steps as are reasonably required to correct the error with due dispatch.

2. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, the error or nonconformance to the documentation does not constitute a serious impediment to the normal intended use of the software, AssetWorks will correct the error and distribute the correction to the Customer in accordance with AssetWorks’ normal software revision schedule.

Exhibit A, #12, Page 67‐68 AssetWorks provides indemnification against third party claims of personal injury, property damage, death or intellectual property infringement arising directly from the acts or omissions of AssetWorks during the performance of the agreement. AssetWorks does not hold harmless.

Exhibit B -- Page 59
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Packet Pg. 563 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 24 | Page
In the event that the Customer is prevented from using AssetWorks’ software as described in this provision, AssetWorks shall provide one of the following of the following remedies at its sole discretion:
x Procure for Customer a non‐infringing license to use the software x Modify the software so that it becomes non‐infringing x Procure for Customer a depreciated credit for the software and accept its return. Depreciation shall be an equal amount per year over the lifetime of the software, which the parties agree shall be five (5) years.

AssetWorks shall have no liability to Customer under any provision of this clause with respect to any claim of patent or copyright infringement that is based on Customer's unauthorized use or combination of the software with software or data not supplied by AssetWorks as part of the software.

Exhibit A, #15, Page 69 x AssetWorks requests that all assignment rights and obligations be made mutual.
x Approval of requests made by either party pursuant to this provision may not be unreasonably withheld.

Exhibit A, #17.1, Sentence 2,

Page 69 ends

AssetWorks requests that the thirty (30) day cure period be applied to all defaults, and that the second sentence of this provision be removed accordingly.

Addition to Exhibit A –
Limitation of Liability
AssetWorks requires a limitation of liability in all contracts limiting the damages to direct damages only and capping the amount of damages to the amount paid. AssetWorks is not liable for consequential, punitive, exemplary, incidental, indirect or special damages.

Exhibit B, #1.2, Page 71 AssetWorks’ customer support service center is fully staffed from 5:00 AM PST to 5:30 PM PST on weekdays, with the exception of major holidays.

Exhibit B, #1.4, Page 71‐72 AssetWorks has standard response levels that are applicable to software maintenance.

Exhibit B, #4, Page 72 Maintenance shall commence immediately upon contract execution and shall have a term of twelve (12) months. The term shall automatically renew each year thereafter for an additional twelve (12) month period unless terminated per contract terms.

Exhibit B, #5, Page 72 x Payments are due within thirty (30) days of receipt of invoice. x AssetWorks reserves the right to change the annual Maintenance fee by providing Customer written notice of the increase at least thirty (30) days prior to any scheduled renewal date.

Exhibit B, #6, Page 72 If onsite maintenance is required, Customer will pay reasonable travel and living expenses of AssetWorks’ employees or agents, which shall be billed and paid as the expenses are incurred. Pre‐approval by the Customer shall not be required.

Exhibit B, #9, Page 73 AssetWorks provides indemnification against third party claims of personal injury, property damage, death or intellectual property infringement arising directly from the acts or omissions of AssetWorks during the performance of the agreement. AssetWorks does not hold harmless.

Exhibit B, #12, Page 74 x AssetWorks requests that all assignment rights and obligations be made mutual.
x Approval of requests made by either party pursuant to this provision may not be unreasonably withheld.

Exhibit B, #13, Page 74 – NEW ‐
Additions to Termination
x AssetWorks may cancel Maintenance in the event that the Customer does not implement a mandatory revision within sixty (60) days of receipt Exhibit B -- Page 60
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Provisions thereof or such longer period as AssetWorks may consent to in writing. In the event that Customer does not implement a Mandatory Revision within thirty (30) days following receipt of written notice from AssetWorks of Customer’s failure to implement a Mandatory Revision, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the Customer.
x
Exhibit B, #18, Page 74 AssetWorks warrants its software as defined in the final software license agreement. AssetWorks offers the following limited software warranty:
x The warranty period for AssetWorks’ software shall extend for a period of ninety (90) days from the date of delivery of the software but in no event later than one year from the date of execution of the agreement. x AssetWorks represents that our software will conform to the description contained in the documentation provided or published by AssetWorks but makes no other representations, warranty, or guarantees, express or implied, with respect to the accuracy, completeness, or usefulness of the Software, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event the Software fails to conform to the description contained in the Documentation, AssetWorks’ sole obligation shall be to correct the errors. This limited warranty is lieu of all liabilities or obligations of AssetWorks for damages arising out of or in connection with the delivery, use or performance of the Software.

Addition to Exhibit B –
Limitation of Liability
AssetWorks requires a limitation of liability in all contracts limiting the damages to direct damages only and capping the amount of damages to the amount paid. AssetWorks is not liable for consequential, punitive, exemplary, incidental, indirect or special damages.

Exhibit C, Deductibles and Self‐
Insured Retentions, Page 77
AssetWorks does have deductibles and has no issue with disclosing the amounts. AssetWorks has the means to pay the deductibles. AssetWorks does not agree to purchase coverage with lower deductibles.

Exhibit C, Verification of
Coverage, Page 78
AssetWorks will provide the required certificates of insurance and endorsements but does not provide copies of our full insurance policies as a matter of policy.

Exhibit C, Failure to Maintain
Insurance Coverage, Page 78
Any failure on AssetWorks’ part to maintain the required insurance would be considered a material breach and would be subject to contract terms governing breach or default, including opportunity to cure. AssetWorks does not agree to the City’s right to collect damages or to purchase separate coverage as described in this provision.

Exhibit C, Subcontractors, Page
78 In the event that subcontractors are used, we will ensure that they have adequate insurance coverage. However, as they will also be covered by AssetWorks’ insurance policies, we request that exceptions not be subject to approval by the Risk Manager.

Exhibit D, #5, Page 79 Professional Services fees will be invoiced monthly in arrears or upon completion of milestones, as determined by the applicable Statement of Work.

Exhibit D, #10, Page 80‐81 AssetWorks provides indemnification against third party claims of personal injury, property damage, death or intellectual property infringement arising directly from the acts or omissions of AssetWorks during the performance of the agreement. AssetWorks does not hold harmless.

AssetWorks will defend, at its own expense, any action brought against Customer subject to the indemnification terms of the final contract; provided, Exhibit B -- Page 61
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Packet Pg. 565 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 26 | Page
such defense and payments are conditioned on the following: (1) that AssetWorks shall be promptly notified in writing by Customer following its receipt of any such claim; (2) that AssetWorks shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. Customer may elect to participate in the defense of a claim at its own expense.

Exhibit D, #11.1, Page 81 AssetWorks requests that all assignment rights and obligations be made mutual.

Exhibit D, #14.1, Page 81 Either party shall have the right to terminate the contract if the other party is in default of any obligation hereunder and the defaulting party is provided with thirty (30) calendar days written notice of such default; provided, there shall be no default and no termination if the breach is cured within the notice period or, if the breach cannot reasonably be so cured, diligent efforts to effect such cure are commenced during that period and are continued until the cure is completed, which shall be within a reasonable time.

Exhibit D, #14.2, Page 81 Generally, AssetWorks does not agree to termination for convenience as pricing is based on a set term and we want the Customer to honor the agreement as we will. Additionally, customer commitments are used for planning resources accordingly.

Exhibit D, #18, Page 82 x In the event that the Customer requests records or requires an audit, AssetWorks requests prior notice of at least five (5) business days, and Customer shall bear the cost. Audits will be limited to no more than one (1) per year.
x In the event that an audit discloses an error of 5% or more, AssetWorks agrees to pay for the actual cost of the City’s audit only. We do not agree that this may be computed on the basis of four times the direct payroll of audit staff.

Exhibit D, #19.1, Page 82 All work performed or supplies created by AssetWorks under this contract, whether written documents or data, goods or deliverables of any kind, shall not be deemed work for hire under copyright law and all intellectual property and other laws, and AssetWorks shall retain sole and exclusive ownership to all such work, unless otherwise agreed in writing. AssetWorks grants to Customer a non‐exclusive, perpetual, non‐transferable license to make use of its software on the Customer’s database servers and application servers.

AssetWorks retains title to and ownership of all software and enhancements or modifications thereto, and/or documentation furnished to the Customer.

Exhibit D, #19.2, Page 82 AssetWorks reserves the right to review the City’s reporting requirements.

Additional fees may apply.

Exhibit D, #21.1, Page 82 AssetWorks requests the right to engage sub‐consultants to assist in performing services without prior written consent of Customer; provided, AssetWorks shall supervise such sub‐consultants and the services performed by them to the same extent as if AssetWorks performed the work. As sub‐ consultant fees and rates would not affect the agreed‐upon fees payable by the City to AssetWorks, we request that any reporting requirements about sub‐consultant fees and rates be removed.

Exhibit D, #21.2, Pages 82‐83 Because any agreements between AssetWorks and potential sub consultants would be negotiated documents, we cannot guarantee that our sub‐ consultants would be able to comply with all of the terms that AssetWorks agrees to with the City.

Exhibit D, #24, Page 83 AssetWorks requests that all provisions have a defined term. We suggest three (3) years but are open to discussion with the Customer about an appropriate length of time.

Exhibit B -- Page 62
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Packet Pg. 566 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 27 | Page
Addition to Exhibit D –
Limitation of Liability
AssetWorks requires a limitation of liability in all contracts limiting the damages to direct damages only and capping the amount of damages to the amount paid. AssetWorks is not liable for consequential, punitive, exemplary, incidental, indirect or special damages.

NEW – Hardware and GPS
terms
x For GPS, AssetWorks is proposing a proprietary solution which requires hardware and flow down terms to be incorporated into the agreement.

These terms have been included in the proposal.

NEW – License grant and
maintenance terms
x AssetWorks is proposing a proprietary solution. Accordingly, any final agreement must protect AssetWorks’ intellectual property with license terms. AssetWorks believes more robust terms are required to fully define the parties’ rights and obligations with respect to the entire solution and suggests the use of the AssetWorks’ standard agreements or provisions from them to supplement the Customer Terms, especially with respect to license of software and maintenance services to be provided. x AssetWorks looks forward to the opportunity to comment and contribute to the completion of a mutually agreed contract.

Exhibit B -- Page 63
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Packet Pg. 567 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 28 | Page
Attachments‐ Required Forms Please see the following pages for completed forms.

Exhibit B -- Page 64
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Packet Pg. 568 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Exhibit B -- Page 65
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Packet Pg. 569 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Exhibit B -- Page 66
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 570 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Exhibit B -- Page 67
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 571 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 55 NON-COLLUSION DECLARATION TO ACCOMPANY

PROPOSALS OR BIDS
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }
, being first duly sworn, deposes, and says: that He/She is:

(Insert “Sole Owner,” “A Partner”, “President,” “Secretary,” or other proper title) of
(Insert name of proposer)
Who submits herewith to the City of Santa Monica the attached proposal; that He, She, It, or They is (are) the person(s) whose name(s) is (are) (strike out words not appropriate) signed to the hereto attached proposal; that said proposal is genuine; that the same is not sham or collusive; that all statements of fact therein are true; that such proposal was not made in the interest or on behalf of any person, partnership, company, association, organization or corporation not therein named or disclosed.

Declarant further deposes and says: that the proposer has not directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interests of the public body which is to award the contract or of any other proposer, or anyone else interested in the proposed contract; that the proposer has not in any manner sought by collusion to secure for himself, herself, itself, or themselves, an advantage over any other proposer. (strike out words not appropriate) Declarant further deposes and says that prior to the public opening and recording of proposals the said proposer:
(a) Did not, directly or indirectly, induce or solicit anyone else to submit a false or sham Proposal;
(b) Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said proposer or anyone else would submit a false or sham proposal, or that anyone should refrain from proposing or withdraw his/her proposal;
(c) Did not, in any manner, directly or indirectly, seek by agreement, communication or conference with anyone to raise or fix any overhead, profit or cost element of his, her, its, their price, or of that of anyone else; and
(d) Did not, directly or indirectly, submit his, her, its, or their proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, or to any individual or group of individuals, except to the awarding authority or to any person or persons who have a partnership or other financial interest with said proposal in his, her, its, or their business. (strike out words not appropriate) I declare under penalty of perjury that the foregoing is true and correct.

____________________________ _____________________________ Signature/Date Name of Proposer
John H. Hines III
President
AssetWorks LLC
AssetWorks LLC
04/10/2018
Exhibit B -- Page 68
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Packet Pg. 572 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 56 CITY OF SANTA MONICA

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT,

AND OTHER RESPONSIBILITY MATTERS
This certification must be completed for your proposal to be considered.

The undersigned certifies, to the best of his or her knowledge and belief, that:
1) The Bidder and/or any of its Principals, contractors, subcontractors and sub recipients are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of or voluntarily excluded from participating in contracts by any Federal agency and are not presently on the System for Award Management (SAM) or being considered for the SAM OR ineligible to work on contracts for violations of California Labor Code Sections 1777.1 or 1777.7;

2.) “Principals,” for the purpose of this certification, means officer; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar position). ;

3.) The Bidder also certifies that if awarded a contract it shall provide immediate written notice to the City of Santa Monica if, at any time, the Bidder learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances;

4.) A certification that any of the items in this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Bidder’s responsibility. Failure of the Bidder to furnish a certification or provide such additional information as requested by City of Santa Monica may render the Bidder non-responsive;

5.) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of an Bidder is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings; and

6.) The certification of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Bidder knowingly rendered an erroneous certification, in addition to other remedies available to the City, the City of Santa Monica may terminate the contract resulting from this solicitation for default and pursue any other available legal remedies.

By signing below, I declare under penalties of perjury that the forgoing certifications and assurances, any other statements made by me are true and correct.

Name (printed): _______________________________ Title: ___________________________ Signature: ______________________________________ Date: ____________________ Name of Company: __________________________ RFP No. : ____________ John H. Hines III President
10 April 2018
AssetWorks LLC Fleet Management & Telematics
Exhibit B -- Page 69
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Packet Pg. 573 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 17/18 – July 1, 2017 through June 30, 2018)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $15.87 per hour1 for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions and send the completed, signed Certification to:

City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1717 4th Street, Suite 250
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.

Exhibit B -- Page 70
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Packet Pg. 574 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2017 through June 30, 2018

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $15.87 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE

THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached. (a) ________ contractor is a government agency and is exempt (b) ________ contractor is a City grantee and is exempt (c) ________ contractor is a non-profit corporation and is exempt (d) ________ contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms
(e) ________ contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica’s Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO. Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of California.

Printed Name: ____________________________________Title: _______________________________ Signature: ____________________________________________ Date: __________________________ Contractor: __________________________________________ Bid Number (if applicable):__________ Service Description:
____________________________________________________________________________________ ____________________________________________________________________________________ X
John H. Hines III President
AssetWorks LLC
Providers of enterprise asset maintenance management software solutions 10 April 2018
Exhibit B -- Page 71
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 575 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 58 CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12- month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12-month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12-month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________ None
Lynn Sons Proposal Manager
[email protected] 610-687-9202
Authorized Signator: John H. Hines III, President
10 April 2017
Exhibit B -- Page 72
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 576 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 55 NON-COLLUSION DECLARATION TO ACCOMPANY

PROPOSALS OR BIDS
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }
, being first duly sworn, deposes, and says: that He/She is:
(Insert “Sole Owner,” “A Partner”, “President,” “Secretary,” or other proper title) of
(Insert name of proposer)
Who submits herewith to the City of Santa Monica the attached proposal; that He, She, It, or They is (are) the person(s) whose name(s) is (are) (strike out words not appropriate) signed to the hereto attached proposal; that said proposal is genuine; that the same is not sham or collusive; that all statements of fact therein are true; that such proposal was not made in the interest or on behalf of any person, partnership, company, association, organization or corporation not therein named or disclosed.

5.G.b
Packet Pg. 577 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 29 | Page
Appendix x AssetWorks Statement of Work
& Project Plan
x AssetWorks System Requirements x AssetWorks Post Implementation Support x AssetWorks Data Center Overview x AssetWorks Representative Resumes x AssetWorks FleetFocus Slick x Verizon Networkfleet Slicks x Verizon Networkfleet Warranty Info/Agreements x AssetWorks Standard Agreements Exhibit B -- Page 74
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 578 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

STATEMENT OF WORK
City of Santa Monica
FleetFocus Asset and Maintenance Management Applications May 22, 2019

Exhibit B -- Page 75
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 579 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

STATEMENT OF WORK
PAGE 2
AssetWorks Confidential and Proprietary | May 22, 2019
Contents
Contents................................................................................................................................................................ 2 Introduction........................................................................................................................................................... 3 Project Task Descriptions....................................................................................................................................... 4 WBS A.1.0 Project Management and Planning Services........................................................................................ 4 WBS A.2.0 System Setup Services.......................................................................................................................... 6 WBS A.3.0 Data Conversion Services..................................................................................................................... 7 WBS A.4.0 Technical Services................................................................................................................................ 8 WBS A.5.0 Testing Services..................................................................................................................................11 WBS A.6.0 Training Services ................................................................................................................................12 WBS A.7.0 Production Implementation Services................................................................................................. 16 Preliminary Schedule ........................................................................................................................................... 17 Assumptions........................................................................................................................................................ 18 Exhibit B -- Page 76
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks Confidential and Proprietary | May 22, 2019
Introduction
AssetWorks is pleased to partner with City of Santa Monica (The City) for a successful implementation of the FleetFocus asset and maintenance management application for its Fleet assets. This Statement of Work (SOW) identifies the tasks required for the implementation of the FleetFocus solution. This SOW is based on AssetWorks’ current understanding of the requirements and AssetWorks’ previous experience with similar engagements.

AssetWorks recommends The City use AssetWorks’ expertise and consulting resources to ensure a timely and cost effective implementation. AssetWorks offers a variety of services ranging from workflow re-engineering to general business and technical consulting.

To best facilitate the implementation, AssetWorks urges The City to formally identify a core team of members from each of the critical business groups who will participate in or be affected by the project implementation. This involvement must come from all parties. This core team should be both technically qualified and knowledgeable of their groups’ business practices. These individuals will be responsible for spearheading the system configuration, data mapping, and workflow tasks to ensure a feasible and effective production rollout.

Circumstances may necessitate changes to the tasks and/or time estimates, at which time AssetWorks and The City will discuss these changes in good faith at their earliest opportunity.

Exhibit B -- Page 77
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks Confidential and Proprietary | May 22, 2019
Project Task Descriptions
WBS A.1.0 Project Management and Planning Services
Project kick-off and planning
AssetWorks will facilitate a project kick-off meeting via web conference wherein we will review the project timeline, identify roles and responsibilities and discuss status reporting with The City staff.

AssetWorks recommends The City appoint a core project team for the implementation stage with representatives from all functional or operational areas of The City’s business. This core group must have the authority and charter to make appropriate decisions regarding the implementation. The core group representatives should have complete knowledge and familiarity with The City’s operations and objectives, and will form the majority of the roll-out team later in the project. The City project team will define their roles and responsibilities and establish project standards and controls.

The City will appoint a dedicated Project Manager, Subject Matter Project Leads, and supporting personnel from the designated The City functional and operational areas. The City Project Manager will lead the overall The City project team and be responsible for The City personnel and resources on the project. The Project Leads will be responsible for the configuration and implementation of FleetFocus and for facilitating decisions among the core maintenance group.

Project management and oversight
AssetWorks will provide project management and oversight services to execute the project plan. The AssetWorks project manager will coordinate AssetWorks project activities. AssetWorks will provide the following project management services:
• Serve as the main point of contact for The City Project Manager • Coordinate of project resources and work so that milestones are met in an efficient manner; tasks will be designed so as to minimize implementation time and cost while taking into consideration resource and time constraints such as The City staff availability
• Work with The City to manage risks throughout the project • Present progress to The City Project Manager and/or to The City Project Sponsors (as required) • Attend project related meetings as needed to ensure timely resolution to open issues and action items • Develop project deliverables
• Manage approval/sign-off processes
• Manage action items
• Manage scope control
• Maintain project schedule and scheduled meetings
The AssetWorks Project Manager will ensure that sufficient resources are available to implement the system in accordance with the project requirements. The AssetWorks Project Manager will monitor the project resources to ensure quality delivery of services and that the deliverables are completed in accordance with the project requirements.

Exhibit B -- Page 78
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks will assign a Professional Services Manager to provide additional subject matter expertise, monitor the project resources and budget, and ensure quality delivery of services. The Professional Services Manager is The City’s first escalation point for any issues arising during the project while the Program Manager will provide executive level communication and support.

Deliverable for Project Management Services
• Update to relevant status reports prior to status meetings • Manage action items, issues and risks
• Facilitate bi-weekly status meetings
Exhibit B -- Page 79
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 583 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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WBS A.2.0 System Setup Services
System Set-up Consulting
AssetWorks will lead system setup sessions to complete the coding conventions for equipment numbering, equipment classes, repair codes, PM schedules, PM parameters, PM checklists, and other items. AssetWorks will also review the setup for all the modules being implemented as part of this project.

The City’s preparation for this engagement includes the assimilation and distribution of relevant inventory, purchasing, operations, and maintenance data prior to the meeting. The goal for these meetings is to achieve at least 90% of the standard coding schemes and business practices required for system roll-out.

Finalize data definition and processes
The City will take action items from the System Set-up Consulting sessions to finalize the definition of all relevant FleetFocus data elements and work processes, including maintenance, parts management, procurement, and other job functions. The City’s deliverable for this task is complete documentation of The City’s definitions for all applicable FleetFocus data elements. This deliverable is a critical prerequisite to the development of the training material for the rollout. AssetWorks will work with The City to prepare this documentation.

AssetWorks will work with The City team to configure FleetFocus per the discussed work flow. This configuration will build on the setup defined with The City core team and will focus on specific decisions, such as location options, department settings, etc. The City will perform setup tasks as assigned by AssetWorks.

Configure Modules
AssetWorks will provide an orientation for the following modules:
• Shop Activity
• Notifications
• Enterprise Portal
• Reporting
• AdHoc Query
• Dashboards
• Customer Access
• Motor Pool Reservations
• Billing
• Capital Planning
In addition, AssetWorks will consult with The City to configure the modules to facilitate the workflows for the maintenance and back office functions. Configuration includes:
• Assigning user groups for specific functions
• Initializing notifications to facilitate business processes • Creating custom menus for specific user groups
Exhibit B -- Page 80
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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WBS A.3.0 Data Conversion Services
Batch Processing
AssetWorks will provide a training session for batch processing for The City administrators. A user with a solid understanding of Microsoft Excel will likely be able to grasp this tool and process very quickly. The City staff will use Batch Processing to load its data into FleetFocus.

Assist with Data Loads for Equipment, Parts and 7 Years of Detailed Work Order History The City will extract the agreed-upon data from its current systems. AssetWorks will consult with The City on data “scrubbing” or “cleansing” legacy The City data, but will not be responsible for the final cleansed data. The City will be responsible for populating FleetFocus with approved and “clean” The City data.

AssetWorks will provide Microsoft Excel™ templates to assist in loading data into FleetFocus. The City will convert only the data that maps into FleetFocus. Data that does not map into FleetFocus will not be converted. Further, only data elements that can be entered on a FleetFocus screen are part of this conversion. The City, with assistance from AssetWorks, will use FleetFocus’ batch processing feature to load the data on these screens.

The City will provide the data in the properly formatted spreadsheets (per AssetWorks’ specification) for loading into FleetFocus. AssetWorks makes the following assumptions about the data from The City’s legacy system(s):
• The data files will be text-based flat files with one row of data per asset or per part. • The City will use default values for any data element that FleetFocus requires that is not in the data file.
• The City will provide each test data file and each production data file in exactly the same format. • The City will convert only master equipment records, master part records and 7 years of detailed work order history for active equipment.
• AssetWorks will provide assistance in the form of troubleshooting errors in batch runs and providing direction in the mapping of legacy data elements to FleetFocus fields.

Conversion of Specific Data
AssetWorks and The City will jointly resolve issues arising out of the data translation, including codes (if any) to be changed. AssetWorks will help The City finalize the data mapping and identify the sources for each data element.

The City will be responsible for mapping old codes into new codes (i.e., translating) within the data set to be converted.

Data Conversion Testing and Validation
After AssetWorks and The City have jointly documented the data mapping and data load process, The City will test the results from the data extractions. This process will require involvement from The City Information Technology personnel supporting the existing systems.

Exhibit B -- Page 81
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 585 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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AssetWorks Confidential and Proprietary | May 22, 2019
WBS A.4.0 Technical Services
Interface Development
AssetWorks standard procedures for developing an interface include the following tasks:
• Create a preliminary specification
• City project team reviews the preliminary specification • AssetWorks updates the specification
• City project team provides final approval of the specification • AssetWorks builds and unit tests interface
• AssetWorks and City incorporate interface into the test environment • AssetWorks and City perform integration testing of the interface • City gives acceptance of interface
AssetWorks will provide interface planning services to develop a roadmap for the integration between FleetFocus and City’ other systems, as described below. The project team will discuss and specify the data elements required, the time of the exchange, and the method of data exchange.

AssetWorks and the project team will develop a mutually acceptable plan and schedule for the work to be completed and identify the resources and timeframe required for the efforts. AssetWorks assumes City will involve the appropriate staff to reach consensus and decisions on all interface specifications during the discussion and according to the proposed timeline.

When interfacing to applications such as Enterprise Resource Planning (ERP) systems, AssetWorks makes use of XML (eXtensible Markup Language) data streams. Using XML, external applications access MAXQueue, the FleetFocus integration module, to interact directly with the FleetFocus components in real-time, applying all of the standard FleetFocus business rules and processing logic. This has the same effect on the data as if it was manually keyed into a standard FleetFocus page.

AssetWorks can create an on-demand or scheduled batch interface that uses text files to update or extract records in FleetFocus. When FleetFocus has been interfaced to export data to flat file legacy systems, programs are created that insert rows into the target transaction file. In some cases, intermediary staging tables are used in lieu of file transfers. Using MAXQueue, users can setup recurring schedules to execute individual interfaces. For inbound batch integrations, FleetFocus looks in a standard file directory or to a staging table for incoming data.

When data is found, FleetFocus processes the data through MAXQueue in the same manner as the real-time interfaces. For outbound data, when the interface is executed, AssetWorks extracts the data into either a data file or a staging table.

In general, MAXQueue supports a wide range of communication methods and protocols and the ability for different topic subscribers to use different protocols and processes (example: a real-time purchasing interface connecting to a SOAP (Service Oriented Architecture Protocol) server and pulling down XML documents, side-byside with a batch-driven interface that uses FTP (File Transfer Protocol) to pass a formatted text file). MAXQueue is a separate module from the base application of FleetFocus, allowing it to be installed in a customer's DMZ (if preferred, but not required), allowing communication between internal databases and external vendor systems without compromising network security.

Exhibit B -- Page 82
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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MAXQueue includes a user interface which may allow interfaces to be configured by customers and typically provides the customer with the flexibility to control when and how often interfaces are processed.

When a business event occurs in an AssetWorks product or in the external system, the other product receives pertinent data for further processing, storage, or both. Typically, the data has been completely processed in the initiating product before being passed and it is simply stored in the receiving product for reference purposes.

AssetWorks has is proposing the following interfaces with City’s other enterprise systems. For each of the following scenarios, AssetWorks has provided the proposed work flow or interface. These recommendations are based on our experience, and best practices for maintenance system integration.

AssetWorks is willing to discuss alternative, more (or less) extensive integration options and designs with City to ensure the optimum solution. However, for the basis of this SOW, the following assumptions and designs have been incorporated as the basis for the pricing provided. The project team will define a detailed specification for each interface before any development work begins.

Interface Name Functional Description
Networkfleet AssetWorks will provide services to configure, test and implement the standard Networkfleet GPS integration to
FleetFocus and provide technical and functional support as well as related training. AssetWorks will install and configure the Telematics module to ensure the proper handling of incoming Exhibit B -- Page 83
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 587 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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AssetWorks Confidential and Proprietary | May 22, 2019
Interface Name Functional Description
data from Networkfleet. The Networkfleet integration supports the processing of Odometer, Alert, Diagnostic, and Position data provided by the Networkfleet web service. Assumes training for system administrator, not end users.

Trapeze EAM Fuel Management System
Interface
AssetWorks will provide the services to build an interface to accept and process a flat file from the City’s fuel management system Trapeze EAM. This file will be processed on a timed basis (daily or weekly). The interface will process the relevant data listed below provided by the flat file and validate the required data elements:
- Odometer readings(miles and/or hours
- Vehicle Number (asset number)
- Quantity of Fuel
- Type of Fuel
- Time
- Employee Number
City will provide the services to generate the flat file and store on a shared network drive or FTP site to which the FleetFocus application will have access.

Equipment (Asset) Data to Trapeze EAM AssetWorks will provide services to build an interface to output Fleet Equipment (aka unit or asset) data to the City’s fuel vendor, Trapeze EAM. Data will be limited to the fields available on the Fleet Equipment screen. Fleet Focus will be the system of record for equipment and output details for Trapeze EAM use.

AssetWorks will call a web service or provide an output file with the equipment data. The City is responsible for providing web service connection to Trapeze EAM or for retrieving the file and processing into Trapeze EAM.

Exhibit B -- Page 84
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks Confidential and Proprietary | May 22, 2019
WBS A.5.0 Testing Services
Test Plan
AssetWorks will provide to The City its standard acceptance test plan to ensure the system configuration meets the decisions made during that phase of the project. The test plan will consist of the following functional and data validation test cases:
• Verify the security and access control functions for several User Groups • Add and modify equipment primary information
• Add and modify parts primary information
• Open a repair order and a PM order for an equipment unit • Charge labor to the work orders and verify the charges/credits of hours and costs • Charge inventory parts to the work orders and verify the charges/credits of quantity and cost as well as proper inventory relief
• Charge commercial charges to the work orders and verify the charges of labor and parts • Close the repair and PM orders
• Verify work order charges
• Adjust parts inventory both upward and downward
• Generate a sampling of standard reports and ad hoc queries • Verify a sample of asset master records
• Verify a sample of part master records
The City is responsible for any changes to the standard test plan.

System Test Plan Execution
AssetWorks will support the core team in conducting a test of the FleetFocus system features and to display the converted data in the test environment, according to the above test plan. This test plan will be executed according to the schedule agreed upon by The City and AssetWorks during the project. AssetWorks will provide support for testing remotely.

Exhibit B -- Page 85
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks Confidential and Proprietary | May 22, 2019
WBS A.6.0 Training Services
The training will be role-based and will differ for trainees from the various organizational and functional areas.

Each The City trainee will have the basic skills in the overall use of FleetFocus and strong knowledge of how to use the application in his or her specific job function or area of expertise. The deliverables will not include remedial training for computer skills or any computer-based training.

Training Preparation
AssetWorks will provide its standard training materials and begin scheduling and planning for the training. The City is authorized to tailor the training materials to apply branding and match work flows specific to The City.

AssetWorks training materials assume all users are familiar with a Windows environment; the AssetWorks training will not include any Windows or remedial computer training.

The training will cover work order functions; parts and labor posting functions; and other common features and transactions. The topics and work flows included in the training will be those finalized by The City team during the system setup and follow-up tasks. Any deviations in the defined and agreed upon work flow will cause delays and added costs to the training.

AssetWorks will provide a master electronic version for The City Project Manager. The City will produce and provide copies (across all roles) of the final training materials for use during the training sessions. The City will be authorized to reproduce and use any training materials for ongoing training within The City.

The City Training
AssetWorks will provide System Administrator training for up to ten users (assuming The City’s training facility has a sufficient number of workstations for this training). These trainees will be responsible for supporting the FleetFocus application from a technical perspective. The training will cover the following areas of FleetFocus:
• Application logging and troubleshooting
• Notifications/Dashboard Configuration
• Application Security Settings
• Mobile device hardware and software (if applicable)
• End of Period Processing/Table Management
• User and User Group Maintenance
• Interface troubleshooting
AssetWorks will provide up to 32 hours of system administration and train-the-trainer training in the configured base application and add-on modules for the roll-out of FleetFocus (according to the project plan) for up to ten users per class (assuming The City’s training facility has a sufficient number of workstations for these training sessions). The topics and work flows included in the training will be those finalized by The City team during the system setup and follow-up tasks. However, The City should remain especially sensitive to necessary last-minute procedural changes or clarifications based on end user feedback Technician Training:

Exhibit B -- Page 86
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks Confidential and Proprietary | May 22, 2019
In this course, participants will learn how to use the Technician portal as a maintenance tool to manage tasks they perform on a day-to-basis. In hands-on exercises, participants will practice accessing the system, clocking in and out, viewing work status and assignments, managing individual time reporting, posting time to work order tasks, changing/adding tasks to work orders, requesting parts and completing PM checklists. Topics to be covered will include:
• Technician Portal overview
• clocking In/Out
• View work status and assignments
• Create new work orders
• Work order main page
• Job on and off task
• Modifying tasks
• Add notes to tasks
• Finding existing work orders
• Posting indirect time
• Viewing daily timesheet
• Assigning service requests
• Viewing work order history
• Creating part requests
• Component Warranty
• Understanding the AssetViewer
• Completing PM checklists
• Work order postings
• Put work order in Work Finished status
• Executing reports
Supervisor Training:

In this course, participants will learn how to use the FASuite portals (Work Management, Screens, and Reporting) to manage the daily operations within the maintenance areas. In hands-on exercises, participants will practice creating repair and PM work orders, directing employee assignments, accessing equipment work order history, managing service requests, generating PM schedules and executing reports. Training will cover the areas below and additional areas necessary to answer questions regarding shop operations. Topics to be covered will include:
• Work Management Portal overview
• Employee management
• Work order management
• Filtering in the Work Management Portal
• Work order assignment
• Viewing existing work orders
• Creating PM and repair work orders
• Work order main page
Exhibit B -- Page 87
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 591 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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AssetWorks Confidential and Proprietary | May 22, 2019
• Work order action buttons
• Assigning work to a technician
• Shop Calendar
• Assigning service requests
• Reviewing work order history
• Creating part requests/issues
• Understanding the AssetViewer
• Work order postings (after the fact)
• Posting labor adjustments
• Review and close work orders
• Executing reports
• Web screen navigation
Inventory Management Training
This training is for any individuals who manage parts transactions and inventory management. Topics to be covered will include:
• Enterprise Portal
 System Operation & Navigation
 Using the Filter to Search for Data
 Part Primary
 Part Location
 Vendor/Part Information
• Enterprise Purchasing Workflow
• Enterprise Purchasing codes
• Storekeeper Portal
 Overview
 Part request management
 Part request detail
 Set Notify flag
 Issue parts
 Ordering from part requests
 Purchase order management
 Updating purchase orders
 Creating purchase orders
 Line item overview
 Receiving parts
 Deleting lines on a purchase order
 Returning parts to a vendor
 Creating a new part
 Editing an existing part
 Direct Issues
Exhibit B -- Page 88
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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AssetWorks Confidential and Proprietary | May 22, 2019
• Enterprise Portal
 Stock replenishment
 Part transfers
 Parts adjustments
 Inventory counts
• Executing reports
The City will identify at least one “key user” on each shift to closely support the cutover, particularly after the training concludes. This individual will be responsible for answering initial end user questions and, most importantly, implementing subsequent changes or alterations to the documented procedures. AssetWorks recommends that these “key users” be those that attended the core team training sessions described above.

Exhibit B -- Page 89
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 593 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

STATEMENT OF WORK
PAGE 16
AssetWorks Confidential and Proprietary | May 22, 2019
WBS A.7.0 Production Implementation Services
Production Cut Over
The City will commence live operations using FleetFocus. AssetWorks staff will provide up to 48 hours of go live preparation and on-site and remote “go live” assistance for The City operation. This step is critical to success.

During the post-implementation period, AssetWorks will provide support during normal working hours. When possible and agreed, AssetWorks will provide support to multiple shifts on a given day (e.g., by covering the last four hours of one shift and the first four hours of a second shift).

AssetWorks will remain closely involved during this very sensitive period. AssetWorks will have one resource onsite for the go live week. After the first week AssetWorks will be available remotely on an as-needed basis to answer questions and make sure the cut-over is progressing well. Of course, additional on-site and off-site support is available to The City under a separate Statement of Work.

Exhibit B -- Page 90
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 594 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

STATEMENT OF WORK
PAGE 17
AssetWorks Confidential and Proprietary | May 22, 2019
Preliminary Schedule
AssetWorks proposes the following schedule to accomplish the tasks described below. This schedule is subject to change and dependent upon individual conditions and circumstances encountered during the project. Please see the complete project plan for more detail. AssetWorks will work with The City’s project team during project kickoff to finalize the project schedule, which might extend the timeline below.

AssetWorks resources are scheduled after contract award.

Exhibit B -- Page 91
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 595 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

STATEMENT OF WORK
PAGE 18
AssetWorks Confidential and Proprietary | May 22, 2019
Assumptions
The following general assumptions apply to this proposal:

General
• Professional services will be provided on a Time & Materials basis. All professional services delivered will be invoiced at the beginning of each month following their delivery. • Only those optional modules identified in the accompanying license agreement are to be implemented and are included in this Statement of Work.
• Optional modules purchased after implementation has begun will require a change order or separate statement of work for services related to installation, configuration and training. • Travel expenses will be reimbursed as incurred. Expenses include actual costs for lodging, air and ground travel and per diem rates for meal expenses (corporate rate/government agreement). • This Statement of Work does not include any costs associated with third party vendors or software not already provideed by AssetWorks that may be needed to complete the implementation. • AssetWorks is the author, owner, distributor and sole source provider of fleet management software, professional services and maintenance services for the FleetFocus™ family of products which includes FleetFocus, FA, M5, MCMS, M4 and FleetFocus™. Use of the products is subject to the Software License Agreement.

Project Delays
• When Professional Service days are contracted they are removed from AssetWorks’ capacity and considered sold to the customer, and as a result AssetWorks makes financial plans based upon the revenues it expects to achieve from the full performance of the contract. It is impossible for AssetWorks to know in advance whether or under what circumstances it would be able to resell the service days if the customer does not use them, either as the result of delaying or canceling meetings, tasks or deliverables.

In most instances, when customers do not use the contracted time, AssetWorks is unable to resell those days or services. Even when days or services may be resold, it is costly to re-market the services, and such efforts divert effort to do so. While customer days have been held out of AssetWorks’ capacity planning, AssetWorks may have turned away or delayed the start of other customers in order to meet AssetWorks’ commitment to the customer. For these reasons, AssetWorks and the customer agree that in the event of delay or cancellation of scheduled project tasks and meetings at the customer’s request within two weeks of execution, AssetWorks shall be due compensation equal to the contracted amount to deliver the services cancelled including any travel expenses incurred in preparation for the delayed or cancelled services.

Customer Resources
• The City will provide the resources described in this Statement of Work to insure a successful implementation of the products.
• The City will appoint a single point of contact for the duration of the project. This person should have project management responsibilities and decision-making authority. This person will be the focal point of contact for AssetWorks’ Customer Support department.
• All key The City project team resources will be committed to the project as of the project start date. • The City commits to training appropriate functional and technical resources as required. • The City is responsible for all manual data entry.
• The City will have all of the necessary and appropriate personnel at all of the meetings for the purpose of defining the requirements of the system. If additional meetings are required to repeat discussions due to the unavailabilty of The City resources, additional cost will be invoiced.

Exhibit B -- Page 92
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 596 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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PAGE 19
AssetWorks Confidential and Proprietary | May 22, 2019
• AssetWorks will provide on-site training to The City (as outlined above) in a classroom environment suitable for training. AssetWorks recommends class size to not exceed 10 users to insure proper attention can be given to individual users and maintain the needed pace to ensure training sessions are completed in a timely manner consistent with the training schedule. • The City will be responsible for preparing the training facility. The training facility should include hardware comparable to that found in the actual work place. Some end-user training can take directly in the storerooms or on the shop
• All training sessions will be based on standard application training materials. The City will be responsible for customizing training materials to meet its implementation requirements. • The City will make appropriate technical resources available to AssetWorks’ consultants. • In the event that The City schedules on-site services and due to circumstances within The City’s control AssetWorks’ scheduled personnel are unable to perform such services, AssetWorks will be entitled to payment for each such scheduled personnel on the basis of an 8-hour day. • AssetWorks will need assistance from The City to coordinate training and roll-out schedules, communications with field personnel and setting up training sites.

Infrastructure
• The City will provide a project work area and infrastructure at the centralized implementation location appropriate for the size of the combined The City/AssetWorks project team. This infrastructure should include desks, chairs, telephones, and workstations with network access to printers and to the applications and implementation databases.
• AssetWorks’ consulting estimates do not include installation and/or configuration of any computer hardware and peripheral equipment.
• The City will be responsible for installing and configuring computer hardware and peripheral equipment such as printers and bar code equipment (if applicable). • If The City hosts the application, The City will be responsible for establishing access to the FleetFocus™ Application, and DBMS servers, providing all supporting software, hardware, and connectivity for the application server.
• The Web server must use Microsoft IIS.
• Acquisition, installation, testing, support, and tuning of any additional required application software, hardware, RDBMS, other software, peripherals and communications infrastructure will be the responsibility of The City if The City is hosting the application. • The City will verify that the hardware environment is installed, configured and operating over the network before scheduling the Software Installation if The City is hositng the application. • The City is responsible for providing browser access to the FleetFocus™ application. • The City is responsible for providing and maintaining TCP/IP connectivity with sufficient bandwidth from all user workstations to the FleetFocus™ servers.
• System, server, and workstation backups are the responsibility of The City. This includes the development and execution of the system backups and recovery programs if The City is hosting the application. • The City is permitted to implement a disaster-recovery environment, however unless specifically included in this proposed Statement of Work, AssetWorks is not responsible for the installation, configuration or support of this environment if The City is hosting the application. • The City will receive all standard, out-of-the-box reports at no extra cost; however The City is responsible for providing the recommended Business Objects licenses to support the proposed Report Server infrastructure. A single test and production reporting environment will be implemented. • The City will implement a single production FleetFocus™ database. A test database instance will also be implemented.
• The City will implement this solution such that all assets will be in a single production FleetFocus™ database.

Exhibit B -- Page 93
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 597 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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PAGE 20
AssetWorks Confidential and Proprietary | May 22, 2019
• The City personnel assume the responsibility for applying software patches if The City is hosting the application.
• The following information technology services are not included in this Statement of Work: network connections; telecommunications network(s); operating system, network and database administration; disaster recovery planning; the acquisition, installation, testing and tuning of any required hardware, operating software, peripherals and communications infrastructure. • If The City elects to have AssetWorks host the application or licenses the FleetFocus™ On-Demand SaaS service, the Software Installation phase and NHDO technical support described in this proposed Statement of Work are no longer required. A separate start-up fee will be invoiced following the contract execution for the installation of The City’s AssetWorks hosted site.

Project Management and Risk Factors
• The City and AssetWorks will agree on scope, services, and deliverables for optional modules and services prior to the Notice to Proceed.
• The City project manager will be responsible for obtaining any required authorizations, approvals and/or signoffs by The City related to project deliverables and project progression in a timeframe in alignment with the project work plan. Delays to this process as well as any The City tasks not completed within the work plan timeframe will be subject to the Change Order Management process, delayed deadlines, and increased services fees.
• This Statement of Work does not include the expenses associated with The City or The City resources assigned to the project.
• The City remains responsible for all integration effort not described in this Statement of Work • The project schedule is contingent upon the timely attainment of several external milestones that are outside the control of AssetWorks. Examples include but are not limited to the acquisition of the requisite software licenses and hardware and the approval of requisite capital appropriation requests as required. • Circumstances may necessitate changes to the tasks and/or time estimates, at which time AssetWorks and The City will discuss these changes in good faith at their earliest opportunity. • This proposed Statement of Work includes implementation support for only those optional modules, interfaces, and modifications listed in the task list. Any change to the proposed Statement of Work, particularly the implementation services, data conversion, interfaces, and application modifications, will be documented and follow the same procedures for new enhancements or change orders. • This Statement of Work includes services to determine The City’s requirements and preparing the development specifications and quotes for only those development items identified in this Statement of Work. Any requirement analysis and specification work for additional items not identified in this Statement of Work would be done on a time and materials basis.

Technical Services / Interfaces
• All technical services will be performed remotely using web teleconferencing, unless otherwise noted. • Non-production and production is required to be on a generally available (GA) release and the supported version(s) per assumptions noted above for custom deliverable(s). • City may be required to upgrade, if FleetFocus business logic changes in future releases that impacts the dependencies for the custom deliverable(s).
• If non-hosted City is responsible for maintaining AssetWorks’ recommended server architecture requirements for optimal system performance.
• City is responsible for coordinating and sending requested sample data files, web services schemas, coordinating FTP file transfers and any other technical information and/or files requested by AssetWorks for functional and technical specification(s) creation, development and/or quality assurance purposes.

Exhibit B -- Page 94
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 598 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

STATEMENT OF WORK
PAGE 21
AssetWorks Confidential and Proprietary | May 22, 2019
• In order for AssetWorks to begin development, an approved custom deliverable specification(s) with data mapping to the FleetFocus database must be reviewed, approved and signed by the City; this includes any iterations after the initial approval.
• Approval of all functional and technical specifications are required by the City within 30 days of delivery by AssetWorks.
• Signed functional and technical specification(s) take precedence on all design and development. • If a City’s internal systems (i.e. ERP) require any additional analysis, configuration and/or development to support the proposed custom deliverable(s), AssetWorks assumes the City will provide internal resources to immediately resolve any work and/or process resolution needed to support the agreed upon project timeline. If AssetWorks is required to assist, a change order will be necessary. • City will make appropriate technical resources available to AssetWorks’ consultants. • City will have all of the necessary and appropriate personnel at meetings for the purpose of defining the requirements of the system.
• City will appoint a single point of contact for the duration of the project. This person should have project management responsibilities and decision-making authority. This person will be the focal point of contact for AssetWorks’ Professional Services and City Support team. • Testing is the City’s responsibility and expected to be completed within 30 days of delivery of the custom deliverable(s) by AssetWorks, unless otherwise noted. If the custom deliverable(s) are a product enhancement, the City will be required to complete testing in the first available version containing the product enhancement, including an early delivery release if made available. • AssetWorks assumes City utilizes an internal system administrator to maintain all aspects of FleetFocus configuration, user training and system administrator duties as required to support this custom deliverable(s).
• City will be responsible for working with the AssetWorks’ Professional Services and City Support teams to move the custom deliverable(s) into a production environment. • If this order is abandoned/paused by the City for any reason mid-effort, the City will be billed for all of AssetWorks time incurred at the current contracted labor rate.

Logistical and Scheduling Support
AssetWorks will need assistance from The City to coordinate training and roll-out schedules, communications with field personnel and setting up training sites.

Procedures for Handling Change Orders
Any change to the proposed statement of work, particularly the implementation services, data conversion, interfaces, and application modifications, will be documented and agreed upon by AssetWorks and the City.

Confidentiality
This proposed Statement of Work (SOW) contains CONFIDENTIAL INFORMATION of AssetWorks LLC. In consideration of the receipt of this document, The City agrees to not reproduce or disclose this information except to The City employees directly involved on a “Need to Know” basis.

Exhibit B -- Page 95
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 599 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First ID WBS Task Name Duration
1 A City of Santa Monica FleetFocus Implementation 150 days 2 A.1 Project Management Services 150 days3 A.1.1 Contract negotiations complete 0 days 4 A.1.2 Prepare for and Conduct Remote Project Kick-off Meeting
5 days
5 A.1.3 Project Management and Status Reporting 125 days 6 A.2 System Setup Services 55 days
7 A.2.1 Provide system set-up consulting 10 days
8 A.2.2 Finalize data elements, coding, and work flow 25 days9 A.2.3 Configure modules 10 days 10 A.2.4 Capital Planning Module Implementation Services 20 days11 A.3 Data Conversion Services 25 days 12 A.3.1 Batch process training 5 days
13 A.3.2 Load equipment master records 10 days
14 A.3.3 Load part master records 10 days15 A.3.4 Load 7 years detailed work order history 10 days16 A.4 Technical Services 55 days 17 A.4.1 Configure and test Networkfleet integration 5 days 18 A.4.2 Fuel Transactions Interface Trapeze EAM to FA 45 days 19 A.4.2.1 Finalize technical specification 10 days
20 A.4.2.2 Checkpoint - Approve interface specification 0 days 21 A.4.2.3 Build interface 25 days
22 A.4.2.4 Conduct unit test of interface 5 days
M-1 M1 M2 M3 M4 M5 M6 M7 M8
FleetFocus Implementation
City of Santa Monica AssetWorks Project Plan 20190522 Hosted Page 1 Exhibit B -- Page 96 DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA 5.G.b Packet Pg. 600
Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement ID WBS Task Name Duration
23 A.4.2.5 Install and conduct integrated test 5 days
24 A.4.3 Interface Equipment (Asset) Data FA to Trapeze 40 days 25 A.4.3.1 Finalize technical specification 5 days
26 A.4.3.2 Checkpoint - Approve interface specification 0 days27 A.4.3.3 Build interface 25 days 28 A.4.3.4 Conduct unit test of interface 5 days
29 A.4.3.5 Install and conduct integrated test 5 days30 A.5 Testing Services 10 days 31 A.5.1 Provide Standard Test Plan 5 days
32 A.5.2 Support Test Plan Execution 5 days33 A.6 Training Services 15 days 34 A.6.1 Provide Standard Training Materials 0 days
35 A.6.2 Prepare for Training 5 days36 A.6.3 Provide training to system administrators 5 days37 A.6.4 Provide train-the-trainer training 5 days38 A.7 Production Roll-Out Services 10 days 39 A.7.1 Prepare for cut-over 1 day
40 A.7.2 Commence Live Operations 0 days
41 A.7.3 Provide post-implementation support 9 days42 A.8 Travel 125 days 43 A.8.1 Travel and expenses 125 days
M-1 M1 M2 M3 M4 M5 M6 M7 M8
FleetFocus Implementation
City of Santa Monica AssetWorks Project Plan 20190522 Hosted Page 2 Exhibit B -- Page 97 DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA 5.G.b Packet Pg. 601
Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement FASuite™
System Requirements and Compatibility
Version 17.x

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Software Compatibility
Supported Databases
Oracle 10g
R2
Oracle 11g
R1 / R2
Oracle 12c MSSQL
2005
MSSQL
2008
MSSQL
2012
MSSQL
2014
MSSQL
2016

14.0.x x x x x x x

15.0.x x x x x

16.0.x x x x x x

17.0.x x x x x x x
Database Tier Network Protocol Support
All network protocols supported by Oracle SQL *Net and/or MSSQL Database Tier Operating System Support
Any OS supported by Oracle or MS SQL Server * except Novell Netware Exhibit B -- Page 98
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 602 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Compatibility

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Version 17.x
Supported Application Servers
Application Servers
32-bit
Windows
2003
32-bit
Windows
2008
64-bit
Windows
2008 R2
64-bit
Windows
2012 / 2012
R2
64-bit
Windows
2016

14.0.x x x x x *

15.0.x x x x

16.0.x x x x

17.0.x x x x x
HTTP Servers
Microsoft
IIS 6.x
Microsoft
IIS 7
Microsoft
IIS 7.5
Microsoft
IIS 8
Microsoft
IIS 8.5
Microsoft
IIS 10

14.0.x x x x x x *

15.0.x x x x x

16.0.x x x x x

17.0.x x x x x x
Application Tier Network Protocol Support
All network protocols supported by Oracle SQL *Net and/or MSSQL * Windows Server 2012 R2 and Microsoft IIS 8.5 are supported for 14.0.x versions: 14.0.5 and forward only.

Exhibit B -- Page 99
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Version 17.x
Supported Operating Systems & Browsers
Operating Systems
Supported for use of Graphical User Interface (GUI)
32-bit Windows XP 32-bit / 64-bit
Windows 7
64-bit Windows 8.1 64-bit Windows 10

14.0.x x x x x *

15.0.x x x x

16.0.x x x x

17.0.x x x x
Graphical User Interface Network Protocol Support
All network protocols supporting TCP/IP
Browser Versions
Supported for use of Web Modules
Desktop Operating Systems Tablet Operating Systems
IE 7 IE 8 IE 9 /
10 IE 11 Edge Chrome Firefox IE 10 IE 11 Chrome Safari

14.0.x x x x x * x x

15.0.x x x x x x x x x ** x **

16.0.x x x x x x x x x x

17.0.x x x x x x x x
Primary certifications performed in Windows-based desktop operating system environments.

Other supported operating systems or platforms may have specific limitations per-device based on hardware or software.

Internet Explorer compatibility mode is not supported.
* IE 11 is certified for 14.0.2 and forward only.
** Safari and Chrome are certified for 15.0.7 and forward only. Safari is only supported on iOS Tablet devices.

Exhibit B -- Page 100
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
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Version 17.x
Supported Single Sign-On Methods
Integrated
Windows
Authentication
Central
Authentication
Service (CAS)
CA Site Minder Active Directory
Federation
Services (ADFS)
Shibboleth Azure Active
Directory
(Azure AD)

14.0.x x x

15.0.x x x x

16.0.x x x x x x

17.0.x x x x x x x
Python
Python scripts are supported in a 32-bit installation of the software, and will not work if using the 64-bit application option available when installing. For anyone using Python scripts within the application, the application must be installed in 32-bit.

For more information on installing the 32- or 64-bit application, refer to the Application Installation – Installing and Enabling Access.

Fuel Focus ICU Software
x 17.x, 16.x, 15.x, and 14.x are certified against Windows XP and Windows 7 ICU software

5.16.011 and 5.16.013.

ICU software 5.13.x is currently still supported, though new features released in versions

15.0.x or higher are not compatible with this version of the ICU software.

Reporting Servers
x Crystal Reports 2013 - Supported in versions 15.0.x forward x Crystal Reports 2008 SP4 - Supported in versions 12.0.x – 14.0.x Exhibit B -- Page 101
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 605 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Hardware Requirements

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Version 17.x
Hardware Requirements
Server Specifications
The following tables highlight the server hardware specifications for a standard small, medium or large operation.

The size of your operation is based on the number of concurrent users, number of active assets, and other variables specific to your organization. The sizes defined below are based on active assets. For a specific sizing evaluation, contact a company representative familiar with your configuration.

Hardware Requirements – Small Operation
1 – 700 active assets
CPU Cores RAM Storage Space Network Card
Application/Web Server 2.4GHz Dual 4GB 100GB 100BaseT
Reporting Server
Integration Server
*The Application/Web, Reporting and, in some cases, the Integration Server are often combined onto one machine for smaller operations.

Database Server 2.4GHz Quad 16GB 100GB 100BaseT
Hardware Requirements – Medium Operation
700 – 2000 active assets
CPU Cores RAM Storage Space Network Card
Application/Web Server 2.4GHz Dual 4GB 100GB 100BaseT
Reporting Server 2.4GHz Dual 2GB 50GB 100BaseT
Integration Server 2.4GHz Dual 4GB 100GB 100BaseT
Database Server 2.4GHz Quad 16GB 100GB 100BaseT
Exhibit B -- Page 102
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 606 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Hardware Requirements

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Version 17.x
Hardware Requirements – Large Operation
2000+ active assets
CPU Cores RAM Storage Space Network Card
Application/Web Server 2.4GHz Quad 8GB 100GB 100BaseT
Reporting Server 2.4GHz Dual 4GB 50GB 100BaseT
Integration Server 2.4GHz Dual 4GB 100GB 100BaseT
Database Server 2.4GHz Quad 16GB 100GB 100BaseT
Hardware
Workstation Recommendations
x 8 GB RAM
x 25 GB available hard disk space
x Mouse and Keyboard
x Minimum 17" Monitor
x 10/100/1000 Ethernet NIC
Laser Wedge Scanners
x PCS QS6000, Models 2100, 8100, 9100, A100;
x PS/2, AT and USB
Label Printers
x Intermec printers supporting the IPL programming language. x All Zebra printers supporting the ZPL and EPL programming languages Exhibit B -- Page 103
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 607 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First End of Customer Support Notices

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Version 17.x
End of Customer Support Notices
End of Support Date Software Version
June 30, 2006 FleetFocus 5.3 and earlier (Including Fleet Management and FleetAnywhere, RailFocus, EquipmentFocus, LinearFocus)
InfoCenter 1.2.x and earlier
Jan. 31, 2008 MobileFocus 3.x
June 30, 2008 MobileFocus 4.x
Dec. 31,2008 App 5.4.x – 5.6.x
InfoCenter 1.4.x and earlier
June 30, 2010 App 5.7.x
Dec. 31, 2010 FASuite 5.8.x (App 5.8.x and InfoCenter 1.5.x) Dec. 31,2011 FASuite 6.0.x (App 6.0.x and InfoCenter 1.6.x) MobileFocus 5.3
Dec. 31, 2012 FASuite 6.1.x (App 6.1.x and InfoCenter 1.7.x) June 30, 2013 FASuite 6.2.x (App 6.2.x and InfoCenter 1.8.x) Dec. 31, 2013 FASuite 6.3.x (App 6.3.x and InfoCenter 1.9.x) MobileFocus 5.4
Dec. 31, 2014 FASuite 6.4.x (App 6.4.x and InfoCenter 2.0.x) June 30, 2015 FASuite 12.0.x
Dec. 31, 2015 FASuite 12.1.x
June 30, 2016 FASuite 13.0.x
Dec. 31, 2016 FASuite 13.1.x
Dec. 31, 2017 FASuite 14.0.x
Dec. 31, 2018 FASuite 15.0.x
June 30, 2019 FASuite 16.0.x
June 30, 2020 FASuite 17.0.x
Exhibit B -- Page 104
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 608 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First End of Customer Support Notices

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Version 17.x
Product No Longer Supported in Version:

Windows 2000 Server
Oracle 8.1.5+
Oracle 9.x
MSSQL 2000
FASuite 6.3 and greater
Crystal Reports XI FASuite 6.4 and greater
Internet Explorer 6
MobileFocus 5.4
FASuite 12.0 and greater
Windows XP
Windows Server 2003
Oracle 10g R2
MSSQL 2005
Internet Explorer 7
Crystal Reports 2008
800x600 GUI Resolution
FASuite 15.0 and greater
Internet Explorer 8
Vista
FASuite 16.0 and greater
Internet Explorer 9
Internet Explorer 10
FASuite 17.0 and greater
Exhibit B -- Page 105
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 609 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First www.assetworks.com
The following services are available to all customers current on maintenance:

The AssetWorks Support Center is staffed by regular, fulltime employees of AssetWorks. Access to the Support Center is not limited or ‘tiered’ and all customers have unlimited access to both technical and application support personnel. AssetWorks does NOT outsource its support.

Post Implementation Support
Telephone Support
AssetWorks provides customer support service center fully staffed from 5:00 AM PST to 5:30 PM PST Monday through Friday. When a call is placed to the Client Services group, a representative will receive and own the ticket for the life of the item. The main office supporting the AssetWorks FASuite product line is:

AssetWorks LLC
16201 East Indiana, Suite 2900
Spokane Valley, WA 99216
Tel: 1‐800‐900‐8152 (Support Center)
Weekend and After Hours
Weekend and after‐hours calls will be routed to an answering service and then on to the Client Services staff. The “on‐call” representative will respond to priority 1 (down system) items during these hours.

AssetWorks uses its online interactive problem management system to log and track all customer‐ reported support requests.

AssetWorks offers four levels of response to all customers seeking support.

Level‐0 Support
This is where your call is first handled. Our friendly and committed staff of support coordinators will record your request using our call tracking software. Your call will then be routed to the appropriate support staff member.

Level‐1 Support
This is the service provided for initial support requests. Our Level‐1 Client Service Specialists (CSSs) provide problem determination assistance, analysis and resolution, as well as preventive and corrective service information.

Level‐2 Support
This is engaged by Level‐1 for in depth analysis of complex problems. Our Level‐2 CSSs are trained to analyze, troubleshoot, and reproduce errors, and solve complex technical issues.

Level‐3 Development
This is engaged if a problem is identified in AssetWorks product code, or if there is a request for new functionality that is not in the existing product. Level‐3 Development Engineers are responsible for analyzing code problems and developing fixes for complex technical problems.

Exhibit B -- Page 106
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AssetWorks Priority Levels and Communication Methods
Responses to customer requests and usage questions are prioritized according to priority levels. Your call will be analyzed and prioritized to ensure that the support staff responds according to your individual business requirements.

Priority 1 (Down Production System)
This type of problem is considered the most critical, under any circumstances. These calls are handled immediately and all appropriate Managers and Level 2 resources are notified via phone or pager.

Customer contact is maintained until AssetWorks and the customer reach a viable resolution. If a Priority 1 problem takes place outside normal business hours, an "on call" Client Service Specialist is alerted to address the Priority 1 problem after hours. The primary goal is to get the production system back on‐line as soon as possible.

Priority 2 (Critical Business Process Function Unavailable) A problem is defined as Priority 2 when the software in a production environment is operational with functional limitations or restrictions to key portions of the system.

Priority 3 (Normal Priority)
Priority 3 problems make up 95% of all calls to Customer Support. Priority 3 issues cover topics such as CD requests, general advice, annoyances, non‐business critical defects, and "how to" questions.

Priority 4 (Enhancements & Documentation)
Priority 4 issues are addressed if there is a request for new functionality that is not in the existing product. These requests are forwarded to the Product Review Board. Priority 4 issues include documentation errors etc. Such errors are normally corrected in the next maintenance release of the product.

Customer Support Escalations
AssetWorks Customer Support is very committed to achieving high satisfaction ratings from our customers. However, we realize that occasionally our customers have support issues that need to be escalated to AssetWorks Management.

Escalation Path
When should you use the AssetWorks Product Support Escalation Path? • When a Priority 1 issue is not being addressed immediately • When difficulties are encountered in obtaining account status • When standard processes are not satisfactory
Process: Ask the Client Service Specialist handling your ticket to notify a Senior Client Service Representative. The CSS will note the information in the ticket and ask the Senior Representative to follow up. If the Senior Client Services Representative is unable to resolve the issue in a timely fashion, the item will be escalated to the Department Director and then to the Vice President.

Research & Development Issues:

If a reported incident is determined to be a product defect, the Client Service Specialist (CSS) will escalate the ticket to the appropriate Research and Development Team. The CSS will update the customer regarding the Development and QA process. If a reported incident is determined to be an enhancement request, the CSS will forward the request to the AssetWorks Product Review Board. The Review Board will review submitted business and technical justification, determine an impact assessment, and decide whether to include in future development plans. The CSS will update the customer regarding the solution.

Exhibit B -- Page 107
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Web Site Support
The FleetFocus Support site (https://community.assetworks.com) offers documentation, patches, known issues, ability to enter service requests, enhancement requests, to vote on enhancements, download upgrades and patches, FAQs and a customer list‐serve forum.

Access the latest
Help Guides and
Webinars…
Exhibit B -- Page 108
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Get the latest
software updates and
downloads…
Register for Webinars
or watch archived
previous sessions
Resolve problems
quickly and easily
using online service
tickets…
Exhibit B -- Page 109
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Packet Pg. 613 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First www.assetworks.com
AssetWorks Academy:

To benefit our valued client‐partners, AssetWorks hosts AssetWorks Academy‐‐‐an annual, invitation‐ only event for all current customers. We provide courses and training on all AssetWorks products, including breakout groups and industry round tables where participants can exchange ideas and work toward solutions to shared challenges. We also invite a number of vendor partners to participate and showcase additional products that may be helpful for our customers.

New Releases and Patches:

Because of our diverse customer base, we have developed important reciprocal relationships with our customers that drive how the application is developed and the direction it takes. With that philosophy in mind, AssetWorks has employed a strategy of ‘customer‐equality’. As the leading provider of enterprise asset management software for both the public and private sectors, AssetWorks is in the enviable position of claiming some of the nation’s largest organizations as customers. But as a way to confirm our commitment to all of our customers, regardless of size or budget, AssetWorks offers all enhancements and modifications to the base system to all customers. We want all customers to benefit as a group from the development efforts sponsored by others. New enhancements and features made to the base system are optionally available to all customers at the time of release by the use of module flags and application controls. Customers are given the option of utilizing the new feature or not.

Additionally, those enhancements not specifically sponsored by a customer, but deemed to be beneficial to the overall mission of the application, are compiled into a list and voted on by the entire User Community during the respective Annual User Conferences. A selection of those features or enhancements receiving the most votes, are developed “gratis” by AssetWorks and offered as part of the general release. We believe this strategy offers the best value to our customers and reinforces our commitment to the asset management industry sector.

There is typically one scheduled major release a year and intermittent ‘patch’ or fix releases. Customers are always given advance notification of all releases. All customers who are current on maintenance may access the releases and patches. AssetWorks recognizes the hurtles some organizations face when upgrading a production application and are sensitive to keeping upgrades to a minimum and making those upgrades as easy as possible. AssetWorks has developed an InstallShield based upgrade application that automates most of the process. Additionally, because of the web architecture the upgrade need only be applied once to the production environment and does not need to be rolled out to individual user machines. With this approach it is possible that an upgrade can be applied and operationally deployed in less than a half a day.

Exhibit B -- Page 110
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Benefits of Using the AssetWorks Data Center
AssetWorks has over 15 years of experience managing the hardware, operating system, database management system, and application environments required for the development, testing, training, and production support of its client server and web-based applications.

In 1997, AssetWorks became the first in the Enterprise Asset Management (EAM) industry to offer hosting services as an Application Service Provider (ASP). AssetWorks provides hosting services for our entire suite of EAM applications, including AssetWorks EAM, FleetFocus, FacilityFocus/AiM, and AssetMAXX. As a testament to our many years of service, AssetWorks can claim both private and public sector organizations as satisfied customers, including the Department of Homeland Security.

Why You Need Hosted Services:
Eliminates the initial outlay of capital for hardware, database, and operating system software Improves the level of application support AssetWorks can provide for your implementation Minimizes the cost to train and retain highly-skilled technical staff Removes the responsibility for ongoing application support and maintenance from your IT staff Allows you to budget for a predictable cash flow for IT expenditures AssetWorks employs database and IT infrastructure subject matter experts, who manage our server and network as well as provide performance monitoring and tuning services for the application and database servers. Moreover, our team supports these enterprise systems using best practices in system management controls for critical aspects of IT support, such as capacity management, change management, performance management, and problem management.

Security for our customers and their data is of paramount importance to us. We have established extensive policies and methodologies for system security, including, but not limited to, restricted physical access to all hardware, multiple sets of firewalls, proxies, authenticated VPN sessions, and active change-control processes.

AssetWorks has proven expertise in providing strategy and execution of single and multiple server environments based on our extensive IT experience. Our data center staff manages multiple upgrade, development, and production environments for more than 55 diverse organizations, including both small and large enterprise customers. Our hosting experience extends from small local governments with fewer than 300 vehicle equipment units to enterprise-wide implementations with more than 40,000 vehicles and 1,500 users.

AssetWorks has garnered this high level of trust from our customers because of both our experience and professionalism and our comprehensive Security Management and Disaster Recovery Plan. Since September 2006, the AssetWorks Data Center in Wayne, Pennsylvania has maintained SSAE16-SOC 2 certification status by the independent auditing firm of Lurie Besikof Lapidus, LLP. The SSAE16-SOC 2 is an auditing standard enables independent auditors to evaluate and issue an opinion on a service organization's controls. The audit report (i.e. the service auditor's report) contains the auditor's opinion, a description of the controls placed in operation, and a description of the auditor's tests of operating effectiveness. In the case of the AssetWorks Data Center, the organizational controls, application development, maintenance controls, logical security, access controls, data-processing controls, and Exhibit B -- Page 111
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business-continuity controls all were found to meet or exceed standards. The standards are set forth by the Information Systems Audit and Control Association (ISACA) and approved by the Public Company Accounting Oversight Board (PCAOB).

Additionally, the AssetWorks Data Center, specifically the controls exhibited and enforced on the ASP (Application Service Provider) environment, has been granted the designation Authorized to Operate (ATO) as a system housing CUI (Controlled Unclassified Information) data based on the DOJ assessment using NIST 800-53 guidelines for FISMA (Federal Information Standards Management Agency). This independent audit and subsequent designation was conducted by the Department of Justice (DOJ) at the request of the Department of Homeland Security (DHS), a current AssetWorks ASP customer. These certifications ensure that AssetWorks has in place all policies and procedures to make your data safe.

We operate our Data Center in the highest standards demanded by our customers including:
Secured Data Center with 24/7 environmental monitoring and fire suppression Uninterrupted power supply & dedicated generator
Off-site, back-up storage facility of daily media
Security monitoring
Tiered firewalls and data encryption
Dedicated hardware and networks
Optional remote mirrored-cloud server for immediate access in the event of disaster at the Wayne Data Center
The following figure illustrates the breadth of our experience with major operating systems and hardware platforms:

Exhibit B -- Page 112
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AssetWorks has developed Service Level Agreements specific to the hosting of application suites. Each Service Level Agreement starts with a baseline agreement that is customized to meet the needs and requirements of each customer. AssetWorks provides regular benchmarks and metrics to its hosted customers regarding application and network performance.

As part of its standard hosting services, AssetWorks will maintain the database and application servers as well as the network infrastructure required for operation and connectivity to the Internet (or customer Intranet, if applicable). AssetWorks will provide the server operating system and RDBMS licenses, including maintenance for those systems in addition to back-office maintenance and support of server hardware. This includes database back-ups (including off-site storage) and disaster preparedness tasks (including recovery training and testing).

Sample Hosted Services Implementations
State of Texas DOT: The State manages over 20,000 assets across the largest state in the continental US.

The State uses an Oracle database running on a UNIX server and connects to it using the Internet and a State-specified VPN protocol. The State also utilizes AssetWorks FuelFocus for automated fueling, KeyValet for unmanned motor pool, and Verizon Networkfleet for GPS/AVL and telematics.

Greyhound Lines, Inc.: Greyhound began using our hosting services in 2000 to help manage the maintenance of its 2,400 buses. Greyhound is one of our largest customers and requires 24x7 availability of the system. The company has dedicated T1 access to the Data Center and has completely integrated its fleet management system with other enterprise systems.

Air Canada: Servicing an air fleet of more than 230 in 27 maintenance locations throughout Canada, the Ground Services Division of Air Canada has been a hosted customer with AssetWorks since 2003, using the FleetFocus web application. AssetWorks provides full ASP services to Air Canada housing various instances of their database, including a special reporting database that provides all access over the Internet in a secure environment. Air Canada runs 24/7 maintenance shops that require continuous access made possible through a dedicated Internet high-speed line.

The Department of Homeland Security (DHS): The DHS is a consolidation of 22 government agencies, including Border Patrol, U.S. Customs, INS, and the TSA. AssetWorks is proud to be entrusted with the task of working as an Application Service Provider for DHS, which utilizes the fully web-enabled FleetFocus product and employs additional security features available within the application for its fleet maintenance and management. Additionally, AssetWorks provides a dedicated server and T3 line as well as numerous security and firewall redundancies to ensure the integrity of this sensitive data.

Exhibit B -- Page 113
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Recovery Response Plan
The AssetWorks Data Center Disaster Recovery (DR) Response Plan offers three levels of service to our customers.

Level One Disaster Recovery:

Level One DR is included as a contractual obligation to all Hosted/SaaS customers current on maintenance. Level One DR includes a full digital copy of customer data, which is delivered to the customer within three (3) days of an incident. The restoration of the data from its recovery state is the responsibility of the customer.

Description of this service is as follows:
AssetWorks contracts with an off-site, secure facility to store the latest daily RMAN database backup files and file attachments.
The latest off-site database archives are transferred from the AssetWorks Data Center to a configured Disaster Recovery Site (DRS).
In the event of an incident, each customer's latest RMAN, off-site archive and export files will be tarred and gzipped into a single file and placed on a Secure FTP site. Customers will be provided a username and password, granting access to their specific file Customers may install EAM and also restore the RMAN backup on customer-provided servers.

The database must be restored to the same version of the Operating System and Oracle. software used in the AssetWorks Data Center. The database can subsequently be exported and the export file used on any platform running the same or higher version of Oracle. Data loss should be limited to one hour using the RMAN backups if off-site archives are applied during RMAN recovery.
Any attachments on the application server may be restored on the application servers. Access to backup files will be provided within three (3) days of an incident. RPO (Recovery Point Objective) is one hour.

Level Two Disaster Recovery:

Level Two DR is available to customers that have AssetWorks provide the emergency facility, restoration process, and the recovered data, which is an additional fee. This option proposes backing up and recovering the customer database and attachments to the Disaster Recovery Site (DRS) as well as providing the EAM application in a configured Disaster Recovery Site.

Description of this service is as follows:
AssetWorks contracts with an off-site, secure facility to store the latest daily RMAN database backup files and file attachments.
AssetWorks contracts with a provider to have an off-site server standing ready to restore our backups.

Exhibit B -- Page 114
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In the event of an incident, the latest off-site database archives are transferred from the secure facility to the DRS.
The EAM application server software is maintained as current in the DRS to be compatible with the working version in the Data Center.
The EAM database server configuration (tnsnames, websites, etc.) is also kept current in the DRS to be compatible with the working version in the Data Center. Any attachments on the application server will be restored on the DRS application servers. DNS changes would make the EAM DRS application available through the customers URL. RTO (Recovery Time Objective) is 4 days.
RPO is one hour.

Level Three Disaster Recovery:

Level Three DR may be offered at a higher fee as a high-availability failover, offering a seamless transfer with little to no downtime to the customer via a Standby Database in the DRS. Estimated data loss is just a few minutes and the customer regains full accessibility and functionality without the need for an RMAN database recovery.

Exhibit B -- Page 115
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Packet Pg. 619 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CONFIDENTIAL

ALAN SIMPSON

SENIOR MANAGING TRANSPORTATION SYSTEM PROFESSIONAL
Mr. Simpson has 25 years in the fleet business as both client and service provider. Previously, Mr. Simpson was a Fleet Analyst for the City and County of San Francisco, and the Fleet Manager for the City of Palo Alto, CA. His current responsibilities include pre‐sales support, business process analysis, project management and implementation assistance, onsite training, and consulting.

Some highlights of Mr. Alan Simpson’s project experience include:

Lead Project Manager, Massachusetts Bay Transportation
Authority (MBTA)
Mr. Simpson provided Business Process Analysis and setup training for Phase 1 of the implementation for 250 Buses at the Cabot Garage. Fleet software included base system with new Shop Scheduling functions and production interfaces with Catbase illustrated parts catalog, Dispatch Control Incident Management, and Warehouse parts management.

City of Milwaukee, WI.

Provided Report card for City as to use of FleetFocus and recommendations to improve utilization of the system features and possible web reporting for management.

Oregon State University, OR.

Trained the team members to import legacy data and how to use standard codes from NAFA and VMRS to setup planned FleetFocus configuration. Setup included Web Reservations and new options for managing motor pool system.

Cobb County, GA.

A successful additional implementation of web based portals for Shop Activity, Motor pool self service, and web reporting were completed. Additional work from this was extending the applications to the Cobb County Fire Department and the Parks and Recreation departments that operate their own maintenance shops and needed to be inclusive of the AssetWorks software applications.

City of Hampton, VA.

Led the implementation team to adopt VMRS and estimated standard times in initial use of the InfoCenter application
United Illuminating, Stamford, CT.

An existing customer that evaluated existing Maximo versus AssetWorks FleetFocus and decided to upgrade and retrain all maintenance staff to use more of the tracking features and integrated fuel history.

Project Experience
Exhibit B -- Page 116
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Packet Pg. 620 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CONFIDENTIAL
Tune‐ups performed for North Dakota DOT and City of Virginia Beach.

Support consultant for State of Illinois Fleet Study to maximize savings and return on AssetWorks software investments.

Bechtel‐Idaho National Engineering and Environmental
Laboratories.

Mr. Simpson provided FASuite pre‐implementation consulting, on‐site system setup training, configuration advice and coding schemes, Train‐the‐Trainer services, Barcode equipment evaluation. Fleet software included base system with the Motor pool and Operations modules for Bus drivers.

California Department of General Services
Provided pre‐implementation consulting and training for statewide roll‐out of FASuite Motor pool module. Duties included data migration, system testing, report writing, documentation materials, and interface configurations. During go‐live period statistics showed only 10% reservation trips were Advance reservations versus walk‐ins. However, with next 12 months the user trust grew to support 90% Advance reservations with only 10% walk‐ins which streamlined the entire workflow. Ongoing support included migration to Call Center module and Reservations via‐the‐Web.

State of Utah (All Departments)
Provided pre‐implementation training to codify equipment using VMRS and develop state‐wide rental rates to support standardization. Provided end‐user training for phase 1 pilot of motor pool and work order management. Provided ongoing consultation migrating historical data and modify charge‐back rate structures. This project reduced state‐wide support of fleet information systems by combining 7 separate systems into a single platform.

New Mexico State Department of Highways and
Transportation
Provided end‐user training for 35 branch locations and supervised change management of operating procedures and documentation through the conversion to FASuite. Developed interfaces and reports for legacy fixed asset system, and Wright express fuel transactions. Migrated historical cost data to improve replacement analysis and support budgeting of capital and operating programs.

Westmont College, Santa Barbara, California‐ Bachelor of Science Postgraduate Masters Level Coursework, 1980 to 1981, Business Administration, University of San Francisco, California.

Education
Exhibit B -- Page 117
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Packet Pg. 621 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

TOM SEMAN
Senior Project Manager
Relevant & Related
Experience
Mr. Seman has over five years in implementation and project management services for software solutions in asset intensive organizations as well as on‐site implementation of meeting and event software at major corporate properties throughout the North America.

His range of project experience includes the following:
x Excellent planning, scoping, scheduling, budgeting, and delivery skills x Expert in leading enterprise software solution projects x Solid team empowerment, motivation and leadership skills x Strong documentation and reporting skills
x Excellent interpersonal, collaboration, and problem solving skills x Strong understanding of Agile software development, SDLC, and Business Analysis practices
x Strong understanding, focus and investment in SCRUM/AGILE methodologies Project Management
Experience
Some recent FleetFocus implementation experience for Tom includes:

The Government of DubaiͲ Working in partnership with the government assigned contractor; CNS International, Tom assisted different UAE agencies including Dubai Police in re‐implementing its FleetFocus solution from the mainframe version to the fully web‐based model. Dubai had been utilizing the FleetFocus mainframe solution for over 20 years, but was late to move to the web version until the infrastructure was in place to support it. Tom coordinated the system set up and training with the CNS staff.

Gordon Food Service‐ As the Project Manager, Tom worked with this large food distribution network to set up and train a recent acquisition. GFS has been a customer for over 25 years and is the largest food distributor to restaurants and healthcare facilities in the Midwest.

PP&L‐ A utility consortium serving over 10 million customers, PPL is another longtime FleetFocus customer. Tom conducted a Management Review for PPL to help this large utility generate the greatest return on its investment. After the Review, a full report is presented with suggestions on how to initiate certain changes in workflows or business practices to make FleetFocus work even better for the customer.

City of San Angelo, TX‐ Tom worked as the Project Manager implementing FleetFocus (aka FASuite). The project included a NAPA interface as well as fuel and an HTE financial interface. The City of San Angelo is a hosted customer taking advantage of the AssetWorks SSEA16 SOC 2 certified/ISO27001 compliant Data Center.

City of Abilene, TX‐ Tom worked as the Project Manager for the implementation of FleetFocus for this west‐central Texas city. The City’s project included both a NAPA parts interface and a Paradigm interface. The City also works as a hosted customer.

Exhibit B -- Page 118
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 622 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First City of Newport Newport News, VA‐ The City is implementing both FASuite for fleets as well as AssetWorks EAM for its waterworks. Tom is the Project Manager for the fleet implementation which includes a fuel interface as well as financial.

City of Hampton, VA‐ With a fleet of over 1500 vehicles and pieces of equipment, the City implemented FuelFocus to work in tandem with FleetFocus as a fully integrated, real‐time fuel management system.

Additional Experience:

Broward County – Go Live Support
Greenville, NC – Go Live Support
New Mexico State Police – Allocation and Assignment Project Bonneville Power Administration – Project support
North Dakota DOT – Refresher Training
Cincinnati, OH – Fuel Interface (in progress)
Columbus, OH – Training Documentation
Prince George’s County – Go Live Support
SEPTA – Project support
Professional History
Education
AssetWorks, Wayne, PA., Sr. Project Manager, 2014 – Present Active Data, Project Manager 2012‐2014
Thomson Reuters Implementation Program Manager 2009‐2012 Pennsylvania Army National Guard
(2012 – Present)
x Field Artillery: Distinguished Honor Graduate
x NCO of the Year: Nominee
x Rank: Sergeant (E‐5)
x Security Clearance : Secret
B.S.‐ Economics‐ Monrovian College, Bethlehem, PA
Exhibit B -- Page 119
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Packet Pg. 623 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

JONATHON ELLIS
Project Manager
Relevant & Related
Experience
Mr. Ellis has over five years in implementation and project management services for software solutions in the field of automotive sales and service. He has an extensive knowledge of the workings of fleet‐centric asset organizations including best practices and workflow methodologies. As well as on‐site implementation of meeting and event software at major corporate properties throughout the North America.

His range of project experience includes the following:
x Implementation of automotive industry specific software to truck, and marine dealerships in the United States and North America.
x Strong understanding of service, parts, warranties and fleet accounting x Led and managed projects as the lead implementation specialist, on‐site and virtually, w/PM and/or Client
x Virtually installed software and worked dealership specifications and settings via remote locations.
x Account management; diagnose and alleviate customer needs and concerns through issue navigation and resolution.
x Effective understanding, focus and investment in SCRUM/AGILE methodologies
Project Management
Experience
Some recent FleetFocus implementation experience for Jon includes:

State of South Caroline, Department of Education‐ Jon worked as the Project Manager implementing FleetFocus (aka FASuite). The project included a full Business Process Analysis and subsequent Business Process Review to include integrations with statewide ERP.

State of New York, Department of Transportation‐ Jon worked as the Project Manager for the upgrade and expansion of FleetFocus for this large statewide agency. The DOT’s project included migration to the Enterprise Purchasing Module and integration with state purchasing system.

State of California Highway Patrol‐ The State implemented AssetWorks fully integrated real‐time, fuel management solution; FuelFocus, to work in tandem with its existing FleetFocus solution. Jon worked as PM and oversaw the roll out of 49 fueling sites and the training of over 100 authorized persons.

County of New Brunswick, NC‐ Jon worked as PM for this implementation of the County fleet of over 1500 vehicles and pieces of equipment. The project included commercial fuel integrations.

City of Farmers Branch, TX‐ Jon was PM to implement this small Texas city with just under 1000 assets. The project was completed on‐time and within budget in just six months.

Additional Project Management Experience:

Idaho Power, City of El Paso, County of San Mateo, Orange County Public Schools (FL) Exhibit B -- Page 120
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Packet Pg. 624 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Professional History
Education
AssetWorks, Wayne, PA., Project Manager, 2014 – Present ADP‐ Automatic Data Processing, Project Manager 2011‐2014 Sunguard/Teksystems , Program Manager 2009‐2011
SUNY College at Brockport
BS – Mathematics and Computer Science
BA – International Studies/History
Minor is Russian Studies
Exhibit B -- Page 121
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Packet Pg. 625 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

GARY FROST
Senior Project Manager
Relevant & Related
Experience
Gary Frost has over 15 years of experience in software, management and training. His range of project experience includes the following:
¾ Project Management
¾ Project Planner
¾ Training
¾ Software Implementation
¾ Data formatting
¾ Data Migration
¾ Business Process Analysis
¾ Business Process Improvement
¾ Regional Training Sessions
Project Management
Experience
Since joining AssetWorks, projects have included:

State of Wisconsin, County of Sonoma, County of San Jose, City of Seattle, Eugene Water and Electric Board, City of Livermore, County of Fresno, City of Santa Barbara, County of Santa Clara, County of Siskiyou, City of Renton, County of Alameda, Redwood City, Denver RTD, City of Fairfield, Lane Transit, City of Milpitas:

Mr. Frost performed implementation services for these projects since 1999, including data conversion from legacy systems, Oracle and MS SQL Server database installations and post‐implementation consulting. He provided consulting for best business practices and developed timeline requirements and customized training documentation. Mr. Frost assisted with creation of utilities used in the migration of data into FASuite. Gary designed, developed and implemented third‐party software interfaces to AssetWorks software for accounting, payroll, fuel systems and credit card systems. He also develops custom reports and applications using Oracle, Excel, Access, and MS SQL Server.

United States Marine Corp:

The USMC rolled out FASuite in stages and began the implementation in 2009. Mr. Frost works as the Senior Project Manager and is responsible for all aspects of this complex and large project. Because of the shifting priorities of the USMC, Gary must be ready and willing to meet last minute schedule changes and work within the structure of a large governmental agency. In order to ensure the success of the project, the USMC has designated certain persons as ‘vital’ and has guaranteed their commitment to the project for the duration. As part of his responsibilities, Gary has developed a number of customer‐ specific business processes to gather and send data to various military and government oversight agencies. Gary has also worked extensively with the USMC on configuring the security module of FASuite to mask certain fields and to encrypt data.

City of Tucson, AZ:

The City of Tucson re‐implemented FASuite, extracting out historical information from two maintenance systems and rolling out FASuite InfoCenter to the Maintenance and Fire Departments. During the implementation Mr. Frost did a full analysis of workflow processes currently in place and made recommendations to make changes as needed to best practice industry standards. Gary assisted in extracting data from a legacy system and Exhibit B -- Page 122
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Packet Pg. 626 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First did extensive cleanup to coding structures, while steering the City to a structure that can be used for reporting analysis.

City of Livermore, CA:

The City of Livermore implemented FASuite for its rolling stock of some 500 units and an additional 1200 pieces of equipment including everything from generators, to police radios to lawn mowers. The City introduced wanding devices as a way to read barcodes on the various assets as opposed to manually typing in the information. The barcode use extends to the small inventory store and to the employees themselves who scan on and off tasks throughout the day.

City of San Jose, CA:

The City of San Jose implemented FASuite as a way to better control costs over its inventory of some 4000 units and some 12,000 pieces of equipment. The City also rolled out the Motor Pool module of FASuite and can now allow City employees to make online reservations or report trouble tickets using the web‐based InfoCenter.

Pepsi‐Cola:

Mr. Frost was the Project Manager for this implementation of FASuite. Mr. Frost provided onsite training for Fleet Managers and Business Unit Managers associated with each of Pepsi’s 10 Business Units throughout North America. Mr. Frost was the main point of contact and provided general oversight and consulting services, including suggestions for business process reengineering, definition of best practices, and implementation oversight. He provided ongoing training for implementations at new locations, and follow‐ up training for sites that where implemented. Gary trained Pepsi’s system administrator and created Report Directory Materials in addition to training additional users.

Baltimore Gas & Electric:

Mr. Frost was Project Manager for this implementation of FASuite. During that time, he provided general oversight and consulting services, and directed the onsite implementation team that performed software installation, training, data conversion, and other implementation services. Mr. Frost also managed the Acceptance Test Plan that was completed for BG&E. In collaboration with the FASuite development team, he designed the Acceptance Test Plan and then supervised the completion of acceptance testing (each screen was tested for data integrity using automated scripts). Mr. Frost also provided post implementation support services, including addressing FASuite operational and technical issues, database problems, etc.

Regional Training Manager:

Mr. Frost has managed all aspects of the Regional training sessions throughout North America. His responsibilities include the creation of agendas and training materials in addition to scheduling all sessions and communications to all AssetWorks customers.

Education
Technical Skills
B.A.‐ Finance & Economics‐ California State University
Software: FASuite (ActionMap‐CMMS, RailFocus, EquipmentFocus, LinearFocus, MobileFocus, InfoCenter) Lotus Notes, Outlook, Excel, Access, Word, Power Point, Visio, Crystal reports/BOE
Hardware: PC’s, Servers, Printers, Barcode Equipment, Handheld Devices Languages: SQL Databases: Oracle, MSSQL, Access
Exhibit B -- Page 123
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 627 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CONFIDENTIAL

SUSIE WADE
Senior Implementation Specialist
Relevant & Related
Experience
Ms. Wade works as a Project Manager/Implementation Specialist of AssetWorks’ FleetFocus/FASuite software. Responsibilities included scheduling projects using MS Project, assigning resources, tracking budget and implementation schedule and writing weekly status reports. Clients included: Area Transportation Authority (ATA Transit) North Central Pennsylvania, U.S. Navy Special Warfare Group Hampton Roads Virginia, MV Transportation, Southern California Regional Railroad Authority/Metrolink, Calgary Police, Minnesota Manufacturing Mining, Honolulu Board of Water Supply, Washoe County‐NV, San Diego Police Department, Illinois Division of Vehicles, Coach USA, Austin Telecommunication, Jefferson County‐LA, and Henrico County‐VA.

Project Management
Experience
Since joining AssetWorks, Ms. Wade has worked on the following projects.

Louisville Gas and Electric/Kentucky Utilities (LG&E/KU), Louisville, KY Ms. Wade worked as the Project Manager, coordinating the implementation of FASuite FleetFocus for this large utility with 1,750 vehicles and 3 shops. She also oversaw a number of integrations, including the FleetOne Fuel interface, the Oracle Monthly Maintenance Costs interface, the PowerPlant Depreciation interface, the Automated MRU calculations interface, the Oracle Overhead Costs interface, the PeopleSoft Operator/Contractor interface, and the PowerPlant Leasing interface.

Strathcona County, Sherwood Park, AB (Canada)
As the Project Manager, Ms. Wade’s role for this client was to oversee the roll‐out of FASuite FleetFocus and coordinate integrations with the Purchasing/Receipts interface, the Purchase Order Approval interface, the Labor Charge interface, and the Parts Issues and Credits interface.

Caltrans (California Department of Transportation), Sacramento, CA Ms. Wade served as the Project Manager and supervised the implementation of FASuite FleetFocus, specifically the conversion to Enterprise Purchasing and the FA Web Modules. Caltrans is one of the nation’s largest departments of transportation, with 13,000 vehicles, 12 shops, and more than 400 users.

Memphis Area Transit Authority (MATA), Memphis, TN
Ms. Wade worked asthe Senior Implementation Specialist overseeing and coordinating the implementation of FASuite Enterprise (InfoCenter Shop Activity, FleetFocusFA, EquipmentFocus, MobileFocus and FuelFocus). MATA has 208 buses, 55 paratransits, 20 trolleys, 60 support vehicles, 5 major facilities and 90 users. The majority of the maintenance on the rolling stock assets is performed at two maintenance facilities that operate 24 hours a day, 365 days a year. Ms. Wade performed system installation and setup, hardware and network configuration, database installation, and data conversion (including historical data extraction) from legacy system. She also developed the specifications and oversaw the development of the custom payroll interface.

Exhibit B -- Page 124
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

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Packet Pg. 628 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CONFIDENTIAL
Developed custom reports to support the Stock Room, Procurement Department and Maintenance Facilities.

City & County of San Francisco
Ms Wade worked as the Senior Implementation Specialist for this large project of 6000 assets and over 100 technicians serving the nation’s 12th largest city. Ms. Wade also worked on Work Flow and Business Process Documentation as well as integration points for the Trak Fuel and ERP financial interfaces.

Hertz Corporation, Oklahoma City, OK
As a member of AssetWorks Implementation Team for FASuite Enterprise Implementation: (InfoCenter Shop Activity, InfoCenter Enterprise Portal and FleetFocus FASuite), Ms. Wade performed business process assessment, system installation and setup, database installation, data mapping from legacy systems to FASuite and key user training.

Sun Tran, Tucson, AZ
As Senior Implementation Specialist, Ms. Wade coordinated the training services for the implementation of FASuite Enterprise (InfoCenter Shop Activity, FleetFocusFA, EquipmentFocus, MobileFocus and FuelFocus). Sun Tran has 189 fixed route buses, 60 support vehicles, 120 facility assets, and 80 users. The vehicle maintenance shop operates 24 hours a day, 365 days a year. Additionally, she performed system installation and setup, hardware and network configuration, database installation, and data conversion (including historical data extraction) from legacy system. Developed custom reports to support the Stock Room, Procurement Department and Maintenance Facilities.

Metrolink/Southern California Regional Rail Authority (SCRRA), Los Angeles, CA Ms. Wade provided training and implementation services of FASuite Enterprise:
(FleetFocusFA, RailFocus, LinearFocus, EquipmentFocus). On‐going rollout of the FASuite product line for Metrolink, including our FAInfoCenter powered by Crystal 9, Optram's ORIM Digital Track Chart Software, MobileFocus for the palm OS, with integration to Oracle ERP. Perform system installation and setup, hardware and network configuration, database installation, and data conversion for equipment, parts and detailed work order historical data. Provide consulting on coding structure.

MV Transportation, Fairfield, CA
MV operates 3500 bus and Para transit vehicles throughout North America, as one of the largest transit operation and maintenance outsource companies in the business.

Perform system installation and setup, hardware and network configuration, database installation, and data conversion for equipment, parts and detailed work order historical data. Provide consulting on coding structure. MV is live with their first shops and is now rolling out throughout North America.

Honolulu Board of Water Supply, Honolulu, HI
Implementation of FleetFocus/FA Suite (with Motor Pool module) The division has 2500 vehicles, 3 shops, and 30 users. Performed system installation and setup, hardware and network configuration, database installation, and data conversion. Provided consulting on coding structure. Developed specifications and oversaw the development of the custom interfaces.

Exhibit B -- Page 125
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 629 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

CONFIDENTIAL
Ms. Wade also provided training, business process & documentation services for:

City of Commerce, City of Palo Alto, City of Carlsbad, Ontario Ministry of Transportation, Illinois State Police, Calgary Police, Denver RTD, MATA, MBTA, ATA of North Central PA, U.S. Navy Special Warfare, USMC, California Dept of Forestry, Hawaiian Electric, Continental Airlines, Conoco Phillips  and many more… Prior Experience
Education
Senior Technical Consultant
Perform server installations, hardware and network configuration, Oracle and MS SQL Server database installation, and data conversion from variouslegacy systems.   Provide consulting for best business practice.  Develop technical requirements documentation and customized training documentation.   Train customer end‐users on AssetWorks software applications, SQL Plus, Excel, Access, and Crystal reporting tools.   Design, develop and implemented third‐party software interfaces to AssetWorks software for accounting, payroll, fuel systems, credit card systems, etc.   Develop custom reports and applications using Excel, Access, Crystal, MS SQL Server and Oracle. Clients included: United States Marine Corp, Pepsi Bottling Company USA, Boeing, Hawaiian Electric Company, and Virginia Beach‐VA
Senior Programmer/Analyst
Develop new graphical user interface (GUI): compile specifications of features to be included in the new product; then programmed the GUI.   Design, implement and support the MS SQL Server database.   Track software conversion project including:
assigning jobsto programmers and quality assurance, projecting completion dates, and producing status reports.

Systems Administrator
Install, configure, repair and upgrade company's computing systems and peripherals.

Implement and maintain company’s local area network. Test, document and install biannual software releases for general ledger, accounts receivable, accounts payable, payroll, purchase orders and inventory control software applications. Act as liaison between company staff, clients and hardware distributors.

System Support Specialist
Support international and national customer base on software and hardware. Produce all documentation and reference work used to aid in the support and training of clients.

Resolve problems related to servers, peripherals and system/application software nationwide.

Customer Account Manager
Conduct weekly on‐site training sessions on use of accounting and inventory control application software. Design and produce training documents and procedures for in‐ house customer account managers.

MS, Computer Science, Washington University, St Louis, MO, 1986 BS, Computer Science, Transylvania University, Lexington, KY, 1984 BS, Chemistry, Transylvania University, Lexington, KY, 1984 BS, Mathematics, Transylvania University, Lexington, KY, 1984 Exhibit B -- Page 126
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 630 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

State of South Carolina, Department of Education‐ Jon worked as the Project Manager implementing FleetFocus (aka FASuite). The project included a full Business Process Analysis and subsequent Business Process Review to include integrations with statewide ERP.

County of New Brunswick, NC‐ Jon worked as PM for this implementation of the County fleet of over 1500 vehicles and pieces of equipment. The project included commercial fuel integrations.

City of Farmers Branch, TX‐ Jon was PM to implement this small Texas city with just under 1000 assets. The project was completed on‐time and within budget in just six months.

Additional Project Management Experience:

Idaho Power, City of El Paso, County of San Mateo, Orange County Public Schools (FL) Exhibit B -- Page 127
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 631 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Professional History
Education
AssetWorks, Wayne, PA., Project Manager, 2014 – Present ADP‐ Automatic Data Processing, Project Manager 2011‐2014 Sunguard/Teksystems , Program Manager 2009‐2011
SUNY College at Brockport
BS – Mathematics and Computer Science
BA – International Studies/History
Minor is Russian Studies
Exhibit B -- Page 128
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 632 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

BILL CICCHETTI
Customer Support Manager
Relevant & Related
Experience
Bill Cicchetti has worked as the Customer Support Manager for FleetFocus/FASuite for over 12 years and responsible for the day‐to‐day operations of the Support Center.

In addition to managing and responding to queries made directly with the Support Center, Mr. Cicchetti also conducts training sessions both off‐site and via webinars to current FleetFocus customers. He is also responsible for providing the majority of the remote installation/upgrade services of the application to customer sites.

Bill oversees a staff of 12 persons who work to support and train customers on the FleetFocus solution. Using our Customer Relationship Management tool; JIRA, Bill can provide customers with a host of resources including:

Check on the status of reported issues,
Search the Knowledge Base,
Review training Webinars,
Download documentation
In addition to his role as Support Manager, Bill works as the User Community liaison introducing new customers to the user group, gathering and processing enhancement requests and assisting in the coordination of the annual User Academy.

Support Center Experience Additional Support Services performed by Mr. Cicchetti include:
¾ Providing help and advice to customers, including responding to issues about ‘Best Practices’ or proven work flows;
¾ Investigating and solving customers’ problems promptly; ¾ Keeping accurate records of discussions or correspondence with customers in keeping with AssetWorks policy and procedure;
¾ Producing written information/documentation for customers, if necessary, to resolve customer issues or help with training;
¾ Writing reports analyzing the customer service AssetWorks provides and offering recommendations for improvement;
¾ Providing customized/sponsored one‐to‐one training or installation/upgrade service to customers;
¾ Meeting with other managers to discuss possible improvements to customer service provided;
¾ Training staff to deliver a high standard of customer service; Education
Technical Skills
California State University, Long Beach, CA; Bachelor of Science University of California‐ Berkeley; Microsoft Certified Professional extension course University of California‐ San Diego, CA; Oracle database certification program Software: FASuite (ActionMap‐CMMS, RailFocus, EquipmentFocus, LinearFocus, MobileFocus, InfoCenter) Lotus Notes, Outlook, Excel, Access, Word, Power Point, Visio, Crystal reports/BOE
Hardware: PC’s, Servers, Printers, Barcode Equipment, Handheld Devices Languages: SQL Databases: Oracle, MSSQL, Access
Exhibit B -- Page 129
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 633 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First FleetFocus Maintenance
Management Software
998 Old Eagle School Road Suite 1215, Wayne PA 19087 | 610.687.9202 | www.assetworks.com For many organizations, vehicle equipment assets and the labor needed to maintain them represent significant and increasing expenditures. To succeed, fleet managers need effective tools to help proactively manage these costs and improve their long-term planning. An integrated fleet enterprise asset and maintenance management software solution can be instrumental in improving a fleet’s operations and performance through increased equipment/asset availability, decreased maintenance and repair (M&R) costs, and increased vehicle utilization. The right software system can also provide better data, in less time, to aid in making decisions that will have positive longterm effects for the organization.

FleetFocus is a comprehensive maintenance management
system that aims to address the challenges faced by fleets of all sizes. It was designed by fleet managers for fleet managers with robust features and an easy-to-use interface. FleetFocus is capable of tracking an unlimited number of vehicle equipment units and supports an unlimited number of workstations from any number of locations. FleetFocus tracks all functions related to the maintenance of vehicle equipment, including repair and preventive maintenance (PM) work orders; operating expenses including fuel, oil, and licensing; and billing for equipment usage.

FleetFocus also offers several optional modules, including motor pool management,touch screen portals, service level agreement tracking, shop scheduling, equipment planning and replacement, production (back-shop) rebuild planning/management, and Global Positioning (GPS)/Automatic Vehicle Location (AVL) integration.

Go to the next page for more information
FleetFocus Maintenance
Management Software
Benefits You Can Count On
• Reduce vehicle ownership costs
• Extend the useful life of vehicles
• Increase equipment availability
• Increase warranty recovery
• Optimize inventory levels
• Improve labor productivity
• Enhance customer satisfaction
• Ensure regulatory compliance for
vehicle management, maintenance
and parts inventory management
Exhibit B -- Page 130
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 634 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Copyright © 2017 AssetWorks LLC
• Complete vehicle equipment life-cycle management,
including budgeting, acquisition, capital improvement,
campaigns, and disposal management
• Robust work order functionality
• Shop scheduling module
• Complete warranty and claims tracking
• Flexible preventive maintenance scheduling
• Purchasing and parts inventory management
• Availability and pull-out management
• Technician certification and training management
• License and permit management
• Motor pool and reservations
• Accident repair tracking with sub-rogation
claims management
• Comprehensive rental and chargeback billing system
• Innovative web technology
• Mobile wireless handheld technology
• Barcode-enabled
• Best practice workflows, including real-time
labor capture
• Touch screen-enabled for ease of use
• Key performance indicator (KPI) dashboards
• Integration to enterprise resource planning (ERP)
systems, parts cataloging systems, and global
positioning
(GPS)/automatic vehicle location (AVL) systems
• Seamless, real-time integration with AssetWorks’
FuelFocus™ fuel management system
• 200+ “Out-of-the-Box” standard reports with
customizable setups, including sorts, groupings,
and selection criteria generated in a variety of
exportable formats. Many reports display graphical
representations and offer drill-down capabilities
• 25 Years of fleet management experience
FleetFocus has Powerful Features
998 Old Eagle School Road Suite 1215, Wayne PA 19087 | 610.687.9202 | www.assetworks.com/fleet For more information, contact an
AssetWorks representative today
at 610.687.9202 or visit us online
at assetworks.com/fleet
Exhibit B -- Page 131
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 635 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First FuelFocus:

Automated Fuel and Fluid Management
Go to the next page for more information
998 Old Eagle School Road Suite 1215, Wayne PA 19087 | 610.687.9202 | www.assetworks.com Fuel is the life-blood of any fleet or transit organization, but as a mission-critical asset, it can be diɝcult to manage. 8nlike other consumable commodities, the price of fuel is hypersensitive to market influences. As a result, fuel is often the most significant expense incurred by fleet and transit organizations, and tracking fuel costs and consumption becomes essential to controlling the bottom line.

AssetWorks understands the challenges inherent to implementing an effective fuel and fluid management program. That’s why we offer FuelFocus, a system that supports continuous, real-time fuel management over virtually any communication platform. FuelFocus can help your organization improve accountability for metered or pulsed consumables, including gasoline, diesel, propane, CNG, LNG, hydrogen, glycol, and lubricants.

Better accountability can translate into:
• Fuel consumption savings of up to 15% • Reductions in “shrinkage” of 10–20%

A COMPLETE SOLUTION
The FuelFocus system includes a sophisticated combination of hardware and software to manage consumable assets across your enterprise. FuelFocus processes the issue, receipt, and transfer of all fuel and fluid consumables, including commercially purchased fuel. When integrated with the AssetWorks FleetFocus™ line of fleet management solutions, data captured by FuelFocus (such as odometer readings and hour meters) can be validated in real-time against values stored in a single, centralized database. Integration brings a number of benefits, including

*reater (ɝcienc\ Ȃ Because FuelFocus is integrated
with your fleet management system, all pertinent
information is maintained in a single database.
$ccXrac\ and &onsistenc\ oI ΖnIormation Ȃ
With a single data source,critical fleet information
(e.g., vehicle information, operator information,
tank capacities, authorized fuels and fluids, fuel
transactions, and odometer readings) is always
current. The timeliness of preventive maintenance
scheduling is improved because hour-meter and
odometer readings are processed and validated
in a central database.
*reater $ccess to ΖnIormation Ȃ Access to
relevant fuel consumption data is available from
any workstation on the system, and vehicle
maintenance data is available at the FuelFocus Island
Controllers. Customization of the system enables
your organization to implement a centralized or
decentralized fuel management system.

FuelFocus:

Automated Fuel and Fluid Management
Exhibit B -- Page 132
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 636 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 998 Old Eagle School Road Suite 1215, Wayne PA 19087 | 610.687.9202 | www.assetworks.com

DESIGN FEATURES
FuelFocus features a modular design, incorporating
built-in system diagnostics and system status lights
to ensure ease of maintenance. System boards
are easy to remove and replace, and each piece of
hardware and software is thoroughly tested by our
expert technical staff (both before shipping and during installation) to ensure proper operation. If system
adjustments ever become necessary, AssetWorks
guarantees prompt, reliable service.

DEVICE OPTIONS
The FuelFocus system supports several identification
devices, from the latest automatic vehicle data
recognition technology to manual entry keypads.

FuelFocus flexibility allows your organization to
support more than one authorization technology
simultaneously. What’s more, your organization can
upgrade its authorization technology at any timeȃ
one site at a time, with groups of related vehicles, or as new vehicles are acquired. Supported identification
technologies include the following

• RF Vehicle Identification Box
• Proximity Keys/Cards from +I', Motorola Indala,
GE Security, and others
• Magnetic Strip Card
• Biometrics
• Keypad Input

FLEXIBLE CONFIGURATION
FuelFocus offers flexible Island Controller
configurations. The FuelFocus Island Controller
is designed to be a TCP/IP online system that
uses cabled, fiber optic, or wireless (no trenching)
communication and also supports telephone line,
'SL, and C'P'. The FuelFocus Island Controller
continuously operates during network outages.

The Island Controller provides full validation of all
pertinent information, such as fuel type, tank capacity, and employee I'. FuelFocus is a flexible system that
can accommodate

• 2-, 4-, 8-, 12- and 16-hose models
• Mobile truck mounts
• Unlimited numbers of fuel islands
• Unlimited numbers of vehicles and employees
For more information, contact an AssetWorks
representative today at 610.687.9202 or visit
us online at assetworks.com/fleet
Copyright © 2017 AssetWorks Inc.

Exhibit B -- Page 133
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 637 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Ɛ ǀĞŚŝĐůĞƐ ĂŶĚ ƚŚĞŝƌ ŽŶͲďŽĂƌĚ ƚĞĐŚŶŽůŽŐǇ ŚĂǀĞ ďĞĐŽŵĞ ŵŽƌĞ ƐŽƉŚŝƐƟĐĂƚĞĚ͕ so has the ability to gather and track the data associated with that vehicle via ƚĞůĞŵĂƟĐƐ͘dŚĞƌĞĂƌĞŶƵŵĞƌŽƵƐƐĞŶƐŽƌƐĂŶĚƐǇƐƚĞŵƐǁŝƚŚŝŶĂǀĞŚŝĐůĞƚŽŵŽŶŝƚŽƌ ŝƚƐ ƉĞƌĨŽƌŵĂŶĐĞ͘ ƐƐĞƚtŽƌŬƐ 'W^ ƉŽǁĞƌĞĚ ďǇ EĞƚǁŽƌŬŇĞĞƚ ŽīĞƌƐ ƉĂƚĞŶƚĞĚ ƚĞĐŚŶŽůŽŐǇ ƚŚĂƚ ĐŽŵŵƵŶŝĐĂƚĞƐ ĚŝƌĞĐƚůǇ ǁŝƚŚ Ă ǀĞŚŝĐůĞ͛Ɛ ŽŶďŽĂƌĚ ĐŽŵƉƵƚĞƌ͕ ŝŶƚĞƌƉƌĞƚƐƚŚĞĚĂƚĂĂŶĚƚƌĂŶƐŵŝƚƐŝŵƉŽƌƚĂŶƚŝŶĨŽƌŵĂƟŽŶďĂĐŬƚŽƚŚĞŽƉĞƌĂƚŽƌ͕ ŇĞĞƚŵĂŝŶƚĞŶĂŶĐĞŵĂŶĂŐĞƌƐĂŶĚŽƉĞƌĂƟŽŶƐŵĂŶĂŐĞƌƐ
dŚĞ ƌĞĂůͲƟŵĞ ŝŶƚĞŐƌĂƟŽŶ ďĞƚǁĞĞŶEĞƚǁŽƌŬŇĞĞƚ ĂŶĚ &ůĞĞƚ&ŽĐƵƐŵĂŝŶƚĞŶĂŶĐĞ ŵĂŶĂŐĞŵĞŶƚ ƐǇƐƚĞŵ ŐŝǀĞƐ ŇĞĞƚ ŵĂŶĂŐĞƌƐ ƋƵŝĐŬ ĂŶĚ ĞĂƐǇ ĂĐĐĞƐƐ ƚŽ ǀĞŚŝĐůĞ ůŽĐĂƟŽŶĂƐǁĞůůĂƐĚŝĂŐŶŽƐƟĐƐĂŶĚǀĞŚŝĐůĞŵĂŝŶƚĞŶĂŶĐĞĂůĞƌƚƐǁŝƚŚŽƵƚŚĂǀŝŶŐ ƚŽ ƐǁŝƚĐŚ ƚŽ ĂŶŽƚŚĞƌ ĂƉƉůŝĐĂƟŽŶ͘ ĚĚŝƟŽŶĂůůǇ͕ ŶĞĂƌ ƌĞĂůͲƟŵĞ ŵĞƚĞƌ ƌĞĂĚŝŶŐƐ ĂƌĞ ƐĞŶƚ ĚŝƌĞĐƚůǇ ĨƌŽŵ ƚŚĞ ǀĞŚŝĐůĞ ƚŽ &ůĞĞƚ&ŽĐƵƐ͕ ǁŚŝĐŚ ƐĂǀĞƐ ƟŵĞ͕ ŝŶĐƌĞĂƐĞƐ ĂĐĐƵƌĂĐǇĂŶĚĂůůŽǁƐĨŽƌƟŵĞůǇƐĐŚĞĚƵůŝŶŐŽĨƉƌĞǀĞŶƟǀĞŵĂŝŶƚĞŶĂŶĐĞ͘ WƌŽĂĐƟǀĞDĂŝŶƚĞŶĂŶĐĞ
/ĨEĞƚǁŽƌŬŇĞĞƚĚĞƚĞĐƚƐĂĚŝĂŐŶŽƐƟĐƉƌŽďůĞŵŝŶĂǀĞŚŝĐůĞ͕Ă ƐĞƌǀŝĐĞ ƌĞƋƵĞƐƚŝƐ ĂƵƚŽŵĂƟĐĂůůǇŐĞŶĞƌĂƚĞĚŝŶ&ůĞĞƚ&ŽĐƵƐ͘dŚŝƐŚĞůƉƐƐƚƌĞĂŵůŝŶĞŵĂŝŶƚĞŶĂŶĐĞĂŶĚ ƌĞĚƵĐĞ ǀĞŚŝĐůĞ ĚŽǁŶƟŵĞ͘ Ǉ ŬŶŽǁŝŶŐ ƉŽƚĞŶƟĂů ĐŽŵƉŽŶĞŶƚ ĨĂŝůƵƌĞƐĂŚĞĂĚ ŽĨ ƟŵĞĂŶĚďĞŝŶŐƉƌŽĂĐƟǀĞǁŝƚŚƉƌĞǀĞŶƟǀĞŵĂŝŶƚĞŶĂŶĐĞƐĐŚĞĚƵůŝŶŐ͕ŵĂŝŶƚĞŶĂŶĐĞ ƉƌŽĨĞƐƐŝŽŶĂůƐ ĐĂŶ ƌĞĚƵĐĞ ƚŚĞ ĐŽƐƚ ŽĨ ƌĞƉĂŝƌƐ ŽŶ ƚŚĞ ǀĞŚŝĐůĞ ĂŶĚ ƵůƟŵĂƚĞůǇ ŝŶĐƌĞĂƐĞƚŚĂƚǀĞŚŝĐůĞ͛ƐƵƉƟŵĞ͘
ĐƟŽŶĂďůĞĂƚĂ
dŚƌŽƵŐŚƚŚĞŝŶƚĞŐƌĂƟŽŶǁŝƚŚƚŚĞdĞůĞŵĂƟĐƐŵŽĚƵůĞ͕EĞƚǁŽƌŬŇĞĞƚĐĂŶƉĂƐƐŽŶ ŝŵƉŽƌƚĂŶƚǀĞŚŝĐůĞĚĂƚĂƚŽǇŽƵƌŇĞĞƚĚĂƚĂďĂƐĞ͘dŚŝƐŝŶĨŽƌŵĂƟŽŶŝƐƐƚŽƌĞĚŝŶǇŽƵƌ &ůĞĞƚ&ŽĐƵƐ ĚĂƚĂďĂƐĞʹ ǁŚĞƚŚĞƌ ǇŽƵ ĂĐƚ ŽŶ ŝƚ ƌŝŐŚƚ ĂǁĂǇ Žƌ ŬĞĞƉ ŝƚ ĨŽƌ ĨƵƚƵƌĞ ƌĞĨĞƌĞŶĐĞ͘/ŶĂĚĚŝƟŽŶ͕ƚŚĞƐǇƐƚĞŵĐĂŶďĞĐŽŶĮŐƵƌĞĚƐŽƚŚĂƚĐĞƌƚĂŝŶĐŽŶĚŝƟŽŶƐ ƚƌŝŐŐĞƌĂĐƟŽŶ͕ƐƵĐŚĂƐĂƵƚŽŵĂƟĐĂůůǇƐĞƫŶŐƵƉĂƐĞƌǀŝĐĞ ƌĞƋƵĞƐƚŽƌƐĞŶĚŝŶŐĂ ŶŽƟĮĐĂƟŽŶ ƚŽ ƚŚĞĚƌŝǀĞƌĂŶĚŇĞĞƚŵĂŶĂŐĞƌ͘dŚĞdĞůĞŵĂƟĐƐŵŽĚƵůĞ ƚĂŬĞƐ ƚŚĞ ĞŶĞĮƚƐzŽƵĂŶŽƵŶƚKŶ
ĂƚĂsĂůŝĚĂƟŽŶĂŶĚĐĐƵƌĂĐǇ
• ZĞĚƵĐĞƚŚĞƟŵĞƐƉĞŶƚŽŶ
ĚĂƚĂĞŶƚƌǇŽƌǀĂůŝĚĂƟŽŶ
• /ŵƉƌŽǀĞƚŚĞĂĐĐƵƌĂĐǇ
of vehicle data in the system
• ĞƩĞƌƉƌĞǀĞŶƟǀĞŵĂŝŶƚĞŶĂŶĐĞ
ƚŚƌŽƵŐŚǀĞƌŝĮĞĚŵĞƚĞƌƌĞĂĚŝŶŐƐ
DĂŝŶƚĞŶĂŶĐĞKƉƟŵŝǌĂƟŽŶ
• /ŵƉƌŽǀĞŵĂŝŶƚĞŶĂŶĐĞƉƌĂĐƟĐĞƐďǇ
ƉƌŽĂĐƟǀĞůǇŝĚĞŶƟĨǇŝŶŐƉƌŽďůĞŵƐĂŶĚ͕
ŝŶŵĂŶǇĐĂƐĞƐ͕ƌĞĂĐƟŶŐďĞĨŽƌĞƚŚĞǇ
ďĞĐŽŵĞĨĂŝůƵƌĞƐ
• ĞƩĞƌƵŶĚĞƌƐƚĂŶĚǇŽƵƌŇĞĞƚƚŚƌŽƵŐŚ
ŶĞĂƌƌĞĂůͲƟŵĞǀĞŚŝĐůĞƵƐĂŐĞ͕ĂƐǁĞůůĂƐ
historical data to analyze trends
ƌŝǀĞƌĞŚĂǀŝŽƌĂŶĚƐƐŝƐƚĂŶĐĞ
• /ŵƉƌŽǀĞĨƵĞůĞĸĐŝĞŶĐǇĂŶĚůŝŵŝƚƌŝƐŬ
ĞǆƉŽƐƵƌĞďǇƉƌŽĂĐƟǀĞůǇŵĂŶĂŐŝŶŐ
driver behavior
• ĞƩĞƌŵĂŶĂŐĞƉŽůŝĐǇĂĚŚĞƌĞŶĐĞ
ƚŚƌŽƵŐŚĐƵƐƚŽŵŝǌĂďůĞĂůĞƌƚƐƚŽůŽĐĂƟŽŶ
ĂŶĚďĞŚĂǀŝŽƌƐ͕ƐƵĐŚĂƐŚĂƌĚďƌĂŬŝŶŐ͕
ĂĐĐĞůĞƌĂƟŽŶĂŶĚĞǆƚĞŶĚĞĚŝĚůŝŶŐ
• ZŽĂĚƐŝĚĞƐƐŝƐƚĂŶĐĞŝŶĐůƵĚĞĚǁŝƚŚ
ĞǀĞƌǇƵŶŝƚǁŚŝĐŚŝŶĐůƵĚĞƐƚŽǁŝŶŐ͕
ůŽĐŬƐŵŝƚŚƐĞƌǀŝĐĞ͕ďĂƩĞƌǇďŽŽƐƚ͕ƟƌĞ
ĐŚĂŶŐĞ͕ĨƵĞůĚĞůŝǀĞƌǇ͕ǁŝŶĐŚƐĞƌǀŝĐĞ
ĂŶĚůŽƐƚͬƐƚŽůĞŶǀĞŚŝĐůĞƐ͘
dŚĞƐƐĞƚtŽƌŬƐ'W^WŽǁĞƌĞĚďǇsĞƌŝǌŽŶ
EĞƚǁŽƌŬŇĞĞƚ ŽīĞƌƐ ĂŶ ŝŶĚƵƐƚƌǇͲůĞĂĚŝŶŐ
ůŝŵŝƚĞĚ ůŝĨĞƟŵĞ ǁĂƌƌĂŶƚǇ ĨŽƌ ƚŚĞ ϱϬϬϬ
^ĞƌŝĞƐƐǇƐƚĞŵ ƚŽƉƌŽƚĞĐƚǇŽƵƌŝŶǀĞƐƚŵĞŶƚ
ƚŚƌŽƵŐŚŽƵƚƚŚĞůŝĨĞŽĨƚŚĞƉƌŽĚƵĐƚ
'W^WŽǁĞƌĞĚďǇsĞƌŝǌŽŶEĞƚǁŽƌŬŇĞĞƚ
ǁǁǁ͘ĂƐƐĞƚǁŽƌŬƐ͘ĐŽŵ|ϲϭϬ͘ϲϴϳ͘ϵϮϬϮ
Exhibit B -- Page 134
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 638 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First ǁǁǁ͘ĂƐƐĞƚǁŽƌŬƐ͘ĐŽŵ|ϲϭϬ͘ϲϴϳ͘ϵϮϬϮ
'W^WŽǁĞƌĞĚďǇsĞƌŝǌŽŶEĞƚǁŽƌŬŇĞĞƚ
ŝŵƉŽƌƚĂŶƚ ĚĂƚĂ ĨƌŽŵ EĞǁŽƌŬŇĞĞƚ ĂŶĚ ŝŶĐŽƌƉŽƌĂƚĞƐ ŝƚ ĚŝƌĞĐƚůǇ ŝŶƚŽ ǇŽƵƌ ŇĞĞƚ ŵĂŶĂŐĞŵĞŶƚƐǇƐƚĞŵ͘/ŶĂĚĚŝƟŽŶƚŽƚƌŽƵďůĞĐŽĚĞƐ͕ŽƚŚĞƌĚŝĂŐŶŽƐƟĐĚĂƚĂƉŽŝŶƚƐ ĂƌĞĂǀĂŝůĂďůĞĨŽƌŝŶƚĞŐƌĂƟŽŶƚŽ&ůĞĞƚ&ŽĐƵƐ͘ŶĞǆĂŵƉůĞŽĨƚŚĞƐĞĚĂƚĂƉŽŝŶƚƐŵĂǇ ŝŶĐůƵĚĞ͗
• ĂƩĞƌǇsŽůƚĂŐĞ
•
ŶŐŝŶĞŽŽůĂŶƚdĞŵƉĞƌĂƚƵƌĞ
•
ŵŝƐƐŝŽŶƐ^ƚĂƚƵƐ
•
ŶŐŝŶĞKŝůWƌĞƐƐƵƌĞ
•
ŶŐŝŶĞKŝůdĞŵƉĞƌĂƚƵƌĞ
• dƌĂŶƐŵŝƐƐŝŽŶ&ůƵŝĚdĞŵƉĞƌĂƚƵƌĞ
• <ĞǇKŶdŝŵĞ
• ZƵŶdŝŵĞ
• DŝƐĮƌĞ/ŶĨŽƌŵĂƟŽŶ
• ǀĞƌĂŐĞ&ƵĞů
ĐŽŶŽŵǇ
• Odometer
ĂƚĂŝŶƚĞŐƌĂƟŽŶƉŽŝŶƚƐŵĂǇĚĞƉĞŶĚŽŶǇŽƵƌŇĞĞƚ͛ƐĐƵƌƌĞŶƚƐǇƐƚĞŵĐŽŶĮŐƵƌĂƟŽŶ ĂŶĚŵĂǇĚŝīĞƌ ĨƌŽŵƐǇƐƚĞŵƚŽƐǇƐƚĞŵ͘ƐƐĞƚtŽƌŬƐĐĂŶǁŽƌŬǁŝƚŚǇŽƵƚŽŚĞůƉ ĐŽŶĮŐƵƌĞǇŽƵƌƐǇƐƚĞŵƚŽďĞƐƚŵĞĞƚǇŽƵƌŶĞĞĚƐ͘
DŽƌĞ/ŶĨŽƌŵĂƟŽŶ
ƐƐĞƚtŽƌŬƐŝƐƉƌŽƵĚƚŽďĞĂWůĂƟŶƵŵZĞƐĞůůĞƌŽĨsĞƌŝǌŽŶEĞƚǁŽƌŬŇĞĞƚ͘tĞƉĂƐƐ ĂůŽŶŐǀŽůƵŵĞ ĚŝƐĐŽƵŶƚƐ ƚŽ ŽƵƌ ĐƵƐƚŽŵĞƌƐĂŶĚĂƌĞ ƚŚĞ ŽŶůǇ ƉƌŽǀŝĚĞƌ ŽĨĂ ƚƌƵůǇ ŝŶƚĞŐƌĂƚĞĚ'W^ͬdĞůĞŵĂƟĐƐͬ&ůĞĞƚDĂŶĂŐĞŵĞŶƚƐŽůƵƟŽŶ͘/ĨǇŽƵĂƌĞŝŶƚĞƌĞƐƚĞĚŝŶ ůĞĂƌŶŝŶŐŵŽƌĞĂďŽƵƚ ŚŽǁ ƚŚĞ ƐƐĞƚtŽƌŬƐ'W^ WŽǁĞƌĞĚ ďǇ sĞƌŝǌŽŶ ŝŶƚĞŐƌĂƚĞĚ ƐŽůƵƟŽŶĐĂŶŚĞůƉǇŽƵƌŽƌŐĂŶŝǌĂƟŽŶ͕ĐŽŶƚĂĐƚǇŽƵƌƐƐĞƚtŽƌŬƐƌĞƉƌĞƐĞŶƚĂƟǀĞĂƚ ϲϭϬ͘ϲϴϳ͘ϵϮϬϮŽƌǀŝƐŝƚƵƐŽŶůŝŶĞĂƚǁǁǁ͘ĂƐƐĞƚǁŽƌŬƐ͘ĐŽŵ
ďŽƵƚsĞƌŝǌŽŶEĞƚǁŽƌŬŇĞĞƚ
EĞƚǁŽƌŬŇĞĞƚŽīĞƌƐ'W^ŇĞĞƚŵĂŶĂŐĞŵĞŶƚƐŽůƵƟŽŶƐƚŽŚĞůƉƐŵĂůůƚŽ ŵĞĚŝƵŵͲƐŝǌĞĚďƵƐŝŶĞƐƐĞƐ͕ĞŶƚĞƌƉƌŝƐĞƐ͕ĂŶĚŐŽǀĞƌŶŵĞŶƚĂŐĞŶĐŝĞƐďĞƩĞƌ ŵĂŶĂŐĞǀĞŚŝĐůĞƐĂŶĚĂƐƐĞƚƐ͘ĚŝǀŝƐŝŽŶŽĨsĞƌŝǌŽŶdĞůĞŵĂƟĐƐ͕ĂůĞĂĚĞƌŝŶŶĞǆƚͲ ŐĞŶĞƌĂƟŽŶĐŽŶŶĞĐƚĞĚƐĞƌǀŝĐĞƐĨŽƌƚŚĞĂƵƚŽŵŽďŝůĞ͕ŝŶƐƵƌĂŶĐĞ͕ĂŶĚŚĞĂůƚŚĐĂƌĞ ŝŶĚƵƐƚƌŝĞƐ͕ŽƵƌƐŽůƵƟŽŶƐƉƌŽǀŝĚĞƚŚĞĂĐĐƵƌĂƚĞ͕ƟŵĞůǇĚĂƚĂŶĞĞĚĞĚƚŽŵĂŬĞ ƐŵĂƌƚďƵƐŝŶĞƐƐĚĞĐŝƐŝŽŶƐ͘
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Copyright © 2014 AssetWorks ϵϵϴKůĚ
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where it has been
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displays
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Exhibit B -- Page 135
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 639 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Fact Sheet
Protecting our customer’s data

WITH STATE-OF-THE-ART SECURITY
Verizon Networkfleet
At Networkfleet, we know that security is critical to your business and that is why security is our top priority. We devote significant resources to continually develop our world-class security infrastructure. The result: a highly secure and private infrastructure for our customers. With Networkfleet®, you enjoy protection and peace of mind that your data is secure.

Networkfleet’s device encodes all GPS and
diagnostic data collected via a proprietary
algorithm prior to transmission over the
wireless network. Transmission of the data
from the wireless carrier to the Networkfleet
Gateway is done via a secure connection.

All data retrieved from the Networkfleet
application may be obtained using the Secure
Sockets Layer (SSL) protocol, including all web
services data access. SSL is an established
and mature Internet security standard with
three dominant features: Data Encryption, User
Authentication, and Database Server Protection
(Physical, Software).

DATA ENCRYPTION
Data encryption is the process of transforming
legible information into a complex arrangement
of illegible information. SSL uses a private/
public key combination to encrypt data when it
is sent and to decrypt data when it is received.

SSL encrypts data using a mathematical
formula, also referred to as a “key.” Encryption
strength is measured by the length of the key
used to encrypt the data; the longer the key,
the more effective the encryption. Using the
SSL protocol, data transmission between the
customer and Networkfleet’s web server is
performed at a standard level of encryption
strength. Networkfleet uses strong encryption
products to protect customer data and
communications, including 256-bit VeriSign SSL
Certification and 2048-bit RSA public keys.

USER AUTHENTICATION
An SSL certificate is issued to enable authentic
and accurate identification of a secured web
server. This translates into a digital ID, an
electronic fingerprint, which is included in
the key used to encrypt the data. This allows
only our web server to decrypt the data that
you transmit because it is the intended (and
digitally certified) secure web server for this
data transmission. Users access Networkfleet
only with a valid username and password
combination, which is encrypted via SSL
while in transmission. Users are limited in
using certain symbols and we enforce the
password length. Repeated failed attempts
to log in to a user account will cause that
account to automatically be locked for a period
of time. An encrypted session ID cookie is
used to uniquely identify each user. For added
security, the session key is automatically
scrambled and re-established in the
background at regular intervals.

DATABASE SERVER PROTECTION
Physical protection is provided in San Diego,
California at a facility that provides 24-hour
physical security, electrical UPS, FM-200 fire
protection, and other redundant equipment
including data center air conditioners designed
to keep servers continually up and running.

Networkfleet’s offsite hosting facility employs
additional security features including tight
restrictions on whom may enter the facility
and how entry is obtained (24x7 physical
guard presence and proximity key card entry).

The Networkfleet server racks within the
facility are further protected by cipher lock.

Device messages from the wireless carrier are
processed on two distinct and geographically
diverse channels in a redundant configuration.

Software protection is provided by a perimeter
defense scheme. All Networkfleet servers
(web, database, gateway) are behind a secure
firewall that prevents network access to all
but trusted services. In addition, these servers
are protected from unauthorized access by
port lockdown, standard user authentication
and system administration monitoring and
Exhibit B -- Page 136
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 640 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First networkfleet.com
© 2014 Verizon. All Rights Reserved. The Verizon name and logo and all other names, logos, and slogans identifying Verizon’s products and services are trademarks and service marks or registered trademarks and service marks of Verizon Trademark Services LLC or its affiliates in the United States and/or other countries. All other trademarks and service marks are the property of their respective owners. FS-N011 05/29/14 notification procedures. Updates to security
software and other required services are
made on a regular basis to identify and reduce
the risk of operating system vulnerabilities.

The Networkfleet application employs strict
authentication and authorization of user logins
utilizing a secure Oracle database server in
order to enable a given user to access his/her
data only. In addition, Networkfleet monitors
and analyzes security logs to proactively
identify security threats.

SERVER MANAGEMENT SECURITY
All data entered into the Networkfleet
application by a customer is owned by that
customer. Networkfleet employees do not
have direct access to the Networkfleet
data, except where necessary for system
management, maintenance, monitoring,
and backups. Networkfleet does not currently
utilize any managed service providers. The
Networkfleet systems engineering team
provides all system management, maintenance,
monitoring, and backups.

RELIABILITY AND BACKUP
All networking components, load balancers, web
servers, and application servers are organized
in a redundant configuration. All customer data
is stored on carrier-class disk storage using
RAID and multiple data paths. All customer data,
up to the most recent committed transaction,
is automatically backed up for recovery on a
nightly basis. This data is then cloned to tape.

Backup tapes are verified as to their integrity,
and are then moved to secure, fire-resistant,
offsite storage on a regular basis.

READY TO GET STARTED?
To learn more about Networkfleet, contact
your account manager, e-mail us at
[email protected], call us at
866.869.1353, or visit networkfleet.com.
• World-class security
infrastructure to keep your
data safe
• Experienced, professional
engineers and security
specialists dedicated to
round-the-clock data and
systems protection
• Continuous deployment of
proven, up-to-date security
technologies, including the
proprietary products
developed for Networkfleet
• Ongoing evaluation of
emerging security
developments and threats
• Complete redundancy
throughout the entire
Networkfleet online
infrastructure
• Total commitment to a
secure, scalable, private,
collocated system (unlike a
hosted system arrangement,
Networkfleet manages all
aspects of its operations)
Exhibit B -- Page 137
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 641 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 1
Agreement No. BC-0214-1

SOFTWARE LICENSE AGREEMENT

AND RELATED HARDWARE PURCHASE
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to accrue hereunder, this Software License Agreement ("Agreement") is made as of the ___ day of _______, 2014 ("Effective Date”) by and between AssetWorks LLC a Delaware limited liability corporation with offices at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 (“AssetWorks”), and ________________, with offices at _____________________________________ (“CUSTOMER”). Intending to be legally bound, the parties hereby mutually agree to the following terms and conditions:

Article I. HARDWARE PURCHASE AND SOFTWARE LICENSE
A. Customer shall purchase the hardware listed on Schedule 1, if any. Title to the hardware shall pass upon shipment.

B. AssetWorks grants to CUSTOMER a non-exclusive, perpetual (subject to Article V) non-transferable license for the number of users specified in Schedule 1 (“Users”) to make use of the software specified in Schedule 1 (herein "Software") on the CUSTOMER’s database servers and application servers (“Environment”) Except as provided above, use of Software in excess of limits defined in Schedule 1 or other than on the Environment requires additional fees. CUSTOMER'S license is to use the Software in its own business; CUSTOMER has no right to use the Software in processing work for third parties.

C. CUSTOMER shall have the right to use only one copy or image of the Software for production purposes to manage up to the number of Active Equipment Units identified in the Product Schedule (Schedule 1) and shall not copy or use the Software for any other purpose except (i) for archival purposes, (ii) in connection with a disaster recovery program, and (iii) for the purpose of testing the operation of the Software, provided such testing copy shall not be used in a live production environment. CUSTOMER may increase the number of authorized Active Equipment Units by executing a subsequent Product Schedule and paying in full the applicable fees. Upon signing the subsequent Product Schedule and paying in full the applicable fees, CUSTOMER shall have the right to monitor the revised number of Active Equipment Units as set forth in the subsequent Product Schedule. “Active Equipment Unit” shall mean any in service unit to which work orders, fuel tickets, or usage tickets are posted.

D. If any third party software is provided to CUSTOMER pursuant to this Agreement, such license shall be in accordance with terms set forth in Schedule 1.

E. Source Code shall mean software in human-readable form, including all appropriate programmer’s comments, data files and structures, header and include files, macros, make files, object libraries, programming tools not commercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations and documentation reasonably required or necessary to enable a competent independent third party programmer to create, operate, maintain, modify and improve such software without the help of any other person, and with data files containing Source Code in standard ASCII format readable by a text editor.

F. Except as expressly authorized under this Agreement, CUSTOMER shall not (i) sell, rent, lease, timeshare, encumber, license, sublicense, transfer or assign the Software or Documentation; (ii) attempt to decompile, disassemble or reverse engineer the Software in whole or in part, or otherwise attempt to derive the Source Code of the software.

Exhibit B -- Page 138
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 642 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 2
Article II. FEES AND PAYMENTS
A. CUSTOMER shall pay AssetWorks the fees specified in Schedule 1. All fees are payable by CUSTOMER within thirty (30) days of receipt of invoice. Software is invoiced upon contract execution. Hardware is invoiced upon shipment.

B. CUSTOMER shall be responsible for all taxes and charges assessed or imposed with respect to amounts payable hereunder, including, without limitation, state and local, occupation, sales, use or excise taxes paid or payable by AssetWorks, exclusive, however, of taxes imposed on AssetWorks’ net income by the United States or any political subdivision thereof.

C. AssetWorks reserves the right to apply a late payment charge of 1.5% per month to amounts outstanding more than thirty (30) days after the date of the invoice.

Article III. NON-DISCLOSURE
A. Subject to the other paragraphs in this Article III, CUSTOMER agrees that the Software shall be held in confidence by CUSTOMER and shall not be disclosed to others without the prior written consent of AssetWorks, which may be withheld by AssetWorks in its sole discretion. This obligation to hold confidential does not apply to any portion of the Software (1) developed by CUSTOMER and in CUSTOMER's possession prior to the receipt of same from AssetWorks; (2) which at the time of disclosure is part of the public domain through no act or failure to act by CUSTOMER; or (3) which is lawfully disclosed to CUSTOMER without restriction on further disclosure by another party who did not acquire same from AssetWorks.

B. AssetWorks provides documentation for the Software electronically. The CUSTOMER may copy, in whole or in part, any such documentation relative to the Software for CUSTOMER’s internal use consistent with this Agreement.

C. Any Software provided by AssetWorks in machine-readable form may be copied by CUSTOMER for use with the designated servers to the extent necessary for archive or emergency restart purposes, to replace a worn copy, or to understand the contents of such machine-readable material.

D. CUSTOMER’s records with regard to use of the Software shall be made available to AssetWorks at all reasonable times at AssetWorks’ request to audit CUSTOMER’s compliance with this Agreement, and CUSTOMER shall certify to the truth and accuracy of such records.

Article IV. WARRANTIES AND LIMITATION OF LIABILITY
A. Hardware purchased under this Agreement has a limited one year warranty. This limited hardware warranty covers defects in materials and workmanship in hardware products. The warranty does not cover external causes such as accident, abuse, misuse, or problems with electrical power, servicing not authorized by AssetWorks, usage that is not in accordance with product instructions, failure to follow the product instructions or failure to perform preventive maintenance and normal wear and tear. ASSETWORKS'S

RESPONSIBILITY FOR DEFECTS IN HARDWARE IS LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT AS SET FORTH IN THIS WARRANTY STATEMENT. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED HEREIN

FOR HARDWARE, ASSETWORKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED

TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT. ASSETWORKS EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED IN THIS LIMITED WARRANTY.

B. AssetWorks represents that it has the right to license the Software to CUSTOMER as provided in Article I.

AssetWorks further represents that the Software will conform to the description contained in the Exhibit B -- Page 139
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 643 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 3
documentation provided or published by AssetWorks (“Documentation”) but, except as provided in this Article IV, AssetWorks makes no other representations, warranty, or guarantees, express or implied, with respect to the accuracy, completeness, or usefulness of the Software, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event the Software fails to conform to the description contained in the Documentation, AssetWorks’ sole obligation shall be to correct the errors.

This limited warranty is lieu of all liabilities or obligations of AssetWorks for damages arising out of or in connection with the delivery, use or performance of the Software.

C. AssetWorks will defend, at its own expense, any action brought against CUSTOMER to the extent that it is based on a claim that the Software supplied by AssetWorks infringes a United States patent or copyright, and AssetWorks will pay those costs and damages finally awarded against CUSTOMER in any such action that are attributable to any such claim; provided, such defense and payments are conditioned on the following: (1) that AssetWorks shall be promptly notified in writing by CUSTOMER following its receipt of any such claim; (2) that AssetWorks shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; (3) should the Software become, or in AssetWorks’ opinion is likely to become, the subject of a claim of infringement of a United States patent or copyright, then CUSTOMER shall permit AssetWorks, at its option and expense, either to (A) procure for CUSTOMER a non-infringing license to use the Software; (B) modify the Software so that it becomes non-infringing; (C) procure for CUSTOMER a depreciated credit for the Software and accept its return. Depreciation shall be an equal amount per year over the lifetime of the Software, which the parties agree shall be five (5) years. AssetWorks shall have no liability to CUSTOMER under any provision of this clause with respect to any claim of patent or copyright infringement that is based on CUSTOMER's unauthorized use or combination of the Software with software or data not supplied by AssetWorks as part of the Software.

D. CUSTOMER agrees to defend and hold AssetWorks harmless against any claims made by any third party against AssetWorks arising out of CUSTOMER's use of the Software unless such claims are due to the negligence or willful misconduct of AssetWorks.

E. CUSTOMER agrees that AssetWorks total liability to Customer for any and all damages whatsoever arising out of or in any way related to this Contract from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed fees paid to AssetWorks.

F. In no event shall AssetWorks be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if AssetWorks has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy.

G. The warranty period for the Software shall extend for a period of 90 days from the date of delivery of the Software but in no event later than one year from the date of execution of this Agreement. During the warranty period, in the event that the CUSTOMER encounters an error and/or malfunction whereby the Software does not conform to the description in the Documentation, AssetWorks will respond as follows:

1. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER, there exists an error or nonconformance to the Documentation, AssetWorks will take such steps as are reasonably required to correct the error with due dispatch.

2. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER, the error or nonconformance to the Documentation does not constitute a serious impediment to the normal Exhibit B -- Page 140
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 644 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 4
intended use of the Software, AssetWorks will correct the error and distribute the correction to the CUSTOMER in accordance with AssetWorks’ normal Software revision schedule.

Article V. TERMINATION
A. The license conveyed pursuant to Article I B may be terminated by AssetWorks in the event of breach or default by CUSTOMER under this Agreement provided AssetWorks notifies CUSTOMER in writing of the breach or default and CUSTOMER does not correct same within thirty (30) days of AssetWorks’ written notice.

B. In addition, CUSTOMER shall have the right to terminate this Agreement at any time; provided such termination shall not relieve CUSTOMER of its obligations (1) to pay any remaining unpaid balance for the total software license fee (as per Schedule 1), and (2) to honor the terms of the Professional Services Agreement or the Software Maintenance Agreement, which were independently executed and each of which must be terminated in accordance with its terms.

C. All Software and Documentation shall be and will remain the property of AssetWorks. Upon termination of this Agreement, whatever the reason, such Software and Documentation and any copies thereof made by CUSTOMER pursuant to Article III B and C shall be promptly returned to AssetWorks.

Article VI. ASSIGNMENT
This Agreement shall not be assigned by either party without the prior written consent of the other party, and any attempted assignment without such consent shall be void. No assignment of this Agreement shall be valid until and unless consented to in writing by the consenting part and assumed by the assignee in writing. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.

Article VII. ENTIRE AGREEMENT
This Agreement supersedes all prior proposals, oral or written, all previous negotiations and all other communications or understandings between AssetWorks and CUSTOMER with respect to the subject matter hereof. It is expressly agreed that if CUSTOMER issues a purchase order or other document for the services provided under this Agreement, such instrument will be deemed for CUSTOMER'S internal use only, and any provisions contained therein shall have no effect whatsoever upon this Agreement. This Agreement sets forth the sole and entire understanding between AssetWorks and CUSTOMER with respect to the subject matter. No amendments to this Agreement, either at the execution or subsequently, shall be binding on AssetWorks or CUSTOMER unless agreed to in writing by both parties.

Article VIII. SCHEDULES
Schedules 1 (Product Schedule) and any additional schedules specified below are hereby incorporated into this Agreement.

Article IX. GENERAL TERMS
A. Neither AssetWorks nor CUSTOMER will assign or transfer its interest in this Agreement without the prior written consent of the other party.

B. All provisions of this Agreement, which by their nature should survive termination of this Agreement, will so survive.

Exhibit B -- Page 141
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Packet Pg. 645 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 5
C. No delay or failure by either party to exercise any right hereunder, or to enforce any provision of this Agreement will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. To be valid, a waiver must be in writing, but need not be supported by consideration.

D. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision will be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement will not be affected.

E. This Agreement, including its interpretation and enforcement, will be governed by the substantive laws of the State of Delaware excluding its conflict of laws rules.

F. Any communication or notice hereunder must be in writing, and will be deemed given and effective: (i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when delivered by overnight express; or (iv) three (3) days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices. Each party's address for notices is stated below. Such address may be changed by a notice delivered to the other party in accordance with the provisions of this Section.

AssetWorks LLC CUSTOMER:
998 Old Eagle School Rd. - Suite 1215 __________________ Wayne, PA 19087 __________________
Attn: John Hines Attn.:

Copy to: Copy to:

Director of Contracts ____________________
AssetWorks LLC ____________________
998 Old Eagle School Rd. - Suite 1215 __________________ Wayne, PA 19087 ____________________
G. In the event of any dispute arising in the performance of this Agreement, AssetWorks and the CUSTOMER will seek to resolve such dispute through good faith, amicable discussions and negotiations. In any action at law or in equity to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the court. Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs.

H. Neither party will be liable for any failure to perform or any delay in performing any of its obligations hereunder when such failure or delay is due to circumstances beyond its reasonable control and without its fault (Force Majeure), including without limitation, any natural catastrophe, fire, war, riot, strike, or any general shortage or unavailability of materials, components or transportation facilities, or any governmental action or inaction. Upon the occurrence of such event of Force Majeure, the affected party will immediately give notice to the other party with relevant details, and will keep the other party informed of related developments.

I. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral, and all prior written, negotiations, commitments and understandings of the parties relating to the subject matter hereof. This Agreement may not be modified except by a writing executed by both parties.

Exhibit B -- Page 142
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Packet Pg. 646 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 6
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have entered into this Agreement as of the Effective Date.

CUSTOMER AssetWorks LLC
By: ____________________________ By:___________________________ Name: _____________________________ Name: ________________________ Title: _______________________________ Title:___________________________ Date: _______________________________ Date:___________________________ Exhibit B -- Page 143
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 647 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software License Agreement Page 7
SCHEDULE 1 –FEES
A. License Fees
B.Hardware Fees
Exhibit B -- Page 144
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 648 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Maintenance Agreement Page 8

SOFTWARE MAINTENANCE AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to accrue hereunder, this Software Maintenance Agreement (“Agreement”), dated the ___ of ________, 2014 (the “Effective Date”), is by and between AssetWorks LLC., a Delaware limited liability corporation with offices at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 (“AssetWorks”) and ___________________________, a __________ corporation, with offices at ________________________ (hereinafter called "CUSTOMER"). Intending to be legally bound, the parties hereby mutually agree to the following terms and conditions:

A. BACKGROUND
AssetWorks and CUSTOMER are parties to a Software License Agreement, Number BC-0214-1 and dated _________________, pursuant to which CUSTOMER has licensed certain software products (“Software” or “Product”) from AssetWorks.

The Software paid-up license fee includes a warranty without charge as set forth in the Software License Agreement.

The purpose of this Agreement is to set forth the terms and conditions upon which CUSTOMER has agreed to subscribe to support and maintenance for the Software (“Maintenance”) from AssetWorks.

B. TERMS AND CONDITIONS
1) Term
Maintenance shall commence immediately upon the Effective Date and shall have a term of twelve (12) months.

The term shall automatically renew each year thereafter for an additional twelve (12) month period unless terminated as set forth below.
2) Correction of Deviations
In the event that the CUSTOMER encounters an error and/or malfunction (“Deviation”) in the Software, it shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will respond as follows:
a. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction to the CUSTOMER in accordance with AssetWorks’ normal Software revision schedule.
b. In the event that, in the mutual and reasonable opinion of AssetWorks and the CUSTOMER, there exists a Deviation that does constitute a serious impediment to the normal intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation. 3) Software Revisions and New Versions
a. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter "Revisions"). Revisions shall be of two kinds:
i. Revisions that the CUSTOMER is obliged to implement ( “Mandatory Revisions”); Exhibit B -- Page 145
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Packet Pg. 649 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Maintenance Agreement Page 9
ii. Revisions that may be implemented by the CUSTOMER at its option (“Optional Revisions”). iii. No charge shall be made to the CUSTOMER for either Mandatory Revisions or Optional Revisions. b. New products (“New Products”) may be added to the Software by AssetWorks from time to time.

Compared to a Revision, New Products substantially improves the performance of the Software and/or substantially increases its functionality and capability. AssetWorks, in it sole discretion, shall decide which upgrades and improvements will be issued as Revisions without charge and which shall be issued as New Products for which there may be a charge.
4) Telephone Hotline Assistance
AssetWorks, at its expense, shall make available technically qualified personnel to respond to all reasonable telephone requests, Monday through Friday, excluding State holidays, during normal business hours, that may be made by the CUSTOMER relating to the application and operation of the Software. At other times such personnel are available by pager for emergencies.
5) Technical Literature
AssetWorks shall make available to the CUSTOMER all technical literature in electronic format that is considered by AssetWorks to be relevant to the Software and its use within the scope of CUSTOMER's operations. 6) Transmission
All Revisions and New Products will be made available for download by the CUSTOMER via access to the AssetWorks website or other suitable media, at the option of AssetWorks. The CUSTOMER shall be solely responsible for executing the appropriate instructions in order to transfer the Revisions or New Products onto to its system.
7) Remote Diagnostic Access
The CUSTOMER shall provide appropriate remote access capabilities with which AssetWorks may, with the permission of the CUSTOMER, remotely access the Software for the purpose of remote diagnostics and support. 8) Proper Use
a. Except as expressly authorized under this Agreement, CUSTOMER shall not modify the Source Code as defined in the Software License Agreement.
b. The CUSTOMER agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused or modified without the express written permission of AssetWorks. c. In the event that the CUSTOMER or its agents misuses or modifies the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software, although AssetWorks is not obligated to correct such misuse, AssetWorks shall be entitled to attempt to correct the situation, if possible, at CUSTOMER'S expense. d. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the CUSTOMER, relates to problems not caused by a Deviation in the Software, such assistance shall be at the CUSTOMER's expense.

Exhibit B -- Page 146
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5.G.b
Packet Pg. 650 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Maintenance Agreement Page 10
9) Software Maintenance Fee – Paid Up License
In consideration of the Maintenance services to be provided by AssetWorks for the initial twelve month period hereunder, CUSTOMER shall pay to AssetWorks an amount set forth on Exhibit A. For each twelve month period thereafter, CUSTOMER will pay to AssetWorks fees in accordance with this Agreement. 10) Additional Software Maintenance Fee – Paid Up License In the event the CUSTOMER acquires Software in addition to that indicated in Schedule 1 of the Software License Agreement (the "Additional Software"), the Maintenance shall automatically be extended to cover the Additional Software, and the CUSTOMER shall pay an additional annual Maintenance fee in an amount equal to twenty percent (20%) of the then current license fee for the Additional Software at the time of acquisition. 11) Other Fees and Expenses
If onsite maintenance is required, CUSTOMER will pay reasonable travel and living expenses of AssetWorks’ employees or agents, which shall be billed and paid as the expenses are incurred. 12) Payment Terms
e. Annual payments for Maintenance will be due in advance of the commencement of the initial one-year term of the Maintenance and each anniversary thereafter. a. AssetWorks reserves the right to change the annual Maintenance fee by providing CUSTOMER written notice of the increase at least thirty (30) days prior to any scheduled renewal date. b. AssetWorks reserves the right to apply a late payment charge of 1.5% per month to amounts outstanding more than thirty (30) days after the date of the invoice. 13) Default and Termination
a. The CUSTOMER shall have the right to terminate Maintenance upon delivery of written notice at least ninety (90) days prior to any scheduled renewal date.
b. AssetWorks may cancel Maintenance in the event that the CUSTOMER does not implement a Mandatory Revision within sixty (60) days of receipt thereof or such longer period as AssetWorks may consent to in writing. In the event that CUSTOMER does not implement a Mandatory Revision within thirty (30) days following receipt of written notice from AssetWorks of CUSTOMER’s failure to implement a Mandatory Revision, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the CUSTOMER.
c. In the event of any breach of the terms and conditions of this Agreement by the CUSTOMER, AssetWorks will, by written notice to the CUSTOMER, give the CUSTOMER a period of thirty (30) days within which to institute remedies to correct such breach. In the event that such breach has not been corrected to AssetWorks’ satisfaction within said thirty (30) day period, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the CUSTOMER. d. In the event that Maintenance is terminated by AssetWorks, AssetWorks shall have no continuing obligations to the CUSTOMER of any nature whatsoever with respect to Maintenance. Furthermore, termination by AssetWorks pursuant to the provisions hereof shall be without prejudice to any right or recourse available to AssetWorks, and without prejudice to AssetWorks’ right to collect any amounts, which remain due to it hereunder.

Exhibit B -- Page 147
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Packet Pg. 651 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Maintenance Agreement Page 11
14) Limitation of Liability
a. In the event of any claim brought by one party against another hereunder, a party will be liable only for actual, direct losses or damages incurred (including cost of cover), limited to the amount of fees paid to AssetWorks for maintenance services; provided, the claiming party shall be obliged to take reasonable steps to mitigate its losses or damages.
b. Irrespective of the basis or theory of the claim, neither party will be liable for any special, punitive, exemplary, indirect, incidental or consequential damages of any kind, including, without limitation, lost profits or loss of data, even if it has been advised of the possibility of such damages. 15) General Terms
a. Neither AssetWorks nor CUSTOMER will assign or transfer its interest in this Agreement or any Attachment without the prior written consent of the other party. b. All provisions of this Agreement, which by their nature should survive termination of this Agreement, will so survive.
c. No delay or failure by either party to exercise any right hereunder, or to enforce any provision of this Agreement will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. To be valid, a waiver must be in writing, but need not be supported by consideration. d. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision will be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement will not be affected. e. This Agreement, including its interpretation and enforcement, will be governed by the substantive laws of the State of Delaware excluding its conflict of laws rules. f. Any communication or notice hereunder must be in writing, and will be deemed given and effective: (i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when delivered by overnight express; or (iv) three (3) days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices. Each party's address for notices is stated below. Such address may be changed by a notice delivered to the other party in accordance with the provisions of this Section.

AssetWorks LLC CUSTOMER:
998 Old Eagle School Rd. - Suite 1215 __________________ Wayne, PA 19087 __________________
Attn: John Hines Attn.:

Copy to: Copy to:

Director of Contracts ____________________
AssetWorks, Inc. ____________________
998 Old Eagle School Rd. - Suite 1215 __________________ Wayne, PA 19087 ____________________
Exhibit B -- Page 148
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5.G.b
Packet Pg. 652 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Maintenance Agreement Page 12
g. In the event of any dispute arising in the performance of this Agreement, AssetWorks and the CUSTOMER will seek to resolve such dispute through good faith, amicable discussions and negotiations. In any action at law or in equity to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the court.

Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs.
h. Neither party will be liable for any failure to perform or any delay in performing any of its obligations hereunder when such failure or delay is due to circumstances beyond its reasonable control and without its fault (Force Majeure), including, without limitation, any natural catastrophe, fire, war, riot, strike, or any general shortage or unavailability of materials, components or transportation facilities, or any governmental action or inaction. Upon the occurrence of such event of Force Majeure, the affected party will immediately give notice to the other party with relevant details, and will keep the other party informed of related developments.
i. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral, and all prior written, negotiations, commitments and understandings of the parties relating to the subject matter hereof. This Agreement may not be modified except by a writing executed by both parties.

IN WITNESS WHEREOF, the parties hereto, intending to be liable bound, have entered into this Agreement, effective as of the Effective Date.

CUSTOMER AssetWorks LLC
By: ____________________________ By:___________________________ Name: _____________________________ Name: ________________________ Title: _______________________________ Title:___________________________ Date: _______________________________ Date:___________________________ Exhibit B -- Page 149
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Packet Pg. 653 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Software Maintenance Agreement Page 13
Exhibit A
Maintenance Fees:

Exhibit B -- Page 150
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 654 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

HARDWARE PURCHASE, SOFTWARE LICENSE

AND SERVICE AGREEMENT
This Hardware Purchase, Software License, and Service Agreement (“Agreement”) is made as of the __________ (“Effective Date”) by and between AssetWorks LLC, a Delaware limited liability corporation with offices at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 (“AssetWorks”) and ___________ with offices at _____________ (“CUSTOMER”). The parties hereby mutually agree to the following terms and conditions:

1. Purpose. As set forth in this Agreement, AssetWorks will be providing CUSTOMER with hardware, software and services for a telematics solution for CUSTOMER to obtain data pursuant to Global Positioning Satellite (GPS) tracking, routing, dispatching, and engine diagnostics for use by CUSTOMER’s Fleet Services.

2. Hardware. AssetWorks will sell and CUSTOMER will purchase the hardware set forth on Schedule 1 (“Hardware”).
a. Pricing for the Hardware is set forth in Schedule 1. b. AssetWorks will invoice for the Hardware when shipped. Invoices are due thirty (30) days after date of invoice.
c. AssetWorks will pass through the warranty for the Hardware from the third party manufacturer of the Hardware, for the Hardware manufactured by Networkfleet, the hardware warranty is set forth in Schedule 2.

3. AssetWorks Software. AssetWorks will provide CUSTOMER the Telematics Module and Networkfleet Connector Module (“AssetWorks Software”) for its proprietary software, Fleet Focus.
a. AssetWorks grants CUSTOMER a limited license to use the AssetWorks Software as long as the subscription fees for the Networkfleet service are paid by CUSTOMER.

For clarity, the CUSTOMER's license for the AssetWorks Software will terminate upon termination of the Networkfleet Software subscription. b. Except as expressly provided in this provision, CUSTOMER’s license will be subject to Software License Agreement number ____________ between CUSTOMER and AssetWorks.

4. Networkfleet Software. AssetWorks will provide CUSTOMER with a subscription to Networkfleet software (“Networkfleet Software”) as set forth in Schedule 3. a. Networkfleet Software is subject to the terms and conditions set forth in Schedule 2. b. Fees will be invoiced monthly in advance. Invoice are due thirty (30) days after the date of invoice.

5. Term. The Term of the Agreement shall commence as of the Effective Date and shall continue for one year (“Initial Term”) unless terminated earlier as set forth below. At the end of the Initial Term, the Agreement shall automatically renew for successive one-year terms unless or until either party provides the other party with written notice of nonrenewal at least ninety (90) days prior to the end of the then current term.

6. Termination and Early Termination Fee.
a. During the first year and thereafter, either party may terminate this Agreement for default by the other party upon thirty (30) days written notice of the default and intent to terminate, provided however, that the default is not cured within the thirty (30) day period.
b. After the first year, either party may terminate this Agreement by providing at least ninety (90) days prior written notice to the other. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for Exhibit B -- Page 151
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 655 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First rights of action accruing prior to termination, payment obligations and any obligations that expressly or by implication are intended to survive termination. c. If CUSTOMER terminates this Agreement other than under subsection 6a during the first year, CUSTOMER will pay the balance of fees due for the Networkfleet Software for that twelve month period as an early termination fee.

7. PROPRIETARY RIGHTS. AssetWorks and any of its third party licensors will retain exclusive ownership in all deliverables created by AssetWorks hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by AssetWorks under this Agreement.

AssetWorks and any of its third party licensors will also retain all intellectual property rights with respect to the tools and/or software that AssetWorks uses to deliver the services. Subject to payment in full for the applicable Services, AssetWorks grants CUSTOMER a perpetual, non-exclusive, non-transferable, royalty-free right to use the deliverables solely for Customer’s internal use.

8. Limitation of liability
a. In the event of any claim brought by one party against another hereunder, a party will be liable only for actual, direct losses or damages incurred, limited to the amount of fees for which AssetWorks contracted under the quote that is the subject of the claim provided, the claiming party shall be obliged to take reasonable steps to mitigate its losses or damages.
b. Irrespective of the basis of the claim, neither party will be liable for any special, punitive, exemplary, indirect, incidental or consequential damages of any kind, including, without limitation, lost profits or loss of data, even if it has been advised of the possibility of such damages.

Accepted by CUSTOMER:

Signature
Name
Title
Date
Accepted by AssetWorks LLC:

Signature
Name
Title
Date
Exhibit B -- Page 152
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5.G.b
Packet Pg. 656 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Schedule 1
Hardware and Hardware Pricing
Exhibit B -- Page 153
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 657 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First SCHEDULE 2

NETWORKFLEET STANDARD TERMS AND CONDITIONS
This Schedule is incorporated into and constitutes a material part of the Agreement between CUSTOMER and AssetWorks to which this Schedule is attached. When used in the Schedule, capitalized terms not defined elsewhere in this Schedule have the meanings set forth in Section 13 below.

1. NETWORKFLEET DEVICE AND SERVICES. During the Term and subject to the terms of the Agreement, AssetWorks will (i) sell CUSTOMER the Networkfleet Devices ordered by CUSTOMER, (ii) grant to CUSTOMER a nonexclusive, non-transferable license to use the firmware and software included in the Device solely for use as provided in the Agreement, and (iii) grant to CUSTOMER a non-exclusive, nontransferable license to access and use that portion of the Networkfleet Website designated by Networkfleet for use by CUSTOMER.

2. LIMITATIONS. Without limiting the generality of Section 1, CUSTOMER will not, directly or through others: (i) market, license, distribute, transfer or otherwise commercially exploit the Networkfleet Items; (ii) modify the Networkfleet Items or Networkfleet Website; (iii) disassemble, reverse engineer or decompile the Networkfleet Items or Networkfleet Website or prepare derivative works of the Networkfleet Items or Networkfleet Website or attempt to discover any portion of the source code or trade secrets related to the Networkfleet Items or Networkfleet Website; or (iv) remove, obscure or alter any notice of copyright, trademark or other proprietary right appearing in the Networkfleet Items or Networkfleet Website.

3. DELIVERY AND ACCEPTANCE. AssetWorks will deliver to CUSTOMER the Devices that CUSTOMER order hereunder FCA carrier through a common carrier and the risk of loss for such Devices will pass to CUSTOMER upon delivery to the common carrier. CUSTOMER shall have ten (10) days after delivery to inspect the Devices for any damage during shipping. Any Device not rejected within that period will be deemed accepted by CUSTOMER.

4. INSTALLATION. If included in Schedule 3, Networkfleet, as AssetWorks’s subcontractor, will install the purchased Device in the applicable Vehicle in one of the Device installation locations designated by Networkfleet. Upon acceptance of CUSTOMER’s order for Device installation services, Networkfleet will use commercially reasonable efforts to coordinate with CUSTOMER to schedule and complete the installation of the Devices during normal working hours within thirty (30) days of the purchase date of the applicable Device. Additional fees may apply for any installation that involves more work than is standard. CUSTOMER acknowledges and agrees that installation of the Device may involve drilling holes, rewiring and other similar alterations to the Vehicle and that Networkfleet nor Buyer has no obligation to restore CUSTOMER’s Vehicle after the removal of the Device.

5. LIMITED WARRANTY. AssetWorks will pass through to CUSTOMER Networkfleet’s limited warranty. As detailed in that warranty, (a) Networkfleet warrants to CUSTOMER that Devices (other than an Asset Tracker device) which were purchased new from Networkfleet or from AssetWorks by CUSTOMER on or after April 1, 2013 will be free from defects in material and workmanship that prevent the Device from functioning in accordance with its specifications for the entire period of CUSTOMER’s ownership of such Device, provided however, Networkfleet will have no obligation with respect to such warranty at any time CUSTOMER has a past due balance for unpaid Fees. Networkfleet warrants to CUSTOMER that Devices which were purchased new from Networkfleet or AssetWorks by CUSTOMER between May 1, 2010 and March 31, 2013 will be free from defects in material and workmanship that prevent the Device from functioning in accordance with its specifications for a period of three (3) years following the initial activation of such Device.
(b) Networkfleet warrants to CUSTOMER that Asset Tracker devices (excluding the battery) which have been purchased new from Networkfleet or AssetWorks by CUSTOMER will be free from defects in material and workmanship that prevent the device from functioning in accordance with its specifications for a period of three (3) years following the initial activation of such device.

Exhibit B -- Page 154
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5.G.b
Packet Pg. 658 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First (c) Networkfleet warrants to CUSTOMER that all accessories which are purchased new from Networkfleet by Customer will be free from defects in material and workmanship that prevent them from functioning in accordance with their specifications for a period of one (1) year from the date of shipment. (d) Networkfleet warrants to CUSTOMER that installation services provided by Networkfleet or its authorized subcontractors will be free from defects in workmanship for a period of one (1) year following completion of such installation services. To the extent CUSTOMER purchases an extended installation warranty, Networkfleet warrants to CUSTOMER that any extended warranty installation services shall be free from defects in workmanship for the entire period of CUSTOMER’s uninterrupted use of the Device pursuant to this Agreement subject to such installation service, provided however, Networkfleet will have no obligation with respect to such extended installation warranty at any time CUSTOMER has a past due balance for unpaid Fees.
(e) Warranty claims must be made by notifying AssetWorks in writing promptly after Customer learns of the facts supporting a warranty claim. Subject to the Exclusions below and the provisions of Networkfleet's then-current applicable warranty policy, Networkfleet will, at its discretion, either repair or replace any non-complying Device with a Device of equivalent functionality, and, if applicable, remedy any defects in the installation of the Device.
(f) THE REMEDIES IN THIS SECTION ARE NETWORKFLEET’S ONLY OBLIGATION AND CUSTOMER’S ONLY REMEDY FOR BREACH OF ANY WARRANTY.

EXCLUSIONS. The Limited Warranty and Support Services provided by Networkfleet do not include repair, replacement or correction of any defect, damage or malfunctions caused by: (i) for installation not performed by Networkfleet or its authorized subcontractors, failure to properly install the Devices as described in the Networkfleet installation guides; (ii) accident, negligence, theft, vandalism, operator error, misuse or acts of God; (iii) failure of the facilities Customer uses to access the Networkfleet Website or failure to conform to Networkfleet specifications; (iv) modifications, attachments, repairs or unauthorized parts replacements performed by Customer or any third party not authorized by Networkfleet; or (v) use by Customer of hardware or software not provided or approved by Networkfleet.

Customer will be responsible for the cost of Support Services provided by Networkfleet caused by any of the foregoing.

DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED DEVICE AND INSTALLATION

WARRANTY SET FORTH IN THIS SECTION, NEITHER ASSETWORKS OR NETWORKFLEET MAKE

ANY WARRANTY OR GUARANTEE OF ANY KIND WITH RESPECT TO THE DEVICES AND THE NETWORKFLEET SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,

ASSETWORKS AND NETWORKFLEET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND ANY

IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NEITHER ASSETWORKS NOR NETWORKFLEET WARRANTS THAT THE

RECEIPT OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM THE DEVICES WILL BE AVAILABLE AT ALL TIMES, AT ALL GEOGRAPHIC LOCATIONS, UNINTERRUPTED OR ERRORFREE, OR THAT THE TRANSMISSION OF DATA, MAPPING INFORMATION, AND OTHER CONTENT

FROM NETWORKFLEET TO CUSTOMER OR TO THE CUSTOMER WEBSITE PAGES WILL ALWAYS BE ACCURATE, TIMELY OR COMPLETE.

6. PROPRIETARY RIGHTS. CUSTOMER may not acquire any right or interest in the Marks by virtue of the Agreement. CUSTOMER acknowledge and agree that the Networkfleet Items and the Networkfleet Website include Proprietary Rights and Marks of Networkfleet and its licensors, and that Networkfleet and its licensors retain title to and ownership of those Proprietary Rights and Marks. Without limiting the generality of the foregoing, CUSTOMER acknowledges that the Networkfleet Items and Networkfleet Website may include materials that are proprietary and the subject of copyright protection, database right protection and other intellectual property rights owned by Tele Atlas or its suppliers, that CUSTOMER’s use of such material is subject to the terms of the Agreement and the applicable Tele Atlas license agreement and that any unauthorized copying or disclosure of such material may lead to criminal and civil liabilities. Title to and ownership of the Proprietary Rights or Marks in any and all improvements, modifications, fixes or enhancements made by or for us to the Networkfleet Items or the Networkfleet Exhibit B -- Page 155
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA

5.G.b
Packet Pg. 659 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Website, regardless of whether such items or services are created or suggested by CUSTOMER, remains with Networkfleet and its licensors. CUSTOMER have no property right in any telephone number assigned to CUSTOMER by or through Networkfleet, and understand that any such number can be changed by Networkfleet or its provider from time to time. CUSTOMER will not copy, modify, reverseengineer, dissemble, or decompile any software or firmware included in any Device or the Networkfleet Website or otherwise provided to CUSTOMER by or on behalf of Networkfleet, and will not disclose such software or provide access to the Devices, such software or any Services to any third party for such a purpose.

7. LIMITATION OF LIABILITY. (a) NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL,

SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF THAT PARTY IS INFORMED THAT THOSE DAMAGES MAY OCCUR. NETWORKFLEET'S

CUMULATIVE LIABILITY UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY

SHALL NOT EXCEED THE AMOUNT PAID TO NETWORKFLEET UNDER THE AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE LIABILITY ACCRUES FOR A CLAIM. TIlE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING UNDER SECTION 7 (PROPRIETARY RIGHTS), SECTION 10 (INDEMNIFICATION), AND SECTION 11 (CONFIDENTIALITY).
(b) NETWORKFLEET IS NOT RESPONSIBLE FOR DELAYS IN DELIVERY, INSTALLATION OR PROVIDING THE SERVICES, NO MATTER WHO CAUSED THE DELAY. CUSTOMER

ACKNOWLEDGES THAT THE DEVICE IS A WIRELESS DEVICE AND THAT THE DEVICES AND THE

NETWORKFLEET SERVICE ARE DEPENDENT ON THE COVERAGE AREAS AND SERVICE OF WIRELESS NETWORKS OWNED AND OPERATED BY THIRD PARTIES. OPERATION AND THE

FUNCTIONALITY OF THE DEVICES AND THE NETWORKFLEET SERVICE DEPEND ON SUCH

COVERAGE AND WIRELESS SYSTEM AVAILABILITY AND CAPACITY AND MAY BE ADVERSELY

AFFECTED BY TERRAIN, SIGNAL STRENGTH, WEATHER AND ATMOSPHERIC CONDITIONS, ACTS OF GOD, AND OTHER CONDITIONS BEYOND NETWORKFLEET'S REASONABLE CONTROL.

CUSTOMER UNDERSTANDS AND AGREES THAT NETWORKFLEET AND THE UNDERLYING

CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND SHALL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO CUSTOMER’S USE OF THE NETWORKFLEET SERVICE. WHILE NETWORKFLEET ENDEAVORS TO PROVIDE ACCURATE, UPTO-DATE DATA, DATA NETWORKFLEET COLLECTS FROM THE DEVICES INSTALLED IN

VEHICLES MAY, AT TIMES, CONTAIN ERRORS, DEFECTS, DEFICIENCIES OR TECHNICAL INACCURACIES, AND MAY BE CHANGED OR UPDATED BY NETWORKFLEET WITHOUT NOTICE.

8. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 5 ABOVE, THE DEVICES AND THE SERVICES ARE PROVIDED BY SELLER AND NETWORKFLEET ON AN "AS-IS" BASIS TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW. NETWORKFLEET AND SELLER DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF

ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF

NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY

IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR

USAGE OF TRADE, AS TO THE DEVICES AND THE SERVICES, DATA (INCLUDING ITS ACCURACY AND AVAILABILITY) COLLECTED AS PART OF THE SERVICES. NETWORKFLEET DOES NOT

WARRANT THAT THE RECEIPT OF DATA, MAPPING INFORMATION, AND OTI IER CONTENT FROM

THE DEVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE TRANSMISSION OF

DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM NETWORKFLEET TO CUSTOMER, OR THE NETWORKFLEET WEBSITE WILL ALWAYS BE TIMELY OR COMPLETE. SELLER AND

NETWORKFLEET DO NOT REPRESENT OR WARRANT THAT THE NETWORKFLEET WEBSITE OR

ANY SOFTWARE PROVIDED TO CUSTOMER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, CUSTOMER SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE

TO DETECT AND DISINFECT VIRUSES ARISING FROM THE NETWORKFLEET WEBSITE OR ANY SUCH SOFTWARE.

9. INDEMNIFICATION. (a) CUSTOMER will defend, indemnify and hold harmless Networkfleet and its wireless servicer carriers, licensors and third party suppliers, and the officers, employees, and agents Exhibit B -- Page 156
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Packet Pg. 660 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First of each against any and all third party claims and all associated damages, suits, proceedings, liens, penalties, liabilities award or expense (including reasonable attorney's fees)resulting from (i) CUSTOMER’S breach of the Agreement; (ii) a claim that CUSTOMER or CUSTOMER’s personnel violated applicable state or federal laws or regulations in CUSTOMER’s possession or use of the Devices, the Networkfleet Service or the Networkfleet Website; or (iii) a claim for any property damage, personal injury or death arising in any way, directly or indirectly, CUSTOMER’s use, failure to use, or inability to use the Devices, the Networkfleet Service or the Networkfleet Website except to the extent such claims was caused by Networkfleet’s gross negligence or willful misconduct. CUSTOMER will allow Networkfleet to participate with its own counsel in the defense of the claim at Networkfleet’s own expense; however nothing herein shall limit the right of CUSTOMER to control the defense. If CUSTOMER fail to defend in a reasonably timely manner with competent counsel reasonably satisfactory to Networkfleet, then Networkfleet shall have the right to defend or settle such claim. (b) Networkfleet shall defend, indemnify and hold harmless CUSTOMER against any third party claims, and all associated damages, suits, proceedings, liens, penalties, liabilities, awards or expenses, to the extent that such claims allege that Networkfleet Items infringe such third party's intellectual property rights; provided, however, that Networkfleet's obligations hereunder shall not apply if and to the extent that the infringement or alleged infringement is caused by or otherwise results from (i) the use of the Networkfleet Items other than as specifically authorized by Networkfleet, (ii) the combination or use of the Networkfleet Items with non-Networkfleet products or services, including, but not limited to, CUSTOMER’s products and services, or (iii) any acts or omissions of CUSTOMER or any other third party; and provided further, that CUSTOMER give Networkfleet written notice of the third party claim within five (5) business days after receiving notice of the claim and permits Networkfleet to control, and cooperates with Networkfleet in, the defense of such claim and any related settlement negotiations. Networkfleet shall permit CUSTOMER to participate with its counsel in the defense of the claim at its own expense; however, nothing herein shall limit Networkfleet's right to control the defense.

10.CONFIDENTIALITY. Each party reserves any and all right, title and interest (including, without limitation, any Proprietary Rights) that it may have in or to any Confidential Information that it may disclose to the other party under the Agreement. The Recipient will protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Recipient knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser. This paragraph will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with the Recipient's performance of its obligations or exercise of its rights under the Agreement or any other agreement between the parties; (b) any use or disclosure required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof (e.g., so as to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure); or (c) any use or disclosure made with the consent of the Discloser. The parties further agree that any obligations to protect Confidential Information set forth herein shall survive termination of the Agreement for a period of three (3) years from the termination of the Agreement, except that as to any Confidential Information deemed a "trade secret" under applicable law, such obligations shall continue for so long as such information is deemed a trade secret.

11.MODIFICATIONS; WEBSITE MAINTENANCE. Networkfleet may alter or modify all or part of the Networkfleet Items and the Networkfleet Website from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, information, products, services, software or changes in instructions. In an effort to ensure a responsive and efficient platform and service for its customer base, Networkfleet reserves the right to perform scheduled maintenance for the Networkfleet Service and Networkfleet Website from time to time. This may include application and database maintenance as well as general website maintenance and may or may not involve Networkfleet Website and Networkfleet Service unavailability.

Exhibit B -- Page 157
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Packet Pg. 661 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

12.DATA. CUSTOMER represents and warrants that CUSTOMER represent and warrant that CUSTOMER, has all rights and authority with respect to the data CUSTOMER acquires and transmits through the Networkfleet Items and Networkfleet Website ("Business Data") necessary to grant the rights and approvals set forth in the Agreement and that CUSTOMER approves and grants to AssetWorks to approve and grant to us, the nonexclusive, nonterminable license and right to collect, access, and use Business Data from CUSTOMER’s Devices, and to access, copy, and use the Business Data in the course of performing the Services and to analyze, measure, and optimize the performance of Devices and Services and new offerings for CUSTOMER and others and for other purposes of Networkfleet, including the development of data products for sale, licensing and distribution to third parties. Except as may be required under applicable law, Networkfleet will not disclose or distribute Business Data that is CUSTOMER’s Confidential Information to a third party in a form that permits identification of CUSTOMER. Please refer to Networkfleet’s Privacy Policy for additional information on how it collects, uses and discloses personal information from CUSTOMER.

13.DEFINITIONS. When used in the Agreement and not defined elsewhere herein, the following terms shall have their respective meanings as set forth below:
"Acceptable Use Policy" means the terms and conditions governing use of the Networkfleet Service and access to the Networkfleet Website, as such may be amended from time to time by Networkfleet upon thirty (30) days' advance written notice to Reseller. The Acceptable Use Policy in effect as of the date of the Agreement is set forth in www.networkfleet.com.
"Device" means the Networkfleet wireless device designed for use with the Networkfleet Service and identified in Attachment B.
"Discloser" means a party that discloses any of its Confidential Information to the other party. "Fees" mean the Device purchase prices, Device shipping fees, Device installation fees, the Networkfleet Service fees and the other fees payable by Buyer.
"Marks" means the names, trademarks, trade names, drawings, logos and symbols which Networkfleet uses to promote and identify the Devices and which Networkfleet authorizes Reseller to use under the Agreement.
"Networkfieet Items" means the Networkfleet Service and Devices. "Networkfieet Service" means the services offered by Networkfleet to: (a) collect diagnostic and/or location information from a Vehicle using a Device which is installed in that Vehicle; (b) analyze, deliver and post the information to the Networkfleet Website; (c) notify the vehicle owner and a designated third party by e-mail of certain events or information; and (d) access and use of the Networkfleet Website, the DataConnect Service and/or any other service offered by Networkfleet. "Networkfieet Website" means web pages within the Networkfleet website currently located at www.networkfleet.com designated by Networkfleet for use by CUSTOMER. "Privacy Policy" means the privacy policy governing Networkfleet's and its personnel's use of the personally identifiable data obtained from its customers and the Networkfleet Website, as such may be amended from time to time by Networkfleet. The Privacy Policy in effect as of the date of the Agreement is set forth in www.networkfleet.com.
"Proprietary Rights" means any patent, copyright, trademark, service mark, trade dress, trade name, corporate name, proprietary logo, trade secret or other intellectual property right. "Services" means the Networkfleet Service, Device installation services, the Support Services and the other services provided by Networkfleet to CUSTOMER as a subcontractor of AssetWorks. "Support Services" means the technical support and other services provided by Networkfleet. "Vehicle" means an on-road vehicle, off-road vehicle and/or stationary equipment owned or under the control of CUSTOMER.

14. Technical Assistance. Networkfleet will provide CUSTOMER with reasonable amounts of consultation and technical assistance via telephone or email during normal working hours and assist in diagnosing the problem with the Devices or Networkfleet Service. Networkfleet will use commercially reasonable efforts to correct errors or malfunctions in those Devices or the Networkfleet Service to enable those Devices and those Networkfleet Service to perform the functions described in the applicable Networkfleet operating manuals as soon as practicable after notification of such error or mal function. If a Device CUSTOMER acquired from Networkfleet is diagnosed as non-functioning, Networkfleet will repair or replace non-functioning components. If, in Networkfleet’s sole determination, a Device is Exhibit B -- Page 158
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Packet Pg. 662 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First deemed unrepairable, then Networkfleet will send a replacement unit to CUSTOMER in accordance with Networkfleet’s then-effective policy and procedures. All nonfunctioning Devices replaced by Networkfleet will become the property of Networkfleet.

15.A minimum twelve (12) month service term is required for each Device unit. The monthly service fee is set forth in the pricing.

Exhibit B -- Page 159
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Packet Pg. 663 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First Schedule 3
Pricing for Networkfleet Service
Pricing for Networkfleet Installation Services
Exhibit B -- Page 160
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Packet Pg. 664 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 1 | Page
09 August 2018
City of Santa Monica
Public Works Department
Street & Fleet Services Division
2500 Michigan Ave, Bldg. 6
Santa Monica, CA 90404
Attn: Rathnakar Reddy
Email: [email protected]
RE: Request for Proposal: Fleet Asset Management System with Telematics Solution Dear Mr. Rathnakar:

AssetWorks LLC is pleased to present its Best and Final Offer dated 09 August 2018 to City of Santa Monica for a Fleet Asset Management System (‘FAMS’) with a Telematics Solution.

The following Best and Final Offer includes the option to purchase based on the AssetWorks negotiated pricing agreement with Sourcewell, formally known as National Joint Powers Alliance (NJPA), Contract # 022217-AWI. If applicable, the City may also purchase the AssetWorks Fleet Asset Management System with Telematics Solution from GSA Contract #: GS-35F-317GA. GSA pricing is available at https://www.gsaelibrary.gsa.gov/.

Upon acceptance, the contract pricing, rates and terms and conditions will govern this proposal. The enclosed Pricing Proposals and the Statement of Work provided in the AssetWorks Response dated 12 April 2018 details all items and all deliverables as per the proposed project.

Please take a moment to review the enclosed information, and if you have any questions, please contact your sales manager who is authorized to make representations on behalf of AssetWorks:

Tyler Beaty, National Sales Executive
Tel: 916.230.4458/ Email: [email protected]
I, John H. Hines III, as President of AssetWorks LLC confirm the enclosed pricing to be valid for 60 days from 09 August 2018. I further confirm I am authorized to enter the corporation into any subsequent agreements.

Sincerely,
John H. Hines III
President
Exhibit B -- Page 161
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Packet Pg. 665 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 2 | Page
Perpetual License
The FleetFocus product includes the base system plus optional modules. The AssetWorks method of licensing product is based on the number of active equipment units managed with the software.

AssetWorks is proposing the below recommended modules based on other customers similar in size and scope to the City of Santa Monica, plus several other modules based on the needs identified within the RFP, including Motor Pool operations and reservations. Modules are licensed at a rate which is based on a percentage of the core license. Modules may be licensed independently, and should there be a need, modules may be added/removed as necessary. Consult with your account manager to ensure all modules meet the city’s specific needs.

The fees for a perpetual software license and applicable modules for 900 vehicle assets and 2,700 component assets is as follows:

Description QTY UNIT PRICE Line Total
FleetFocusFA Standard License 900.00 USD 36.90 USD 33,210.00 Reporting Module 900.00 USD 1.85 USD 1,665.00
Motor Pool Module 900.00 USD 3.69 USD 3,321.00
Motor Pool Reservations Module 900.00 USD 1.85 USD 1,665.00 Shop Activity Module 900.00 USD 3.69 USD 3,321.00
Customer Access Module 900.00 USD 1.85 USD 1,665.00
KPI/Dashboards Module 900.00 USD 1.85 USD 1,665.00
MAXQueue Integration Module 900.00 USD 1.62 USD 1,458.00 Crystal Reports Server OEM Edition - with 1x report writer 1.00 USD 2,900.00 USD 2,900.00 License Subtotal: USD 50,870.00
CA Sales Tax 10.25%: USD 5,214.18
License TOTAL: USD 56,084.18
Software Maintenance
Software Maintenance for AssetWorks software is based on a rate of 20% of the non-discounted licensed software as noted above. This is the yearly reoccurring cost invoiced in advance. The software licenses and the first year of maintenance are invoiced at time purchase order is received. We have provided a five-year example of these cost for reference.

FleetFocus FA Software Licenses – Maintenance (year 1)
Description Line Total
Annual Software Maintenance USD 12,325.00
Exhibit B -- Page 162
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Packet Pg. 666 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 3 | Page
Year 2 - 4 Maintenance Schedule
Description Line Total
Annual Software Maintenance (year 2) USD 12,941.25
Annual Software Maintenance (year 3) USD 13,588.31
Annual Software Maintenance (year 4) USD 14,267.73
Annual Software Maintenance (year 5) USD 14,981.11
Professional Services (Implementation)
Below is a cost summary of the Professional Services. A statement of work and detailed project plan was also provided in our response. Professional services costs includes set up fees for two-way interfaces for EJ Ward and Trapeze EAM fuel systems.

Professional Services (Implementation)
Description Line Total
Project Management Services USD 13,940.00
Software Installation USD 1,640.00
System Setup Services USD 6,560.00
System Configuration Services USD 12,300.00
Data Conversion Services USD 18,040.00
Fuel Interface EJWard to FA USD 6,560.00
Fuel Interface Trapeze EAM to FA USD 6,560.00
Asset Interface FA to EJWard USD 9,840.00
Asset Interface FA to Trapeze EAM USD 9,020.00
Testing Services USD 2,460.00
Training Services USD 7,380.00
Go Live Support Services USD 9,840.00
Travel Costs USD 6,000.00
Services TOTAL: USD 110,140.00
Licenses, Year 1 Maintenance, & Professional Services TOTAL: USD 178,549.18 Exhibit B -- Page 163
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Packet Pg. 667 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 4 | Page
Optional - Hosting Services
For customers that license FleetFocus and contract for software maintenance, AssetWorks offers optional hosting services where the customer’s licensed software is installed and hosted from the AssetWorks data center located in Wayne, PA. This option eliminates the need for customer provided IT support, database management licensing, server hardware and operating system software.

Monthly on-line service fees are calculated based on the actual number of active equipment units maintained in the system. There is no limitation on the number of users. The proposed fees are based on a minimum term of 60 months.

Hosting Environment Start-up Fees (One Time Fees billed upon contract execution) FleetFocus Server Setup and Configuration $5,000.00
FleetFocus Reporting Database Configuration $2,500.00
Please note that the above fees are in lieu of the FleetFocus installation fees in the professional services section provided with the Statement of Work
Exhibit B -- Page 164
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Packet Pg. 668 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 5 | Page
Telematics – Active GPS
Kindly refer to the AssetWorks Response dated 12 April 2018 for Best and Final Offer Telematics - Passive GPS
Kindly refer to the AssetWorks Response dated 12 April 2018 for Best and Final Offer Optional – FuelFocus Fuel Management System (FMS)
The FuelFocus Fuel Management System (FMS) is a comprehensive fuel management package providing automated fuel dispensing for fleet operations. FuelFocus is the Trapeze EAM fuel management solution currently deployed by the Big Blue Bus Department.

If the City selects the FuelFocus system for its Public Works Department, the EJ Ward interface including in the above pricing and Statement of Work would not be needed, as FuelFocus would replace the EJ Ward system.

The pricing quoted below is based six (6) fuel sites, a subset of your total fuel sites. In order to provide a complete and accurate quote for deploying FuelFocus across all of your fuel sites, AssetWorks will come onsite and complete an inspection of all of the City’s fuel sites. This service is provided at no cost to the City.

FuelFocus Licenses
Description QTY UNIT PRICE Line Total
FuelFocus ICU License 6.00 USD 2,906.48 USD 17,438.88
Veeder Root Integration License 6.00 USD 1,419.84 USD 8,519.04 License Subtotal: USD 25,957.92
CA Sales Tax 10.25%: USD 2,660.69
License TOTAL: USD 28,618.61
FuelFocus License Annual Maintenance
Description Line Total
Annual Software Maintenance (Year 1) USD 5,191.58
Maintenance TOTAL: USD 5,191.58
Exhibit B -- Page 165
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Packet Pg. 669 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 6 | Page
FuelFocus Hardware
Description QTY UNIT PRICE Line Total
FuelFocus Controller - Wireless - 2 Hose RFC1500 2.00 USD 10,375.99 USD 20,751.98 FuelFocus Controller - Wireless - 4 Hose RFC2500 4.00 USD 13,576.06 USD 54,304.24 FJ3 WAF Box Hi Power w/ mast 6.00 USD 862.50 USD 5,175.00 Front Panel Option - HID 6.00 USD 387.89 USD 2,327.34
UPS Power Conditioner 6.00 USD 109.82 USD 658.92
Omron DPST-NO Relays 18.00 USD 25.73 USD 463.14
Omron Base 18.00 USD 17.12 USD 308.16
Nozzle Transponders - Universal FJ3 20.00 USD 395.37 USD 7,907.40 Fuel Shipping Costs 1.00 USD 125.00 USD 125.00
Fuel Hardware Subtotal: USD 92,021.18
CA Sales Tax 10.25%:: USD 9,432.17
Hardware TOTAL: USD 101,453.35
FuelFocus Services
Description Line Total
Project Kickoff & Orientation USD 820.00
Hardware Installation Services USD 11,480.00
Fuel Software Installer / Trainer USD 3,280.00
Remote FuelFocus Site Startup Services USD 1,230.00
Project Management Services USD 4,920.00
Travel Costs USD 5,000.00
Service TOTAL: USD 26,730.00
FuelFocus TOTAL: USD 161,993.54
Exhibit B -- Page 166
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Packet Pg. 670 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 7 | Page
Project Totals for Best and Final Offer
Option 1: FAMS System Only
Description Line Total
FAMS System Software license USD 56,084.18
Professional Services (not including Tyler-Munis Integration) USD 110,140.00 Maintenance (year 1) USD 12,325.00
Year 1 - Project TOTAL: USD 178,549.18
Option 2: FAMS System and Telematics Active GPS Solution for 50 Vehicles Description Line Total
FAMS System Software license USD 56,084.18
Professional Services (not including Tyler-Munis Integration) USD 110,140.00 Telematics – Active GPS for 50 Vehicles (Hardware, Installation, Implementation, Year 1 Data Service) USD 34,862.90 Maintenance (year 1) USD 12,325.00
Year 1 - Project TOTAL: USD 213,411.90
Option 3: FAMS System, Telematics Active GPS Solution for 50 Vehicles, and Passive GPS Solution for 450 Vehicles
Description Line Total
FAMS System Software license USD 56,084.18
Professional Services (not including Tyler-Munis Integration) USD 110,140.00 Telematics – Active GPS for 50 Vehicles (Hardware, Installation, Implementation, Year 1 Data Service) USD 34,862.90 Telematics – Passive GPS for 450 Vehicles (Licensed Software Modules, Hardware, Implementation Services) USD 345,763.25 Maintenance (year 1) USD 13,621.00
Year 1 - Project TOTAL: USD 560,471.33
Option 4: FAMS System, Telematics Active GPS Solution for 50 Vehicles, Passive GPS Solution for 450 Vehicles, and FuelFocus FMS
Description Line Total
FAMS System Software license USD 56,084.18
Professional Services (not including Tyler-Munis Integration and excluding EJ Ward Interfaces) USD 93,740.00 Telematics – Active GPS for 50 Vehicles (Hardware, Installation, Implementation, Year 1 Data Service) USD 34,862.90 Telematics – Passive GPS for 450 Vehicles (Licensed Software Modules, Hardware, Implementation Services) USD 345,763.25 FuelFocus Fuel Management System (6 Sites) USD 156,801.96 Maintenance (year 1) USD 18,812.58
Year 1 - Project TOTAL: USD 706,064.87
Exhibit B -- Page 167
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Packet Pg. 671 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First 8 | Page
Additional Project Details
• Support Services
o Support Contract Costs
• No additional costs, already included in annual maintenance fees o Training Costs (Please include how many hours/sessions are required) • No additional costs for Initial training, already included in Professional Services (Implementation costs).
• Training Services will be provided for ~29 City of Santa Monica Fleet Management employees in the following categories; management and administrative personnel, shop supervisors, auto mechanics, welder, parts room staff.
• Please refer to the Statement of Work included in the AssetWorks Response dated 12 April 2018 for more details.
o Response times (remote connection response and on-site response) • AssetWorks makes available technically qualified personnel to respond to all reasonable telephone requests, Monday through Friday, excluding State holidays, during normal business hours, that may be made by the CUSTOMER relating to the application and operation of the Software. o Means of contact after-hours
• During after-hours, technically qualified personnel are available by cell phone for production down issues.
o Provide a quote for Business Process Review/Evaluation for subsequent years – In subsequent years after FleetFocus implementation, we may need to review our business practices alongside utilization of FleetFocus to identify areas for improved efficiencies. • AssetWorks provides an optional Tune-up / Management Review service at a cost of ~$19,000. This service provides an evaluation and recommended refinement of work processes in order to improve efficiency and reduce costs. In many cases, this refinement requires both improving your current use of FA and using more of the out-of-the-box functionality.
• Project Management Plan
o For details on the items listed below, please refer to the Statement of Work included in the AssetWorks Response dated 12 April 2018
o Updates to the City - Frequency
o Workshops – How many
o Meetings
o Tracking deliverables
Exhibit B -- Page 168
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Packet Pg. 672 Attachment: Original Agreement Contract No. 10801-CCS - with AssetWorks for Fleet Asset Mangement System (6377 : Approval of First

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Santa Monica City CouncilMay 28, 2024

Santa Monica City Council
May 28, 2024