QUOTATION
AssetWorks LLC
998 Old Eagle School Road, Suite 1215
Wayne, PA 19087
Quote #: Q-03442-5
Date: 12/5/2018
Expires On:
Salesperson: Tyler Beaty
Email: [email protected]
Phone: (916) 230-4458
Ship To
Reddy Rathnakar
City of Santa Monica
Equipment Maintenance
2500 Michigan Avenue
Santa Monica, California 90404
United States
(310)458-8500
Bill To
City of Santa Monica
Equipment Maintenance
2500 Michigan Avenue
Santa Monica, California 90404
United States
FleetFocus – Software Licenses (One-time)
Description QTY UNIT PRICE Line Total
FleetFocusFA Standard License 700.00 USD 39.36 USD 27,552.00 Reporting Module 700.00 USD 1.97 USD 1,379.00
Motor Pool Module 700.00 USD 3.94 USD 2,758.00
Motor Pool Reservations Module 700.00 USD 1.97 USD 1,379.00 Shop Activity Module 700.00 USD 3.94 USD 2,758.00
Customer Access Module 700.00 USD 1.97 USD 1,379.00
KPI/Dashboards Module 700.00 USD 1.97 USD 1,379.00
MAXQueue Integration Module 700.00 USD 1.97 USD 1,379.00 Capital Planning Module 700.00 USD 5.90 USD 4,130.00
Crystal Reports Server OEM Edition - with 1x report writer 1.00 USD 2,900.00 USD 2,900.00 SUBTOTAL: USD 46,993.00
FleetFocus – Setup and Implementation Services (One-time) Description Line Total
Hosting or SaaS - Server Setup Fee USD 5,000.00
Hosting or SaaS - Reporting Database Setup Fee USD 2,500.00 Project Management Services USD 13,940.00
System Setup Services USD 6,560.00
System Configuration Services USD 12,300.00
Data Conversion Services USD 18,040.00
Configure and Test NetworkFleet Integration USD 4,920.00 Fuel Interface Trapeze EAM to FA USD 6,560.00
Asset Interface FA to Trapeze EAM USD 9,020.00
Testing Services USD 2,460.00
Exhibit B -- Page 169
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
Training Services USD 7,380.00
Go Live Support Services USD 9,840.00
Travel Costs USD 6,000.00
Configure and Test Automated Fuel Import from EJWard USD 1,640.00 Capital Planning Module Implementation Services USD 9,840.00 SUBTOTAL: USD 116,000.00
Networkfleet Active GPS – Hardware (One-time)
Description QTY UNIT PRICE Line Total
A5500 (includes Y harness) Networkfleet Hardware 73.00 USD 110.23 USD 8,046.79 9-pin Heavy Duty Harness with "D" Mount (5500/5200) 73.00 USD 44.93 USD 3,279.89 Base Installation - Plug/Play or 3 Wire 73.00 USD 83.44 USD 6,091.12 Tamper Resistant Zip Ties (100 per pack) 3.00 USD 64.18 USD 192.54 Group1 TOTAL: USD 17,610.34
FuelFocus and Passive GPS – Software Licenses (One-time) Description QTY UNIT PRICE Line Total
FuelFocus ICU License 6.00 USD 2,383.31 USD 14,299.86
Veeder Root Integration License 6.00 USD 1,164.27 USD 6,985.62 Vehicle Data Collector License (per site) 8.00 USD 1,164.27 USD 9,314.16 Passive GPS Software Module 584.00 USD 7.87 USD 4,596.08 Driver Management Software Module 584.00 USD 3.94 USD 2,300.96 SUBTOTAL: USD 37,496.68
FuelFocus and Passive GPS – Hardware (One-time)
Description QTY UNIT PRICE Line Total
FuelFocus Controller - Wireless - 2 Hose RFC1500 5.00 USD 10,116.59 USD 50,582.95 FuelFocus Controller - Wireless - 4 Hose RFC2500 1.00 USD 13,236.66 USD 13,236.66 Vehicle Data Collector Kit w/ CPU 2.00 USD 5,845.13 USD 11,690.26 FJ3 WAF Box Hi Power w/ mast 7.00 USD 840.94 USD 5,886.58 Front Panel Option - HID 6.00 USD 378.19 USD 2,269.14
Power Integrity Surge Suppression 6.00 USD 149.82 USD 898.92 Omron Base 18.00 USD 16.69 USD 300.42
Omron DPST-NO Relays 18.00 USD 25.09 USD 451.62
Nozzle Transponders - Universal FJ3 24.00 USD 395.37 USD 9,488.88 Bracket Kit for CNG, Propane, LNG, CT100, GGIE-K, NGV Nozzle Transponder -
DOES NOT INCLUDE NOZZLE TRANSPONDER
5.00 USD 75.00 USD 375.00
FJ3 Vehicle Identification Box 584.00 USD 158.30 USD 92,447.20 FIA Option for FJ3 584.00 USD 54.31 USD 31,717.04
SVID without FIA (single protection) 73.00 USD 54.31 USD 3,964.63 Fuel Inlet Antenna 0.00 USD 18.64 USD 0.00
Exhibit B -- Page 170
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
Dashboard Coil 657.00 USD 25.90 USD 17,016.30
OBDII Canbus Easy Connect Cable 584.00 USD 26.13 USD 15,259.92 Combo J1939/J1708 9 Pin Deutsche Easy Connect Cable 0.00 USD 67.43 USD 0.00 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 584.00 USD 132.05 USD 77,117.20
FJ3 Driver ID Add On Kit 584.00 USD 122.55 USD 71,569.20 Driver ID Key 584.00 USD 11.85 USD 6,920.40
FJ3 Programmer 2.00 USD 1,743.16 USD 3,486.32
FJ3 Flash Tool 2.00 USD 895.00 USD 1,790.00
Spare Kit HID - Includes 4 line display WIN7 1.00 USD 5,803.77 USD 5,803.77 Fuel Shipping Costs 7.00 USD 125.00 USD 875.00
SUBTOTAL: USD 423,147.41
FuelFocus – Setup and Implementation Services (One-time) Description Line Total
Project Kickoff & Orientation USD 940.00
Hardware Installation Services USD 14,760.00
Fuel Software Installer / Trainer USD 5,740.00
Remote FuelFocus Site Startup Services USD 2,460.00
Remote Vehicle Data Collector Site Startup Services USD 820.00 FJ3 Installation & Diagnostic Training Services USD 3,280.00 Post Go Live Services USD 1,640.00
Passive GPS & Driver Behavior Module Configuration Services USD 5,740.00 Project Management Services USD 7,050.00
Travel Costs USD 10,000.00
SUBTOTAL: USD 52,430.00
Hosting Services (Annual)
Description QTY Monthly
Fee/Unit
Line Monthly Total Yearly Fee
Hosting Services - FleetFocus Monthly Fee 700.00 USD 1.75 USD 1,225.00 USD 14,700.00 Hosting Services - Reporting Database Monthly Fee 1.00 USD 500.00 USD 500.00 USD 6,000.00 Hosting Services - FuelFocus (per ICU) 8.00 USD 50.00 USD 400.00 USD 4,800.00 SUBTOTAL: USD 25,500.00
Exhibit B -- Page 171
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
Networkfleet Active GPS – Monthly Services (Annual)
Description QTY Monthly
Fee/Unit
Line Monthly Total Yearly Fee
A5500 Networkfleet Standard Service 73.00 USD 18.95 USD 1,383.35 USD 16,600.20 Networkfleet Connector - AssetWorks Client - Includes Telematics Module
73.00 USD 1.00 USD 73.00 USD 876.00
Networkfleet Incremental Service Fee - 30 second updates 73.00 USD 2.55 USD 186.27 USD 2,235.26 SUBTOTAL: USD 19,711.46
FleetFocus and FuelFocus Software Maintenance – Year 1 (Annual) Description Line Total
FleetFocus Software Maintenance USD 11,752.00
FuelFocus and Passive GPS Software Maintenance USD 12,719.55 Group2 TOTAL: USD 24,471.55
GRAND TOTAL: USD 763,360.44
Exhibit B -- Page 172
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
NOTES/ASSUMPTIONS
1. This quote is based on site being "FMS Ready". FMS Ready means that all FMS System pedestals will be mounted to the appropriate location. All conduits will be connected between the FuelFocus Controllers and pumps, junction boxes and breaker panels. Assumes all dispensers have pulsers and are fuel system compatible. All wires will be pulled and left disconnected at each end. See full FMS Ready description below.
2. Does not include permits, permit fees or site as built drawings.
3. Subject to any applicable state and/or local sales tax, import duties, PST, VAT.
4. Warranty is one (1) year parts with telephone help desk support. Extended warranty plans are available for subsequent years. Warranty expires at 12 months from date of install or 15 months from date of shipment, whichever comes first.
5. Client must have a tested network connection at the fuel island. This connection needs to be able to ping the FleetFocus Server successfully. Delay of this connectivity could result in additional time being added to contract.
Following represents a checklist of items that need to be performed to comply with "FMS Ready".
1. Have an electrical contractor mount the FMS System pedestals and fasten to concrete.
2. Conduit Requirements - Have electrician run a conduit from the master dispensers to pedestal as needed. Our electrical requirements to each FMS Controller are as follows:
1. We will need dedicated power from a circuit breaker panel to each FMS Controller. The power for each FMS Controller can be pulled off one circuit breaker.
2. We will need a dedicated conduit back to the building from each FMS Controller for communication wiring unless RF LAN connectivity will be used. These may be looped also. Please note that a maximum cable length for CAT5 is 300 feet.
3. We will need one conduit from the pedestal to be terminated in the dispenser electrical junction box.
4. We will either need:
i.A second conduit from the pedestal to the pulser junction box in the dispenser, or ii.The pulser junction box in the dispenser piped over to the electrical junction box in the dispenser
1. Contractor must mount WAF Antenna centrally to all fuel lanes if WAF option is purchased. Must have conduit from nearest ICU to this point. Please discuss location with AssetWorks Project Team.
2. (For Transit Lanes only) Mount Banner sensor in each fuel lane and run conduit from sensor to respective FMS Controller.
3. Cable Requirements - Have electrician pull the following cables - leaving at least three feet extra to extend above the top of the pedestal and as much as possible to fit in the electrical junction box within the dispensers: The items lettered below correspond with the same letter of the conduit above.
1. Three 14AWG minimum THHN gas/oil resistant wires for power, neutral, ground to each FMS Controller from breaker panel. Terminate at panel, wire nut FMS System ends and mark breaker. Lock breaker in off position
2. Pull whatever cable is appropriate based on client demands and location parameters to ensure a reliable TCP/IP ethernet connectivity at the fuel island to each Island Control Unit. This may be a CAT5 cable, fiber optics or RF Ethernet connectivity. If the TLS Interface option is chosen, there are two methods of connecting the Veeder Root console to FuelFocus. The first method is via a RS232 Exhibit B -- Page 173
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
card installed in the Veeder Root (client responsibility). While this is a less expensive option – RS232 is only rated to communicate effectively if the distance between the Veeder Root and the nearest FuelFocus Controller does not exceed fifty (50) feet. If RS232 is used, a four conductor shielded cable must be installed between the two. Veeder Root connectivity can also be achieved via TCP/IP as an option. This method requires the installation of a ethernet card in the Veeder Root console, and then a CAT5 network connection run from the clients network to the Veeder Root – keeping in mind CAT5 distance limitations shown above. Procurement, installation, and configuration and programming of either method are the client responsibility.
3. Pull four 14AWG minimum THHN gas/oil resistant wires to each pump/dispenser (eight if it is a two hose pump/dispenser) electrical junction box for control wiring. One of these wires should be white for neutral. Dispenser must be able to have handle wired hot at all times when using WAF technology and solenoid will be used for system control.
4. Pull a four conductor 22AWG minimum shielded cable to the dispenser for pulser communication. Please consult with an AssetWorks technician if these distances exceed three hundred (300) feet.
5. Pull the CAT5 wire included with WAF Antenna to the ICU along with a single 14AWG THHN green wire for grounding purposes.
6. (For Transit Lanes only) Pull included cable for Banner Sensor through conduit. Extend length if needed.
4. Call AssetWorks to schedule a date for final terminations when all of the above is done.
Note - all wiring and conduits described above are what is needed for FMS System control only. This document assumes the station and dispensers to be wired already.
TERMS OF USE
Price/Specifications
Price and specifications are subject to change without notice. AssetWorks LLC is not responsible for typographical and/or photographical errors.
PAYMENT TERMS
Net 30. All hardware will be billed upon delivery. All FuelFocus Integration Licenses will be billed upon delivery of hardware. Services will be billed monthly as performed.
MISSING, DAMAGED, OR INCORRECT ORDERS
Please inspect all orders upon receipt. Please email [email protected] to request an RMA for any missing, damaged, or incorrect orders. You may also call 610-225-8350.
RETURN POLICY
AssetWorks LLC products may be returned within 30-days of invoice date for refund, replacement, or exchange. All product returns must have a Returned Merchandise Authorization (RMA) number issued by AssetWorks marked clearly on the return package, or the package will be refused, and no credit will be issued.
To request an RMA, please email [email protected] . RMAs are valid for 15 days from the date of issuance.
The following information is required for all RMAs:
The invoice or packing list number
The product name and part number
Company name, point of contact, mailing address, email address, and telephone number A reason for the return
Exhibit B -- Page 174
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
If you wish to make a return or exchange, you must present the merchandise within 30 days of purchase. All goods must be returned in their original packaging. If the items are not received in their original and unused condition, a minimum re-stocking fee of 18% will be charged. Product that has been used will not be accepted for return or exchange unless under warranty or maintenance contract. Product that has been altered without the specific authorization by AssetWorks Inc. will not be accepted.
Send returns with the RMA number clearly marked on the package to:
AssetWorks, LLC.
Attn: RMA Department
998 Old Eagle School Road, Suite 1215
Wayne, PA 19087
All returns will be processed and fully inspected. All products must be returned in original condition including packaging, manuals, and accessories (as applicable).
Return Shipping
All returns must be shipped freight pre-paid.
Unauthorized or Refused Returns
Packages without a Return Authorization Number will be refused. Additional charges may apply if all peripherals and accessories are not returned in the original packaging.
Returns Older than 30 Days
Returns older than 30 days from the invoice date will be subject to a 25% restocking fee. Only product that is in current production will be accepted and an RMA must be obtained in advance and clearly marked as stated above. No refunds will be given.
AssetWorks LLC Limited Warranty
Warranty coverage for AssetWorksLLC (FuelFocus) products are described below. Additional support coverage can be purchased with your AssetWorks products. Please consult your local AssetWorks sales professional for annual support and services fees.
The terms and conditions governing your warranty on AssetWorks products are located below. Such terms and conditions supersede all other terms, unless otherwise agreed by AssetWorks.
Warranty Start Date
"Start Date" as used in this policy means the date this product is shipped from AssetWorks manufacturing plus three (3) months or the FuelFocus go live date, whichever comes first.
Limited Hardware Warranty
AssetWorks, LLC. ("FuelFocus") provides a one (1) year limited product hardware warranty to purchasers of FuelFocus products. AssetWorks warrants that the product hardware will be free from defects in materials and workmanship during the warranty period, subject to the following:
Labor and travel costs are not included, unless required under contract specific terms.
AssetWorks will supply new or rebuilt parts to replace parts that are found to be defective while within the warranty period.
New installations must be registered with the FuelFocus Support Center within 48 hours of installation to receive warranty benefits, otherwise, the warranty period commences on the date of the invoice.
Help Desk Support is available between the hours of 8:00AM- 5:00PM Monday through Friday Upon a Hardware System Failure,
AssetWorks will repair or replace such product hardware within fourteen (14) working days of its receipt of the failed hardware, if in advance of its receipt, such hardware (1) was evaluated by AssetWorks Technical Support in person or via telephone, and (2) received a Technical Support RMA number from AssetWorks.
Exhibit B -- Page 175
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
Further, the product hardware must be shipped, shipment pre-paid, to AssetWorks, and the RMA number must be clearly indicated on the shipping box and papers.
Problems caused by faulty installation are not covered under this warranty. This warranty applies only if the equipment has been installed and used in accordance with the AssetWorks Installation Manual.
Use of service personnel other than qualified AssetWorks service providers without prior written approval of the FuelFocus Product Manager will void the warranty claim.
Use of non AssetWorks replacement parts, defects caused by the use of unauthorized addition of non AssetWork parts, or by the unauthorized alteration of FuelFocus parts or equipment will void t his warranty.
Damage suffered by FuelFocus equipment resulting from shipping, accident, pwer surges, neglect, misuse, acts of Nature, or abuse are not covered by this warranty.
Limited Software Warranty
AssetWorks provides a one (1) year limited software warranty to licensees of FuelFocus software accompanying AssetWorks hardware. AssetWorks warrants that the media on which the software is delivered will be free of defects in material and workmanship for a period of one (1) year following delivery of the software to licensee. AssetWorks warrants that the software, when used in accordance with the terms of the AssetWorks software license, will operate substantially as set forth in the applicable AssetWorks Documentation for a period of one (1) year following delivery of the software to licensee.
Technical Support Access
During the warranty period, toll free phone support is offered 5 days per week (8 a.m. to 5:00 p.m., Monday through Friday, except holidays). Calls left after hours will be returned the next business day.
Access to Technical Support after warranty period is on a commercially reasonable basis (unless a AssetWorks Support Contract is purchased for all systems owned by the customer).
Software Updates
During the warranty period, software updates for system software and software products released by AssetWorks are available by contacting AssetWorks Technical Support. System software updates include applicable minor releases (e.g. Release 2.0 to 2.1) to the AssetWorks family of products as well as major feature releases (e.g. Release 2.x to 3.0). Customer must have access to the Internet for Web Browser or FTP downloads as directed by Technical Support. Software updates released after the initial one (1) year warranty period are available as an upgrade product for the then applicable list price.
Warranty Limitations
AssetWorks's warranties as set forth herein ("Warranty") are contingent on proper use of the FuelFocus hardware and software ("Products") and do not apply if the Products have been modified without AssetWorks's written approval, or if the Products' serial number label is removed, or if the Product has been damaged. The terms of the Warranty are limited to the remedies as set forth in this Warranty.
THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. ASSETWORKS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH
RESPECT TO THE SOFTWARE, HARDWARE, PRODUCTS, DOCUMENTATION OR
ASSETWORKS SUPPORT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ASSETWORKS DOES NOT WARRANT THAT ANY PRODUCTS WILL BE
ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED. IN NO EVENT SHALL ASSETWORKS BE LIABLE FOR COST OF PROCUREMENT
OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, Exhibit B -- Page 176
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA),
HOWEVER CAUSED WHETHER OR NOT ASSETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Contact Us
For more information, please contact your AssetWorks sales representative.
INITIAL_______________
Standard Professional Services Terms
FleetFocus license is based on active units in fleet
Additional Components can be licensed at a rate of $5 per component Crystal Reports Enterprise Required for FleetFocus Standard Reports AssetWorks assumes that the client will install the required Oracle or SQL Server database licenses All software licenses and the first year maintenance fees will be invoiced upon contract execution All warranties conveyed by the manufacturer to AssetWorks are included 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).
All costs quoted in USD
Costs are estimated for a time and materials project and do not include applicable taxes Actual costs might be greater or lesser than those presented in this quote Professional Services engagements have 4-8 week lead time from execution of contract/order Exhibit B -- Page 177
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
QUOTATION
AssetWorks LLC
998 Old Eagle School Road, Suite 1215
Wayne, PA 19087
Quote #: Q-03442-6
Date: 12/5/2018
Expires On:
Salesperson: Tyler Beaty
Email: [email protected]
Phone: (916) 230-4458
Ship To
Reddy Rathnakar
City of Santa Monica
Equipment Maintenance
2500 Michigan Avenue
Santa Monica, California 90404
United States
(310)458-8500
Bill To
City of Santa Monica
Equipment Maintenance
2500 Michigan Avenue
Santa Monica, California 90404
United States
FleetFocus – Software Licenses (One-time)
Description QTY UNIT PRICE Line Total
FleetFocusFA Standard License 700.00 USD 39.36 USD 27,552.00 Reporting Module 700.00 USD 1.97 USD 1,379.00
Motor Pool Module 700.00 USD 3.94 USD 2,758.00
Motor Pool Reservations Module 700.00 USD 1.97 USD 1,379.00 Shop Activity Module 700.00 USD 3.94 USD 2,758.00
Customer Access Module 700.00 USD 1.97 USD 1,379.00
KPI/Dashboards Module 700.00 USD 1.97 USD 1,379.00
MAXQueue Integration Module 700.00 USD 1.97 USD 1,379.00 Capital Planning Module 700.00 USD 5.90 USD 4,130.00
Crystal Reports Server OEM Edition - with 1x report writer 1.00 USD 2,900.00 USD 2,900.00 SUBTOTAL: USD 46,993.00
FleetFocus – Setup and Implementation Services (One-time) Description Line Total
Hosting or SaaS - Server Setup Fee USD 5,000.00
Hosting or SaaS - Reporting Database Setup Fee USD 2,500.00 Project Management Services USD 13,940.00
System Setup Services USD 6,560.00
System Configuration Services USD 12,300.00
Data Conversion Services USD 18,040.00
Configure and Test NetworkFleet Integration USD 4,920.00 Fuel Interface Trapeze EAM to FA USD 6,560.00
Asset Interface FA to Trapeze EAM USD 9,020.00
Exhibit B -- Page 178
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
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
Capital Planning Module Implementation Services USD 9,840.00 SUBTOTAL: USD 114,360.00
Networkfleet Active GPS – Hardware (One-time)
Description QTY UNIT PRICE Line Total
A5500 (includes Y harness) Networkfleet Hardware 73.00 USD 110.23 USD 8,046.79 9-pin Heavy Duty Harness with "D" Mount (5500/5200) 73.00 USD 44.93 USD 3,279.89 Base Installation - Plug/Play or 3 Wire 73.00 USD 83.44 USD 6,091.12 Tamper Resistant Zip Ties (100 per pack) 3.00 USD 64.18 USD 192.54 Deinstallation or Removal (Existing GPS installed devices) 73.00 USD 83.44 USD 6,091.12 Group1 TOTAL: USD 23,701.46
FuelFocus and Passive GPS – Software Licenses (One-time) Description QTY UNIT PRICE Line Total
FuelFocus ICU License 6.00 USD 2,383.31 USD 14,299.86
Veeder Root Integration License 6.00 USD 1,164.27 USD 6,985.62 Vehicle Data Collector License (per site) 8.00 USD 1,164.27 USD 9,314.16 Passive GPS Software Module 584.00 USD 7.87 USD 4,596.08 Driver Management Software Module 584.00 USD 3.94 USD 2,300.96 SUBTOTAL: USD 37,496.68
FuelFocus and Passive GPS – Hardware (One-time)
Description QTY UNIT PRICE Line Total
FuelFocus Controller - Wireless - 2 Hose RFC1500 5.00 USD 10,116.59 USD 50,582.95 FuelFocus Controller - Wireless - 4 Hose RFC2500 1.00 USD 13,236.66 USD 13,236.66 Vehicle Data Collector Kit w/ CPU 2.00 USD 5,845.13 USD 11,690.26 FJ3 WAF Box Hi Power w/ mast 7.00 USD 840.94 USD 5,886.58 Front Panel Option - HID 6.00 USD 378.19 USD 2,269.14
Power Integrity Surge Suppression 6.00 USD 149.82 USD 898.92 Omron Base 18.00 USD 16.69 USD 300.42
Omron DPST-NO Relays 18.00 USD 25.09 USD 451.62
Nozzle Transponders - Universal FJ3 24.00 USD 395.37 USD 9,488.88 Bracket Kit for CNG, Propane, LNG, CT100, GGIE-K, NGV Nozzle Transponder -
DOES NOT INCLUDE NOZZLE TRANSPONDER
5.00 USD 75.00 USD 375.00
FJ3 Vehicle Identification Box 584.00 USD 158.30 USD 92,447.20 FIA Option for FJ3 584.00 USD 54.31 USD 31,717.04
Exhibit B -- Page 179
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
SVID without FIA (single protection) 73.00 USD 54.31 USD 3,964.63 Fuel Inlet Antenna 0.00 USD 18.64 USD 0.00
Dashboard Coil 657.00 USD 25.90 USD 17,016.30
OBDII Canbus Easy Connect Cable 584.00 USD 26.13 USD 15,259.92 Combo J1939/J1708 9 Pin Deutsche Easy Connect Cable 0.00 USD 67.43 USD 0.00 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 584.00 USD 132.05 USD 77,117.20
FJ3 Driver ID Add On Kit 584.00 USD 122.55 USD 71,569.20 Driver ID Key 584.00 USD 11.85 USD 6,920.40
FJ3 Programmer 2.00 USD 1,743.16 USD 3,486.32
FJ3 Flash Tool 2.00 USD 895.00 USD 1,790.00
Spare Kit HID - Includes 4 line display WIN7 1.00 USD 5,803.77 USD 5,803.77 Fuel Shipping Costs 7.00 USD 125.00 USD 875.00
SUBTOTAL: USD 423,147.41
FuelFocus – Setup and Implementation Services (One-time) Description Line Total
Project Kickoff & Orientation USD 940.00
Hardware Installation Services USD 14,760.00
Fuel Software Installer / Trainer USD 5,740.00
Remote FuelFocus Site Startup Services USD 2,460.00
Remote Vehicle Data Collector Site Startup Services USD 820.00 FJ3 Installation & Diagnostic Training Services USD 3,280.00 Post Go Live Services USD 1,640.00
Passive GPS & Driver Behavior Module Configuration Services USD 5,740.00 Project Management Services USD 7,050.00
Travel Costs USD 10,000.00
SUBTOTAL: USD 52,430.00
Hosting Services (Annual)
Description QTY Monthly
Fee/Unit
Line Monthly Total Yearly Fee
Hosting Services - FleetFocus Monthly Fee 700.00 USD 1.75 USD 1,225.00 USD 14,700.00 Hosting Services - Reporting Database Monthly Fee 1.00 USD 500.00 USD 500.00 USD 6,000.00 Hosting Services - FuelFocus (per ICU) 8.00 USD 50.00 USD 400.00 USD 4,800.00 SUBTOTAL: USD 25,500.00
Exhibit B -- Page 180
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
Networkfleet Active GPS – Monthly Services (Annual)
Description QTY Monthly
Fee/Unit
Line Monthly Total Yearly Fee
A5500 Networkfleet Standard Service 73.00 USD 18.95 USD 1,383.35 USD 16,600.20 Networkfleet Connector - AssetWorks Client - Includes Telematics Module
73.00 USD 1.00 USD 73.00 USD 876.00
Networkfleet Incremental Service Fee - 30 second updates 73.00 USD 2.55 USD 186.27 USD 2,235.26 SUBTOTAL: USD 19,711.46
FleetFocus and FuelFocus Software Maintenance – Year 1 (Annual) Description Line Total
FleetFocus Software Maintenance USD 11,752.00
FuelFocus and Passive GPS Software Maintenance USD 12,719.55 Group2 TOTAL: USD 24,471.55
GRAND TOTAL: USD 767,811.56
Exhibit B -- Page 181
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
NOTES/ASSUMPTIONS
1. This quote is based on site being "FMS Ready". FMS Ready means that all FMS System pedestals will be mounted to the appropriate location. All conduits will be connected between the FuelFocus Controllers and pumps, junction boxes and breaker panels. Assumes all dispensers have pulsers and are fuel system compatible. All wires will be pulled and left disconnected at each end. See full FMS Ready description below.
2. Does not include permits, permit fees or site as built drawings.
3. Subject to any applicable state and/or local sales tax, import duties, PST, VAT.
4. Warranty is one (1) year parts with telephone help desk support. Extended warranty plans are available for subsequent years. Warranty expires at 12 months from date of install or 15 months from date of shipment, whichever comes first.
5. Client must have a tested network connection at the fuel island. This connection needs to be able to ping the FleetFocus Server successfully. Delay of this connectivity could result in additional time being added to contract.
Following represents a checklist of items that need to be performed to comply with "FMS Ready".
1. Have an electrical contractor mount the FMS System pedestals and fasten to concrete.
2. Conduit Requirements - Have electrician run a conduit from the master dispensers to pedestal as needed. Our electrical requirements to each FMS Controller are as follows:
1. We will need dedicated power from a circuit breaker panel to each FMS Controller. The power for each FMS Controller can be pulled off one circuit breaker.
2. We will need a dedicated conduit back to the building from each FMS Controller for communication wiring unless RF LAN connectivity will be used. These may be looped also. Please note that a maximum cable length for CAT5 is 300 feet.
3. We will need one conduit from the pedestal to be terminated in the dispenser electrical junction box.
4. We will either need:
i.A second conduit from the pedestal to the pulser junction box in the dispenser, or ii.The pulser junction box in the dispenser piped over to the electrical junction box in the dispenser
1. Contractor must mount WAF Antenna centrally to all fuel lanes if WAF option is purchased. Must have conduit from nearest ICU to this point. Please discuss location with AssetWorks Project Team.
2. (For Transit Lanes only) Mount Banner sensor in each fuel lane and run conduit from sensor to respective FMS Controller.
3. Cable Requirements - Have electrician pull the following cables - leaving at least three feet extra to extend above the top of the pedestal and as much as possible to fit in the electrical junction box within the dispensers: The items lettered below correspond with the same letter of the conduit above.
1. Three 14AWG minimum THHN gas/oil resistant wires for power, neutral, ground to each FMS Controller from breaker panel. Terminate at panel, wire nut FMS System ends and mark breaker. Lock breaker in off position
2. Pull whatever cable is appropriate based on client demands and location parameters to ensure a reliable TCP/IP ethernet connectivity at the fuel island to each Island Control Unit. This may be a CAT5 cable, fiber optics or RF Ethernet connectivity. If the TLS Interface option is chosen, there are two methods of Exhibit B -- Page 182
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
connecting the Veeder Root console to FuelFocus. The first method is via a RS232 card installed in the Veeder Root (client responsibility). While this is a less expensive option – RS232 is only rated to communicate effectively if the distance between the Veeder Root and the nearest FuelFocus Controller does not exceed fifty (50) feet. If RS232 is used, a four conductor shielded cable must be installed between the two. Veeder Root connectivity can also be achieved via TCP/IP as an option. This method requires the installation of a ethernet card in the Veeder Root console, and then a CAT5 network connection run from the clients network to the Veeder Root – keeping in mind CAT5 distance limitations shown above. Procurement, installation, and configuration and programming of either method are the client responsibility.
3. Pull four 14AWG minimum THHN gas/oil resistant wires to each pump/dispenser (eight if it is a two hose pump/dispenser) electrical junction box for control wiring. One of these wires should be white for neutral. Dispenser must be able to have handle wired hot at all times when using WAF technology and solenoid will be used for system control.
4. Pull a four conductor 22AWG minimum shielded cable to the dispenser for pulser communication. Please consult with an AssetWorks technician if these distances exceed three hundred (300) feet.
5. Pull the CAT5 wire included with WAF Antenna to the ICU along with a single 14AWG THHN green wire for grounding purposes.
6. (For Transit Lanes only) Pull included cable for Banner Sensor through conduit. Extend length if needed.
4. Call AssetWorks to schedule a date for final terminations when all of the above is done.
Note - all wiring and conduits described above are what is needed for FMS System control only. This document assumes the station and dispensers to be wired already.
TERMS OF USE
Price/Specifications
Price and specifications are subject to change without notice. AssetWorks LLC is not responsible for typographical and/or photographical errors.
PAYMENT TERMS
Net 30. All hardware will be billed upon delivery. All FuelFocus Integration Licenses will be billed upon delivery of hardware. Services will be billed monthly as performed.
MISSING, DAMAGED, OR INCORRECT ORDERS
Please inspect all orders upon receipt. Please email [email protected] to request an RMA for any missing, damaged, or incorrect orders. You may also call 610-225-8350.
RETURN POLICY
AssetWorks LLC products may be returned within 30-days of invoice date for refund, replacement, or exchange. All product returns must have a Returned Merchandise Authorization (RMA) number issued by AssetWorks marked clearly on the return package, or the package will be refused, and no credit will be issued.
To request an RMA, please email [email protected] . RMAs are valid for 15 days from the date of issuance.
The following information is required for all RMAs:
The invoice or packing list number
The product name and part number
Exhibit B -- Page 183
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
Company name, point of contact, mailing address, email address, and telephone number A reason for the return
If you wish to make a return or exchange, you must present the merchandise within 30 days of purchase. All goods must be returned in their original packaging. If the items are not received in their original and unused condition, a minimum re-stocking fee of 18% will be charged. Product that has been used will not be accepted for return or exchange unless under warranty or maintenance contract. Product that has been altered without the specific authorization by AssetWorks Inc. will not be accepted.
Send returns with the RMA number clearly marked on the package to:
AssetWorks, LLC.
Attn: RMA Department
998 Old Eagle School Road, Suite 1215
Wayne, PA 19087
All returns will be processed and fully inspected. All products must be returned in original condition including packaging, manuals, and accessories (as applicable).
Return Shipping
All returns must be shipped freight pre-paid.
Unauthorized or Refused Returns
Packages without a Return Authorization Number will be refused. Additional charges may apply if all peripherals and accessories are not returned in the original packaging.
Returns Older than 30 Days
Returns older than 30 days from the invoice date will be subject to a 25% restocking fee. Only product that is in current production will be accepted and an RMA must be obtained in advance and clearly marked as stated above. No refunds will be given.
AssetWorks LLC Limited Warranty
Warranty coverage for AssetWorksLLC (FuelFocus) products are described below. Additional support coverage can be purchased with your AssetWorks products. Please consult your local AssetWorks sales professional for annual support and services fees.
The terms and conditions governing your warranty on AssetWorks products are located below. Such terms and conditions supersede all other terms, unless otherwise agreed by AssetWorks.
Warranty Start Date
"Start Date" as used in this policy means the date this product is shipped from AssetWorks manufacturing plus three (3) months or the FuelFocus go live date, whichever comes first.
Limited Hardware Warranty
AssetWorks, LLC. ("FuelFocus") provides a one (1) year limited product hardware warranty to purchasers of FuelFocus products. AssetWorks warrants that the product hardware will be free from defects in materials and workmanship during the warranty period, subject to the following:
Labor and travel costs are not included, unless required under contract specific terms.
AssetWorks will supply new or rebuilt parts to replace parts that are found to be defective while within the warranty period.
New installations must be registered with the FuelFocus Support Center within 48 hours of installation to receive warranty benefits, otherwise, the warranty period commences on the date of the invoice.
Help Desk Support is available between the hours of 8:00AM- 5:00PM Monday through Friday Upon a Hardware System Failure,
AssetWorks will repair or replace such product hardware within fourteen (14) working days of its receipt of the failed hardware, if in advance of its receipt, such hardware (1) was evaluated by Exhibit B -- Page 184
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
AssetWorks Technical Support in person or via telephone, and (2) received a Technical Support RMA number from AssetWorks.
Further, the product hardware must be shipped, shipment pre-paid, to AssetWorks, and the RMA number must be clearly indicated on the shipping box and papers.
Problems caused by faulty installation are not covered under this warranty. This warranty applies only if the equipment has been installed and used in accordance with the AssetWorks Installation Manual.
Use of service personnel other than qualified AssetWorks service providers without prior written approval of the FuelFocus Product Manager will void the warranty claim.
Use of non AssetWorks replacement parts, defects caused by the use of unauthorized addition of non AssetWork parts, or by the unauthorized alteration of FuelFocus parts or equipment will void t his warranty.
Damage suffered by FuelFocus equipment resulting from shipping, accident, pwer surges, neglect, misuse, acts of Nature, or abuse are not covered by this warranty.
Limited Software Warranty
AssetWorks provides a one (1) year limited software warranty to licensees of FuelFocus software accompanying AssetWorks hardware. AssetWorks warrants that the media on which the software is delivered will be free of defects in material and workmanship for a period of one (1) year following delivery of the software to licensee. AssetWorks warrants that the software, when used in accordance with the terms of the AssetWorks software license, will operate substantially as set forth in the applicable AssetWorks Documentation for a period of one (1) year following delivery of the software to licensee.
Technical Support Access
During the warranty period, toll free phone support is offered 5 days per week (8 a.m. to 5:00 p.m., Monday through Friday, except holidays). Calls left after hours will be returned the next business day.
Access to Technical Support after warranty period is on a commercially reasonable basis (unless a AssetWorks Support Contract is purchased for all systems owned by the customer).
Software Updates
During the warranty period, software updates for system software and software products released by AssetWorks are available by contacting AssetWorks Technical Support. System software updates include applicable minor releases (e.g. Release 2.0 to 2.1) to the AssetWorks family of products as well as major feature releases (e.g. Release 2.x to 3.0). Customer must have access to the Internet for Web Browser or FTP downloads as directed by Technical Support. Software updates released after the initial one (1) year warranty period are available as an upgrade product for the then applicable list price.
Warranty Limitations
AssetWorks's warranties as set forth herein ("Warranty") are contingent on proper use of the FuelFocus hardware and software ("Products") and do not apply if the Products have been modified without AssetWorks's written approval, or if the Products' serial number label is removed, or if the Product has been damaged. The terms of the Warranty are limited to the remedies as set forth in this Warranty.
THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. ASSETWORKS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH
RESPECT TO THE SOFTWARE, HARDWARE, PRODUCTS, DOCUMENTATION OR
ASSETWORKS SUPPORT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ASSETWORKS DOES NOT WARRANT THAT ANY PRODUCTS WILL BE Exhibit B -- Page 185
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED. IN NO EVENT SHALL ASSETWORKS BE LIABLE FOR COST OF PROCUREMENT
OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA),
HOWEVER CAUSED WHETHER OR NOT ASSETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Contact Us
For more information, please contact your AssetWorks sales representative.
INITIAL_______________
Standard Professional Services Terms
FleetFocus license is based on active units in fleet
Additional Components can be licensed at a rate of $5 per component Crystal Reports Enterprise Required for FleetFocus Standard Reports AssetWorks assumes that the client will install the required Oracle or SQL Server database licenses All software licenses and the first year maintenance fees will be invoiced upon contract execution All warranties conveyed by the manufacturer to AssetWorks are included 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).
All costs quoted in USD
Costs are estimated for a time and materials project and do not include applicable taxes Actual costs might be greater or lesser than those presented in this quote Professional Services engagements have 4-8 week lead time from execution of contract/order Exhibit B -- Page 186
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
City of Santa Monica
FleetFocus Asset and Maintenance Management Applications April 1, 2019
Exhibit B -- Page 187
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 2
AssetWorks Confidential and Proprietary | April 1, 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 ............................................................................................................................12 WBS A.6.0 Training Services...........................................................................................................................13 WBS A.7.0 Production Implementation Services ............................................................................................17 Preliminary Schedule ...........................................................................................................................................18 Assumptions ........................................................................................................................................................19 Exhibit B -- Page 188
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 3
AssetWorks Confidential and Proprietary | April 1, 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 189
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 4
AssetWorks Confidential and Proprietary | April 1, 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 190
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 5
AssetWorks Confidential and Proprietary | April 1, 2019 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 191
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 6
AssetWorks Confidential and Proprietary | April 1, 2019 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 192
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 7
AssetWorks Confidential and Proprietary | April 1, 2019 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 193
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 8
AssetWorks Confidential and Proprietary | April 1, 2019 WBS A.4.0 Technical Services
Configure Automated Fueling System Import
To provide a very straightforward and flexible solution, AssetWorks proposes that City use FleetFocus’ Automated Fuel Systems screen to define its fuel import. The base application includes this screen, with which end users can create fuel import definitions for use with the Automated Fuel Tickets screen. Using this screen, City could build its own import for processing fuel transactions from its 3rd party fuel system.
AssetWorks will assist City in defining one automated fuel import from EJWard using FleetFocus’ Automated Fuel System feature. City will provide AssetWorks a sample fuel file with appropriate data layout definition documentation for the fuel system’s data file. The files shall be fixed-width or comma separated.
The below fields are available for import via Automated Fuel Systems. Many of these fields use validated lists which must be populated by City. The data in the import file must match the data available in FleetFocus.
Automated Fuel Systems does not allow for data translation. • Equipment Identifier
• Date/Time
• Account ID
• Employee ID
• Site/Pump/Tank ID
• Product ID
• Reversal Indicator (must be Y or N)
• Transaction Code (for limiting the type of transaction to be processed) • State/Province (hardcoded list)
• Vendor ID
• Meter 1/2 readings
• Fuel or Fluid Quantity
• Fuel or Fluid Price (or Fuel or Fluid Total Cost)
• Miscellaneous Cost
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
Exhibit B -- Page 194
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 9
AssetWorks Confidential and Proprietary | April 1, 2019 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.
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.
Exhibit B -- Page 195
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 10
AssetWorks Confidential and Proprietary | April 1, 2019 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 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
Exhibit B -- Page 196
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 11
AssetWorks Confidential and Proprietary | April 1, 2019 Interface Name Functional Description
- 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 197
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 12
AssetWorks Confidential and Proprietary | April 1, 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 198
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 13
AssetWorks Confidential and Proprietary | April 1, 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 199
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 14
AssetWorks Confidential and Proprietary | April 1, 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 200
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 15
AssetWorks Confidential and Proprietary | April 1, 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 201
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 16
AssetWorks Confidential and Proprietary | April 1, 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 202
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 17
AssetWorks Confidential and Proprietary | April 1, 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 203
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 18
AssetWorks Confidential and Proprietary | April 1, 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 204
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 19
AssetWorks Confidential and Proprietary | April 1, 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 205
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 20
AssetWorks Confidential and Proprietary | April 1, 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 206
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 21
AssetWorks Confidential and Proprietary | April 1, 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 207
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA
STATEMENT OF WORK
PAGE 22
AssetWorks Confidential and Proprietary | April 1, 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 208
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit C – Page 1
Exhibit C
Project Schedule
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit C – Page 2
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit D – Page 1
Exhibit D
Statement of Work
Task Elements Deliverables
A. Project Kick-off
1. Project Kick-off Meeting
conducted remotely to discuss
project, clarify scope, and
establish a schedule
1. Finalized Project Description and
Requirements
2. Project Schedule with Achievable
Milestones
3. Proposed Project Management Plan
B. FleetFocusFA
1. Establish Test Environment for
FleetFocusFA
2. Establish Production Environment
for FleetFocusFA
3. Standard Licenses
4. Reporting Module
5. Motor Pool Module
6. Motor Pool Reservation Module
7. Shop Activity Module
8. Customer Access Module
9. KPI/Dashboard Module
10. MAXQueue Integration Module
11. Capital Planning Module
12. Crystal Reports OEM Edition with
1x Report Writer
1. FleetFocusFA TEST Environment
2. FleetFocusFA Production Environment
3. Standard Licenses—700
4. Reporting Module
5. Motor Pool Module
6. Motor Pool Reservation Module
7. Shop Activity Module
8. Customer Access Module
9. KPI/Dashboard Module
10. MAXQueue Integration Module
11. Capital Planning Module
12. Crystal Reports OEM Edition with 1x
Report Writer
C. FuelFocus
1. FuelFocus ICU licenses
2. Veeder Root Integration License
3. Vehicle Data Collector License per
site
4. FuelFocus Controller - Wireless -
2 Hose RFC1500
5. FuelFocus Controller - Wireless -
4 Hose RFC2500
1. FuelFocus ICU licenses - 6
2. Veeder Root Integration License - 6
3. Vehicle Data Collector License per site -
8 4. FuelFocus Controller - Wireless - 2 Hose
RFC1500 (5)
5. FuelFocus Controller - Wireless - 4 Hose
RFC2500 (1)
D. Active GPS and
Telematics
1. Verizon NetworkFleet License
2. A5500 Networkfleet Standard
Service
1. Verizon NetworkFleet License
2. A5500 Networkfleet Standard
Service
3. Networkfleet Incremental Service
Fee - 30 second updates
E. Passive GPS and
Telematics
1. Passive GPS Software Module
2. Driver Management Software
Module
3. Vehicle Data Collector Kit w/ CPU
4. Passive GPS Hardware
1. Passive GPS Software Module -
584
2. Driver Management Software
Module—584
3. Vehicle Data Collector Kit w/ CPU
4. Passive GPS Hardware
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit D – Page 2
Task Elements Deliverables
F. Training
1. Core Admin Training
2. Mechanics Training
3. Parts and Inventory Training
4. Active GPS (Verizon
NetworkFleet)
5. Financial and Other transactions
training
6. Training on Asset Depreciation
7. Reports generation training
1. Core Admin Training
2. Mechanics Training
3. Parts and Inventory Training
4. Active GPS (Verizon NetworkFleet)
5. Financial and Other transactions
training
6. Training on Asset Depreciation
7. Reports generation training
G. Data Conversion
1. Data conversion from FleetWave
database into FleetFocusFA
database
2. Data Transfer
3. Data Validation in new systems
1. Data conversion from FleetWave
database into FleetFocusFA database
2. Data Transfer
3. Data Validation in new systems
H. Hosting Services
1. Test environment for main
systems on host site
2. Production environment for main
systems on host site
3. Data retrieval and presentation
protocols
4. Disaster Recovery and Business
Continuity setups
5. Security Validations
1. Test environment for main systems on
host site
2. Production environment for main
systems on host site
3. Data retrieval and presentation
protocols
4. Disaster Recovery and Business
Continuity setups
5. Security Validations
I. Project
Documents
1. Software and Systems Manuals
2. Network Architecture Drawings
3. Training Handouts
4. Meeting Minutes
5. Technical Memorandum of
delivered systems
1. Software and Systems Manuals
2. Network Architecture Drawings
3. Training Handouts
4. Status Reports
5. Technical Memorandum of delivered
systems
NOTES:
1. This Statement of Work shall be read in conjunction with the Statement of Work dated May 22, 2019 in Exhibit B (Exhibit B, Pages 75-95).
2. it is expected that AssetWorks will provide Project Updates on a biweekly basis during active work periods (as defined by the City) via the proposed Project Management Plan. These updates shall include work status, billing, and schedule changes.
3. Wherever conflict with Exhibit B (AssetWorks’ Proposal and Best and Final Offer) exists, the Statement of Work dated May 22, 2019 in Exhibit B (Exhibit B, Pages 75-95) shall control.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit E – Page 1
Exhibit E
Fees, Budget and Compensation Schedule
Pricing is in accordance with Sourcewell Contract 02217-AWI and pursuant to Exhibit B, Quote – 03442-6 (Exhibit B, Pages 178-186).
1. License Fees
City shall pay to AssetWorks Software License fees for FleetFocusFA, FuelFocus, and Passive GPS and Telematics software module. These fees shall be paid according the following schedule:
i. Twenty percent (20%) upon execution of this Agreement. ii. Twenty percent (20%) upon setting up a TEST environment for the City’s use. iii. Fifteen percent (15%) upon successful data migration of City’s data into TEST environment.
iv. Thirty-five percent (35%) at production use of all the systems involved in the statement of work.
v. Ten percent (10%) holdback at system acceptance or sixty (60) calendar days after commencement of production use, at which time acceptance will be deemed, whichever is earlier.
2. Hardware and Professional Services Fees
Hardware and Professional Services provided to the City under this contract shall be in a “Time and Materials” (T&M) manner. This includes the following:
Hardware: (Pricing as set forth in Exhibit B, AssetWorks’ Proposal) i. Active GPS (VZ NetworkFleet) Telematics
ii. Passive GPS and Telematics
iii. FuelFocus Hardware
iv. Hardware for devices requiring telematics only with no GPS requirements Professional Services:
i. Project Management
ii. FleetFocusFA setup and implementation services
iii. FuelFocus setup and implementation services
iv. Telematics and GPS (Active and Passive) setup and implementation services v. Travel
AssetWorks shall bill the City according to the number of hours of labor at the appropriate hourly rate as specified in the table below:
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit E – Page 2
Position Hourly Rate
Project Manager $205
Senior Install Engineer $205
Senior Developer $205
Senior QA Engineer $205
Senior Implementation Consultant $205
Notes:
i. AssetWorks must inform the City via email of personnel position and hourly rate prior to execution of labor. The City shall approve or deny the proposed labor via email to AssetWorks.
ii. AssetWorks will be authorized to purchase material on the City’s behalf. All purchases must receive prior authorization from the City via email or written documentation.
3. Support, Maintenance, and Hosting Fees
i. For this Agreement, the effective start date of Annual support and maintenance shall be the first date of systems production use as agreed by City via email or written documentation. For Hosting Services, the effective start date is the date of execution of this Agreement.
ii. City shall pay to AssetWorks annual recurring fees for Hosting Services for FleetFocus in an amount not to exceed $1.75 per license per month ($14,700 per year for 700 licenses) for the first year, payable in advance of the one-year period. AssetWorks and City further agree that this fee shall not increase by more than three percent (3%) per year for years two (2) through five (5).
iii. City shall pay to AssetWorks annual recurring fees for Hosting Services for Reporting Database in an amount not to exceed $500 per month for the first year, payable in advance of each one-year period. AssetWorks and City further agree that this fee shall not increase by more than three percent (3%) per year for years two (2) through five (5). iv. City shall pay to AssetWorks annual recurring fees for Hosting Services for FuelFocus ICU in an amount not to exceed $50 per ICU per month for the first year, payable in advance of each one-year period. AssetWorks and City further agree that this fee shall not increase by more than three percent (3%) per year for years two (2) through five (5). v. City shall pay to AssetWorks monthly recurring fees for A5500 NetworkFleet Standard Service in an amount not to exceed $18.95 per unit per month (60 second updates) for five years.
vi. City shall pay to AssetWorks monthly recurring fees for NetworkFleet Connector (AssetWorks Client – Includes Telematics Module) in an amount not to exceed $1.00 per unit per month.
vii. City shall pay to AssetWorks monthly recurring fees for NetworkFleet Incremental Service Fee (30 second updates) in an amount not to exceed $2.55 per unit per month.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit E – Page 3
viii. City shall pay to AssetWorks annual recurring fees for FleetFocus support and maintenance in an amount not to exceed $11,752 (700 licenses) for the first year, payable in advance of the one-year period. AssetWorks and City further agree that this fee shall not increase by more than three percent (3%) per year for years two (2) through five (5).
ix. City shall pay to AssetWorks annual recurring fees for FuelFocus and Passive GPS software support and maintenance in an amount not to exceed $12,720 for the first year, payable in advance of the one-year period. AssetWorks and City further agree that this fee shall not increase by more than three percent (3%) per year for years two (2) through five (5).
The total contract budget shall not exceed $1,205,047 over a five-year period.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit F – Page 1
EXHIBIT F
Insurance Requirements
AssetWorks LLC, a Delaware limited liability company (“Consultant”) shall procure and maintain for the duration of the Agreement insurance against claims that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of the Consultant.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit F – Page 2
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M.
Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit F – Page 3
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and pursue all available remedies for the breach.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit G
NCC Software Escrow Agreement
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit H – Page 1
Exhibit H
AssetWorks’ Software Hosting Terms
1. OVERVIEW
AssetWorks operates a Data Center (“Data Center”), located at 998 Old Eagle School Rd., Wayne, PA 19087, and provides associated services to support customers that wish to outsource the operation and maintenance of computer applications listed in the Scope of Services as referenced in Attachment 2.
These Software Hosting Terms describe the hosting services to be provided by AssetWorks (“Hosting Services”) to the City of Santa Monica (“Customer”), pursuant to the Software, Hardware, and Service Agreement between AssetWorks and Customer (the “Agreement”), the respective responsibilities of the parties, the service level objectives, and the problem management process. These Software Hosting Terms incorporate the following Attachments that shall be considered an integral part of these Software Hosting Terms:
• Attachment 1 Service Level Agreement
• Attachment 2 Scope of Services
2. SERVICES
AssetWorks will perform the services (“Services”) as described in the Scope of Services, set forth in Attachment 2, subject to the level of service as described in the Service Level Agreement set forth in Attachment 1.
The general scope of services addressed by these Software Hosting Terms includes the operation, maintenance, and support of the:
• Database software for the Applications hosted under these Software Hosting Terms • Database security
• Data Center server operation
The scope of services specifically excludes operation and maintenance of the following:
• Customer hardware, including Customer’s servers, printers, network hardware (including routers and switches) and other Customer site computing equipment; • Customer application software other than noted in the Scope of Services; and • Customer Local Area Networks (“LAN”)
• Customer network infrastructure for connecting to the Internet and to the AssetWorks Data Center
3. CUSTOMER RESPONSIBILITIES
The Customer is responsible for:
• Assigning a primary and alternate Customer representative to coordinate all communications and activities related to AssetWorks services.
• Providing user identification data and determining the appropriate security profile for each user.
Customer will control security at the Application level. • All printing. No print job will print at the Data Center and all physical printing requirements will be handled by the Customer.
• The purchase and installation of printers at Customer’s sites for the Application being utilized as defined in the Scope of Services.
• Installation, operation and maintenance of all workstation software (and Customer’s LAN, existing data communications configuration, hardware, or software required at the Customer’s site except as otherwise stipulated in the Scope of Services. AssetWorks network and network responsibility DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit H – Page 2
extends from the AssetWorks routers at AssetWorks’ sites to all connected equipment at AssetWorks’ sites.
• Testing updates and fixes applied by AssetWorks to Applications used by Customer. With the exception of emergency fixes, Customer will test updates and fixes prior to their introduction to the Production environment within a mutually agreed upon time frame. • Testing upgrades. Upgrades will be moved to production by the AssetWorks at the end of the Customer testing period unless specific problems are documented in writing to AssetWorks. • Diligent analysis of suspected problems to determine their specific nature and possible causes before calling the AssetWorks for assistance. Notwithstanding this diligence requirement, Customer is responsible for informing AssetWorks of any problems encountered in a timely manner.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit H – Page 3
Software Hosting Terms: Attachment 1 - Service Level Agreement This Service Level Agreement is intended to provide an understanding of the level of service to be delivered by AssetWorks for the Services specified in Attachment 2. The service levels set forth below apply to those Services.
AVAILABILITY
AssetWorks will use commercially reasonable efforts to provide Services with an average of 99% Availability (as such term is hereinafter defined) for each quarter during the Term. For purposes of the Agreement, “Availability” during any quarter refers to an Authorized User’s ability to log into the Application during such quarter, and will be calculated in accordance with the following formula:
x = (y - z) / y * 100
Where,
• “x” is the Availability of the Application during the quarter; • “y” is the total number of hours in such quarter minus the number of hours during such quarter that the Customer is unable to log into the Application because of (a) regularly scheduled maintenance windows for the Application and for times in which Customer has been notified in writing (including e-mail) by AssetWorks in advance thereof; (b) a Force Majeure Event; (c) non-performance of hardware, software, ISP connections, and other equipment that is not provided by AssetWorks or certified by AssetWorks for use in conjunction with the Services (except as such non-performance is directly or indirectly caused by AssetWorks).
• “z” is the number of hours in such month during which the Customer is unable to log into the Application (other than for reasons set forth in the definition of “y” above); provided that AssetWorks has been notified or is otherwise aware (or reasonably should be aware) of Customer’s inability to utilize the Application.
FEE ADJUSTMENT
In the event that AssetWorks does not meet the Availability levels set forth above, the amount of fees payable by Customer will be reduced as follows:
In the event the average Availability for the Application is less than ninety nine percent (99%) during any two consecutive quarters, Customer will receive a credit to its account with AssetWorks of five percent (5%) of the amount of a quarter’s aggregate AssetWorks Hosting Services fees paid or payable by Customer to AssetWorks.
AssetWorks’ obligation to provide Customer with fee adjustments as set forth above is conditioned on Customer providing detailed written notice to AssetWorks of its contention that AssetWorks was unable to meet the applicable Availability levels. Upon receipt of such notice, AssetWorks shall have thirty (30) calendar days to investigate the contention. If, at the end of the thirty (30) calendar day period it is determined that AssetWorks did in fact fail to meet the applicable Availability levels, Customer will receive the appropriate credit to its account during the next invoice cycle.
The fee adjustment set forth in this Section of this Attachment shall be Customer’s sole remedy and AssetWorks’ entire liability in the event of a failure of any Availability measurements to meet the thresholds set forth above. This limitation on AssetWorks’ liability does not limit AssetWorks’ obligations to defend and indemnify with respect to any third-party liability, claims, demands, damages, or costs pursuant to Section 12 of the Software, Hardware, and Services Agreement into which this Service Level Agreement is incorporated by reference.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit H – Page 4
Software Hosting Terms: Attachment 2 - Scope of Services All of the services, functions, processes, and activities described below will be collectively described as the “Services” for purposes of this Attachment 2. All Services will be provided by AssetWorks to and for the Customer’s benefit in a manner that will meet the objectives outlined in the Service Level Agreement that is Attachment 1.
Application
Application refers to the Customer’s licensed AssetWorks software, and 3rd Party Software hosted by AssetWorks.
Support Software
Support Software includes the operating system, utilities, database software, and all necessary licenses required to operate the Application.
Hardware
Server infrastructure using redundant web servers and Oracle RAC database servers is deployed within the primary Data Center located in Wayne, PA, to maximize uptime. If required by Customer, Customer shall provide telecommunications equipment (including routers to be installed at the Data Center), a communication line, and services as needed for connection from Customer’s site to the Data Center.
Database Instances
AssetWorks will maintain a single Production Database instance. This Production Database will provide the daily, real-time transaction data to the Application users.
In addition to the Production Database, AssetWorks will maintain one additional, non-production Database (Test). Upon request by Customer, AssetWorks will populate these additional Databases with Customer’s Production data up to 4 times in any 12-month period at no additional cost.
For an additional charge as defined in Exhibits B and E to the Agreement (AssetWorks’ Proposal and Fee, Budget & Compensation Schedule), AssetWorks will furnish an Ad-hoc Reporting Database for use with the Customer developed ad-hoc reports. This Database will be updated from the production database every night and will allow the Customer direct access to its data for purposes of ad-hoc reporting.
Custom Reports
For an additional charge as defined in Exhibits B and E to the Agreement (AssetWorks’ Proposal and Fee, Budget & Compensation Schedule), AssetWorks will certify a Customer built Ad-hoc Report for scheduling execution from within the Application directly against the production database, certifying that the Report performs within appropriate performance guidelines and does not cause unacceptable response time issues. Once certified, AssetWorks will install the Report into Customer’s production environment to make it available for execution submission from within the Application.
Backups
Backups are taken on a nightly and monthly basis. Monthly backup tapes are rotated to the offsite storage facility and maintained for 12 months before recycling. Database backups are taken each night using Oracle RMAN and a time determined by AssetWorks. File system backups are taken using Tivoli Storage Manager and are taken following the Oracle RMAN backup as part of a scheduled process.
For an additional fee as defined in Exhibits B and E to the Agreement (AssetWorks’ Proposal and Fee, Budget & Compensation Schedule), AssetWorks will schedule other 'Critical Points' for back-up, as defined and required by the Customer (e.g., month-end, year-end and before upgrades.). The Customer retains the right to have copies of back-up tapes mailed to the Customer’s site on a schedule determined by AssetWorks.
Hours of System Operations
The Application will be accessible and available to the Customer and capable of any and all normal operating functions 24 hours a day, seven days a week except for periods of Scheduled Maintenance and DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit H – Page 5
previously approved outages. AssetWorks will not be held responsible for inaccessibility arising from communications problems occurring anywhere beyond the AssetWorks side of the router residing at the Data Center, nor will these hours of unavailability be counted as unavailable.
Maintenance
AssetWorks will complete routine maintenance on the Application according to the published schedule on its Customer Support web site. AssetWorks will publish schedules for subsequent years on its Customer Support web site. AssetWorks will provide at least 30 days notice to any changes in the schedule.
If AssetWorks is required to perform additional maintenance outside of the Scheduled Maintenance window, it will notify the Customer in writing of its request. The Customer and the AssetWorks will mutually agree on the downtime, which will then be considered a period of Scheduled Maintenance.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit I – Page 1
Exhibit I
AssetWorks’ Software Maintenance Terms
These Software Maintenance Terms set forth terms relating to the provision of software maintenance by AssetWorks LLC (“AssetWorks) to the City of Santa Monica (“Customer”) pursuant to the Software, Hardware , and Service Agreement between AssetWorks and Customer (the “Agreement”).
1. CORRECTION OF DEVIATIONS. In the event that the Customer encounters an error and/or malfunction (“Deviation”) in the Software, Customer shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will respond as follows:
a. In the event that 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 and promptly correct the Deviation or provide a commercially reasonable work around.
2. 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”); 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 versions (“New Versions”) of the Software may be issued by AssetWorks from time to time.
Compared to a Revision, a New Version substantially improves the performance of the Software and/or substantially increases its functionality and capability. Customer, in its sole discretion, may elect to purchase any New Versions.
c. Customer shall implement Mandatory Revisions 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 AssetWorks may act in accordance with Section 16.1, Right to Terminate for Cause; Notice and Opportunity to Cure, of this Agreement.
3. TELEPHONE HOTLINE ASSISTANCE. AssetWorks, at its expense, shall make available technically qualified personnel to respond to all reasonable telephone requests from Customer, Monday through Friday, excluding holidays, during normal business hours, relating to the application and operation of the Software.
At other times such personnel of AssetWorks are available by beeper for emergencies.
4. TECHNICAL LITERATURE. AssetWorks shall make available electronically to the Customer technical literature that is considered by AssetWorks to be relevant to the Software.
5. TRANSMISSION. All Revisions and New Versions will be available for download or transmitted to the Customer electronically as mutual agreed. The Customer shall be solely responsible for executing the appropriate instructions in order to transfer the Revisions or New Versions onto to its system.
6. REMOTE DIAGNOSTIC ACCESS. The Customer shall provide appropriate remote access where AssetWorks may, with the permission of the Customer, use for the purpose of remote diagnostics and support of the Software.
7. PROPER USE
a. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit I – Page 2
b. In the event that the Customer or its agents misuses the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software.
AssetWorks is not obligated to correct such misuse, however, as mutually agreed, AssetWorks may attempt to correct the situation, if possible, at Customer's expense. c. 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.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 1
Exhibit J
GPS Hardware Purchase, Software License and Service Terms
1. Purpose. As set forth in the Software, Hardware, and Services Agreement (the “Agreement”) between AssetWorks LLC (“AssetWorks”) and the City of Santa Monica (“CUSTOMER”), 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 in Exhibits B, D and E to the Agreement (“Hardware”).
a. Pricing for the Hardware is set forth in Exhibits B and E to the Agreement.
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 attached Schedule 1.
3. AssetWorks Software. As set forth in Exhibits B, D and E to the Agreement, AssetWorks will provide CUSTOMER the Telematics Module and Networkfleet Connector Module (“AssetWorks Software”) for its proprietary software, Fleet Focus. AssetWorks grants CUSTOMER a limited license to use the AssetWorks Software as specified in the Agreement.
4. Networkfleet Software. As set forth in Exhibits B, D and E to the Agreement, AssetWorks will provide CUSTOMER with a subscription to Networkfleet software (“Networkfleet Software”).
Networkfleet Software is subject to the terms and conditions set forth in attached Schedule 1.
5. Mandatory Term. If CUSTOMER terminates NetWorkfleet Services other than for cause under subsection 16.1 of the Agreement during the first year, CUSTOMER will pay the balance of fees due for the Networkfleet Software for that twelve (12)-month period as an early termination fee.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 2
SCHEDULE 1
NETWORKFLEET STANDARD TERMS AND CONDITIONS
This Schedule is incorporated into and constitutes a material part of the Software, Hardware, and Services Agreement between CUSTOMER and AssetWorks (the “Agreement”) 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 Exhibit B, D, or E to the Agreement, Networkfleet, as AssetWorks’ 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.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 3
(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 AS AGAINST NETWORKFLEET 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 ERROR-FREE,
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 Website, regardless of whether such items or services are created or suggested by CUSTOMER, remains with Networkfleet and DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 4
its licensors. CUSTOMER shall have no property right in any telephone number assigned to CUSTOMER by or through Networkfleet, and understands that any such number can be changed by Networkfleet or its provider from time to time. CUSTOMER will not copy, modify, reverse-engineer, 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) NETWORKFLEET WILL NOT BE LIABLE FOR
CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF 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. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING UNDER SECTION 6 (PROPRIETARY RIGHTS), SECTION 9 (INDEMNIFICATION), AND SECTION 10 (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 ASSETWORKS AND NETWORKFLEET ON AN "AS-IS" BASIS TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW. NETWORKFLEET AND ASSETWORKS 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 OTHER 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. ASSETWORKS 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 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 DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 5
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 arise from 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. CUSTOMER’s obligations under this paragraph are subject to AssetWorks’ obligations to defend and indemnify CUSTOMER with respect to any third-party liability, claims, demands, damages, or costs pursuant to Section 12 of the Agreement into which these Networkfleet Standard Terms and Conditions are incorporated by reference.
(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.
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.
12.DATA. CUSTOMER represents and warrants that CUSTOMER, has all rights and authority with respect to the data CUSTOMER acquires and transmits through the Networkfleet Items and Networkfleet DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 6
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 Networkfleet, 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 email 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 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.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit J – Page 7
15.A minimum twelve (12)-month service term is required for each Device unit. The monthly service fee is set forth in the pricing.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit K – Page 1
Exhibit K
ASSETWORKS FUELFOCUS HARDWARE PURCHASE TERMS
Set out below are the terms and conditions on which, in accordance with the terms of the Software, Hardware, and Services Agreement to which these terms and conditions are attached as an exhibit (the “Agreement”), the City of Santa Monica, a California municipal corporation (“CUSTOMER”) will purchase from AssetWorks LLC a Delaware limited liability corporation (“AssetWorks”) the hardware needed to implement AssetWorks’ FuelFocus software.
ARTICLE 1: HARDWARE PURCHASE
CUSTOMER shall purchase the hardware listed on Schedule 1 (“Hardware”). Title to the Hardware shall pass upon shipment.
ARTICLE 2: 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. Hardware is invoiced upon delivery.
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 3: NON-DISCLOSURE
AssetWorks makes documentation for the Hardware available electronically. The CUSTOMER may copy, in whole or in part, any such documentation relative to the Hardware for CUSTOMER’s internal use consistent with the Agreement.
ARTICLE 4: 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' 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 agrees that it will defend, at its own expense, all suits against CUSTOMER for infringement of any intellectual property, including by not limited to, patents, copyrights and trademarks, covering, or alleged to cover, the Hardware described herein in the form sold by AssetWorks and AssetWorks agrees that it will pay all sums which, by final judgment or decree in any such suits, may be assessed against the CUSTOMER on account of such infringement, provided that AssetWorks shall be given: (i) immediate written notice of all claims of any such infringement and of any suits brought or threatened against CUSTOMER and (ii) authority to assume the sole defense thereof through its own counsel and to compromise or settle any suits so far as this may be done without prejudice of the right of the CUSTOMER to continue the use, as contemplated, of the Hardware so purchased. If in any such suit so defended the Hardware is held to constitute an infringement and its use is enjoined, or if in the light of any claim of infringement AssetWorks deems it advisable to do so, AssetWorks may either procure the right to continue the use of the same for the CUSTOMER, or replace the same with a non-infringing DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit K – Page 2
product, or modify said Hardware so as to be non-infringing, or, if the foregoing options are not reasonably available, take back the infringing Hardware and refund some of the purchase price taking into account a reasonable allowance for use, damage, or obsolescence.
C. If the infringement by the CUSTOMER is alleged prior to completion of delivery of the Hardware under the Agreement, AssetWorks may decline to make further shipments without being in breach of the Agreement, and provided AssetWorks has not been enjoined from selling the Hardware to CUSTOMER, AssetWorks agrees to supply such Hardware to the CUSTOMER at the CUSTOMER's option, whereupon the indemnity obligation herein stated with respect to AssetWorks shall reciprocally apply with respect to the CUSTOMER.
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 Hardware 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 the sale by AssetWorks to the Customer of the Hardware 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, or replacement goods, 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 limitations on AssetWorks’ liability set out in this Article 4 shall not limit AssetWorks’ obligations to defend and indemnify CUSTOMER with respect to any third-party liability, claims, demands, damages, or costs pursuant to Section 12 of the Agreement.
ARTICLE 5: INTELLECTUAL PROPERTY RIGHTS
Unless otherwise specified herein, neither this contract nor the delivery of any Hardware hereunder shall be construed as granting either by estoppel or otherwise, any right in or license under any present or future data, drawings, plans or ideas or methods disclosed in this contract, or under any invention, patent, copyright, trade secret, or other intellectual property now or hereafter owned or controlled by AssetWorks or its third party suppliers.
ARTICLE 6: SCHEDULES
Schedule 1 (Fees), Schedule 2 (Hardware Terms of Use), and any additional schedules specified below are hereby incorporated into this Agreement.
ARTICLE 7: EXPORT CONTROLS
CUSTOMER acknowledges and agrees that any Hardware purchased by it from AssetWorks may be subject to export controls imposed by the United States Government under various federal laws, including but not limited to, the Export Administration Act of 1979, as amended (the “Act”), and/or successor legislation, and the regulations promulgated thereunder. CUSTOMER agrees not to export or re-export any Hardware without complying with the Act.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit K – Page 3
FUELFOCUS HARDWARE PURCHASE TERMS: SCHEDULE 1 – FEES
Hardware purchase fees are set forth in Exhibits B and E of the Agreement.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit K – Page 4
FUELFOCUS HARDWARE PURCHASE TERMS: SCHEDULE 2 – HARDWARE TERMS OF USE
1. PRICE/SPECIFICATIONS
Price and specifications are subject to change without notice. AssetWorks LLC is not responsible for typographical and/or photographical errors.
2. PAYMENT TERMS
Net 30. All hardware will be billed upon delivery. Please inspect all orders upon receipt. Please email [email protected] to request an RMA for any missing, damaged, or incorrect orders. You may also call 610-225-8350.
3. SHIPPING
Transportation of Hardware shall be by common carrier, at Customer’s risk and expense. Upon request from Customer to expedite shipments due to delays or other events not caused by AssetWorks, all costs will be paid by Customer.
4. RETURN POLICY
AssetWorks LLC products may be returned within 30-days of invoice date for refund, replacement, or exchange. All product returns must have a Returned Merchandise Authorization (RMA) number issued by AssetWorks marked clearly on the return package, or the package will be refused, and no credit will be issued.
To request an RMA, please email [email protected] . RMAs are valid for 15 days from the date of issuance.
The following information is required for all RMAs:
a. The invoice or packing list number
b. The product name and part number
c. Company name, point of contact, mailing address, email address, and telephone number d. A reason for the return
If you wish to make a return or exchange, you must present the merchandise within 30 days of purchase.
All goods must be returned in their original packaging. If the items are not received in their original and unused condition, a minimum re-stocking fee of 18% will be charged. Product that has been used will not be accepted for return or exchange unless under warranty or maintenance contract. Product that has been altered without the specific authorization by AssetWorks will not be accepted.
Send returns with the RMA number clearly marked on the package to:
AssetWorks LLC
Attn: RMA Department
998 Old Eagle School Road, Suite 1215
Wayne, PA 19087
All returns will be processed and fully inspected. All products must be returned in original condition including packaging, manuals, and accessories (as applicable).
5. RETURN SHIPPING
All returns must be shipped freight pre-paid.
6. UNAUTHORIZED OR REFUSED RETURNS
Packages without a Return Authorization Number will be refused. Additional charges may apply if all peripherals and accessories are not returned in the original packaging.
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit K – Page 5
7. RETURNS OLDER THAN 30 DAYS
Returns older than 30 days from the invoice date will be subject to a 25% restocking fee. Only product that is in current production will be accepted and an RMA must be obtained in advance and clearly marked as stated above. No refunds will be given.
8. WARRANTY START DATE
"Start Date" as used in this policy means the date this product is shipped from AssetWorks manufacturing plus three (3) months.
9. LIMITED HARDWARE WARRANTY
AssetWorks LLC provides a one (1) year limited product hardware warranty to purchasers of its hardware.
AssetWorks warrants that the product hardware will be free from defects in materials and workmanship during the warranty period, subject to the following:
Labor and travel costs are not included, unless required under contract specific terms.
AssetWorks will supply new or rebuilt parts to replace parts that are found to be defective while within the warranty period.
New installations must be registered with the FuelFocus Support Center within 48 hours of installation to receive warranty benefits, otherwise, the warranty period commences on the date of the invoice.
Help Desk Support is available between the hours of 8:00AM- 5:00PM Monday through Friday upon a Hardware System Failure,
AssetWorks will repair or replace such product hardware within fourteen (14) working days of its receipt of the failed hardware, if in advance of its receipt, such hardware (1) was evaluated by AssetWorks Technical Support in person or via telephone, and (2) received a Technical Support RMA number from AssetWorks.
Further, the product hardware must be shipped, shipment pre-paid, to AssetWorks, and the RMA number must be clearly indicated on the shipping box and papers.
Problems caused by faulty installation are not covered under this warranty. This warranty applies only if the equipment has been installed and used in accordance with the AssetWorks Installation Manual.
Use of service personnel other than qualified AssetWorks service providers without prior written approval of the FuelFocus Product Manager will void the warranty claim.
Use of non AssetWorks replacement parts, defects caused by the use of unauthorized addition of non AssetWorks parts, or by the unauthorized alteration of FuelFocus parts or equipment will void this warranty.
Damage suffered by hardware resulting from shipping, accident, power surges, neglect, misuse, acts of Nature, or abuse are not covered by this warranty.
10. TECHNICAL SUPPORT ACCESS
During the warranty period, toll free phone support is offered 5 days per week (8 a.m. to 5:00 p.m., Monday through Friday, except holidays). Calls left after hours will be returned the next business day. Access to Technical Support after warranty period is on a commercially reasonable basis (unless an AssetWorks Support Contract is purchased for all systems owned by the customer).
11. WARRANTY LIMITATIONS
AssetWorks’ warranties as set forth herein ("Warranty") are contingent on proper use of the FuelFocus hardware and does not apply if the products have been modified without AssetWorks' written approval, or if the products' serial number label is removed, or if the product has been damaged. The terms of the Warranty are limited to the remedies as set forth in this Warranty.
THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES.
ASSETWORKS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE
SOFTWARE, HARDWARE, PRODUCTS, DOCUMENTATION OR ASSETWORKS SUPPORT,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ASSETWORKS DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA Exhibit K – Page 6
DOES NOT WARRANT THAT ANY PRODUCTS WILL BE ERROR-FREE, OR THAT ANY DEFECTS
THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED
DocuSign Envelope ID: E8BA45EF-5319-4A1C-90F5-4C09D82A25BA