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Item 4DCITY OF II SOUPTHLAKE MEMORANDUM August 12, 2008 To: Shana Yelverton, City Manager From: Sharen Jackson, Director of Finance Tim Slifka, Purchasing Manager Subject: Item # 41) Authorize Replacement of Fuel Management System at Public Works and DPS West Station Action Requested: Authorize purchase of Fuel Management System from E.I. Ward in the amount of $83,925. Background Information: In May of 2008 our current fuel management system experienced a hard drive malfunction which rendered the system inoperable. Temporary repairs have been made but the system is not functioning as required. We have had repeated performance issues with the current fuel management system and poor vendor support for this system since its inception. Because of this latest system malfunction we accelerated our research of better options. Financial Considerations: Purchase cost of $83,925 to be allocated over multiple departments. Future system maintenance, software hosting and extended warranty fees are $8,112.50. Citizen Input/ . Board Review: None. Legal Review: City attorney has reviewed contract. Alternatives: Deny and continue using inoperable fuel management system. Supporting Documents: Contract to include Exhibit "D" and "E". Bid documents. Staff Recommendation: Approve purchase of fuel management system. Ward ~TM Contract for the Manufacture and Sales of Goods and Services This Contrail;, Jor,,. the Manufacture_anrl_Sales of Goods and Services (the "Sales Contract") is made on the day of August, 2008. BETWEEN: EJ Ward Inc. ("Ward" or "Seller" or "Licensor"), a corporation organized and existing under the laws of the State of Nevada, with its headquarters located at: 8801 Tradeway San Antonio, TX 78217 AND: The City of Southlake, Texas (the "Buyer" or "Licensee"), a municipality organized and exiting under the laws of the State (State/Province) of Texas {STATE / PROVINCE), with its head office located at: City Hall 1400 Main Street Southlake, Texas, 76092 1. DESCRIPTION OF MANUFACTURE AND SALE Seller agrees to manufacture, sell, and install to the Buyer the following goods and Services: A Fuel Management System in accordance with the Proposal Submitted by Seller to Buyer, and in accordance with EXHIBIT D: Seller's spread sheet showing the goods, services, quantities and prices for goods and services to be provided by Seller to Buyer under this Agreement. 2. PAYMENT Buyer agrees to pay for the goods and services as follows: NET 30 on invoice by Seller. In no case shall the payments by Buyer to Seller under this Agreement exceed the sum of $83,925.00.00 unless a change order for such additional amount is approved by the City Council of the City of Southlake. 3. DELIVERY SCHEDULE Buyer shall pay all expenses of packaging and preparation for shipment and shall pay all costs of shipment, including insurance on both seller's and buyer's interests. Seller shall ship appropriately packaged goods to the Address (City, State/Province), or to such destinations specified by buyer. Seller shall deliver all goods and services and have the fuel Management System and related equipment complete and fully functional within twenty-three working days after Buyer issues a purchase order (PO) to Seller. EJW AFMS Contract Page i of 15 Rev: Ju108 Addn&L waeao TM 4. EXCUSE FOR NONPERFORMANCE Seller's obligations under this agreement are accepted subject to strikes, labor troubles (including strikes or labor troubles affecting any suppliers of seller), floods, fires, acts of God, delays, accidents, contingencies of transportation and other causes of like or different character beyond the control of seller. Impossibility of performance by reason of any legislative, executive, or judicial act of any government authority shall excuse performance of or delay in performance in this agreement. Lack of funds to perform this Agreement shall not be considered a cause beyond the control of Seller. 5. MASTER SOFTWARE LICENSE SEE EXHIBIT A: Master Software License Agreement 6. WARRANTIES AND LIMITATIONS SEE EXHIBIT B: EJ Ward Inc. Limited Warranty MAINTENANCE CONTRACT SEE EXHIBIT C: AFMS Maintenance Contract 8. ENVIRONMENTAL INDEMNIFICATION To the extent permitted by law, Buyer agrees to indemnify and hold harmless Seller from any and all losses, costs, expenses, liabilities, damages or penalties, including attorneys fees (if any) incurred by seller as a result of. the condition of the property and/or compliance with environmental, soil remediation, land use or other environmental laws, regulations, orders or requirements including but not limited to any environmental matters or environmental issues or potential environmental matters or environmental issues not specifically identified as a component of this proposal which are caused by Buyer's negligence and are not the result of Seller's negligence or intentional misconduct. 9. ENTIRE AGREEMENT This Agreement, together with any exhibits referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein. In addition to Exhibit A, Exhibit B, Exhibit C and Exhibit D, this Agreement includes Exhibit E (Pages 23 and 24 of Buyer's RFP) which is attached hereto and made a part hereof. If any provisions of Exhibit E directly conflict with the other provisions of this Agreement, such other provisions of this Agreement shall control. EJW AFMS Contract Page 2 of 15 Rev: Ju108 SELLER E.J. WARD, INC. By: Authorized Signature Print Name and Title EJW AFMS Contract Rev: MOS BUYER CITY OF SOUTHLAKE By: Authorized Signature Print Name and Title Page 3 of 15 Ward 1~" EXHIBIT A. MASTER SOFTWARE AGREEMENT MASTER SOFTWARE LICENSE RECITALS WHEREAS, Seller owns certain software identified herein, WHEREAS, Seller (Licensor) desires to convey, and Buyer (Licensee) desires to receive, certain limited rights in said software pursuant to the terms and conditions contained in this Agreement. NOW THEREFORE, Licensor and Licensee agree as follows: Ward Fuel View Software - Thin Client Enterprise Edition ("Software') - Thin Client Standard Edition ("Software') X 1. Definitions A. "Software" means the computer programs and documentation listed and described in Exhibit A (Licensed Software) attached to this Agreement, as well as any archival copies of such computer programs and documentation permitted by this Agreement. B. "Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device. C. "Use" means (i) executing or loading the Software into computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes. 2. Grant of License Licensor grants to Licensee an exclusive license to install and use the Software for Unlimited users (the "License"). Licensee may make one (1) archival copy of the Software per authorized user in non-printed, machine readable form, in whole or in part, provided that such copy is for Licensee's own use and that no more than that single copy is in use at any time. Licensee will make no other copies of the Software except as authorized herein. Title to the Software will remain vested in Licensor, and nothing in this Agreement will give or convey any right, title or interest therein to Licensee except as a licensee under the terms of this Agreement. 3. Term and Termination A. The License commences as of the Effective Date of this Agreement, and remains in force until Licensee stops using the Software or until Licensor terminates this License pursuant to the terms herein. Upon termination of this agreement, Licensee will (i) return all copies of the Software to Licensor without demand or notice, or (ii) permanently delete or EJW AFMS Contract Page 4 of 15 Rev: Ju108 B. Except as set forth in the provisions of this Agreement that provide for automatic termination in the event of breach of confidentiality or unauthorized transfer, if Licensee breaches any other provision of this Agreement, Licensor may terminate this Agreement, provided, however, that Licensor has given Licensee at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach shall not alter or affect Licensor's right to exercise any other remedies for breach. 4. Limitations on Use A. Licensee agrees that it will use the Software only in its own business, and not directly or indirectly for the use or benefit of anyone other than Licensee, and only pursuant to the scope of the grant of the License set forth herein. B. Licensee will not decode, alter, decompile, reverse engineer, perform reverse analysis on or disassemble the Software. 5. Limitations on Transfer This License is personal to Licensee and may not be conveyed in any way without the prior written consent of Licensor. Any purported sale, assignment, transfer or sublicense without such consent will be null and void ab initio, and will automatically terminate this Agreement. 6. Confidentiality To the maximum extent permitted by law, Licensee agrees to observe complete confidentiality with respect to the Software, and will not copy, reproduce, publicize or otherwise disseminate it to third parties. Any breach of confidentiality by Licensee will automatically terminate this Agreement. Licensee agrees that Licensor's remedies at law for breach of confidentiality are inadequate and that Licensor will be entitled to equitable relief, including without limitation, injunctive relief, specific performance and/or other remedies to the extent permissible by law. Seller acknowledges that Licensee is a municipality which is required to comply with the Texas Public Information Act (Chapter 552, Texas Government Code). Licensee's Obligation to Notify of Infringement Licensee will immediately notify Licensor of any infringement or attempted infringement of Licensor's rights in the Software of which it becomes aware. Licensee will affirmatively cooperate with Licensor in any legal or equitable action that Licensor may undertake to protect any of its rights in connection with the Software. 8. Omitted EJW AFMS Contract Page 5 of 15 Rev: Julo8 " Waraw ' 9. Warranty of Title Licensor warrants that it is the lawful owner of the Software and/or that it has the authority to grant the License specified herein. 10. Software Warranty and Disclaimer Licensor warrants that the Software has been developed in a workmanlike manner, and in conformity with generally prevailing industry standards. Licensee must report any material deficiencies in the Software to Licensor in writing within one (1) year of the Effective Date of this Agreement. Licensee's exclusive remedy for the breach of the above warranties will be the correction of the material deficiency within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES. 11. Limitation of Liability, Indemnification A. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensor's total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee under this agreement. 12. Maintenance No software maintenance is included under the terms of this Master Software Agreement. Licensor's obligations with respect to maintenance and support, including upgrades, if any, will be set forth in a separate written agreement between the parties. 13. Relation of Parties Nothing in this Agreement will create or imply an agency relationship between Licensor and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 14. Mediation EJW AFMS Contract Page 6 of 15 Rev: Ju108 Ward Any dispute arising under this Agreement will be subject to mediation by a single Mediator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any, before either party shall be entitled to file judicial proceedings regarding this Agreement. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Texas. The mediation will be held in the state of Texas. 15. Attorneys' Fees If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs. 16. Severability if any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. 17. Force Majeure Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control. Under this paragraph, lack of funds shall not be considered events or circumstances beyond a party's control. 18. No Waiver The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto. 19. Applicable Law; Venue This Agreement shall be governed by the law of the State of Texas. Any legal action arising out of this Agreement shall be filed in state district court in Tarrant or Denton County. EJW AFMS Contract Page 7 of 15 Rev: Ju108 W W ard " EXIBIT B: EJ WARD INC. LIMITED WARRANTY EJ WARD INC. LIMITED WARRANTY Warranty coverage for EJ Ward Inc. (Ward) products are described below. Additional support coverage can be purchased with your Ward products. Please consult your local Ward sales professional for annual support and services fees. The terms and conditions governing your warranty on Ward products are located below. Such terms and conditions supersede all other terms, unless otherwise agreed by Ward. Warranty Start Date "Start Date" as used in this policy means the date this product is shipped from Ward manufacturing plus three (3) months or activation date, whichever comes first. Limited Hardware Warranty EJ Ward, Inc. ("Ward") provides a one (1) year limited product hardware warranty to purchasers of Ward products. Ward warrants that the product hardware will be free from defects in materials and workmanship that result in a material deviation from the applicable published Ward technical specifications ("Hardware System Failure"). Upon a Hardware System Failure, Ward will repair or replace such product hardware within three (3) working days of its receipt of the failed hardware, if in advance of its receipt, such hardware (1) was evaluated by Ward Technical Support in person or via telephone, and (2) received a Technical Support RMA number from Ward. Further, the product hardware must be shipped, shipment pre-paid, to Ward, and the RMA number must be clearly indicated on the shipping box and papers. Limited Software Warranty Ward provides a one (1) year limited software warranty to licensees of Ward software accompanying Ward hardware. Ward 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. Ward warrants that the software, when used in accordance with the terms of the Ward software license, will operate substantially as set forth in the applicable Ward Documentation for a period of one (1) year following delivery of the software to licensee. EJW AFMS Contract Page 8 of 15 Rev: JuI08 During and up to 90 days from the warranty "start date", toll free phone support is offered 5 days per week (8 a.m. to 6:00 p.m. Central Time, Monday through Friday, except holidays). Calls left after hours will be returned the next business day. Access to Technical Support after this 90-day warranty period is on a commercially reasonable basis (unless a Ward Support Contract is purchased for all systems owned by the customer). Software Updates During and up to 90 days from the warranty "start date", software updates for system software and software products released by Ward are available by contacting Ward Technical Support. System software updates include applicable minor releases (e.g. Release 2.0 to 2.1) to the Ward 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. Hardware Repair Service In the event of a hardware system failure past the first 30-days, but within the first year of ownership from the "warranty start date", the unit will be either repaired or at Wards' option, replaced with a new or reconditioned unit of equal or better value. This service requires a phone support evaluation of the failed system from Ward Technical Support personnel, and the issuance of a Technical Support RMA number. The Customer must ship the failed unit, pre-paid, to Ward. The RMA number must be clearly indicated on the box and shipping papers. Failure to do so will result in delays. A repaired or replacement unit will be shipped at Ward's expense within 7 business days after receipt of the failed unit. Warranty Limitations Ward's warranties as set forth herein ("Warranty") are contingent on proper use of the Ward hardware and software ("Products") and do not apply if the Products have been modified without Ward'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. WARD MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SOFTWARE, HARDWARE, PRODUCTS, DOCUMENTATION OR WARD SUPPORT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WARD 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 WARD BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES EJW AFMS Contract Page 9 of 15 Rev: Ju108 Contact Us For more information, please contact your Ward sales representative. You can also call us at 1- 800-580-WARD or at www.ejward.com BJW AFMS Contract Page 10 of 15 Rev: Ju108 Ward EXHIBIT C: AFMS Maintenance Contract AUTOMATED FUEL CONTROL SYSTEM SOFTWARE & HARDWARE SERVICE AGREEMENT INCLUDING LABOR BETWEEN E.J. WARD, INC. ("Seller") AND THE CITY OF SOUTHLAKE, TEXAS (`Buyer") Introduction: This Agreement is designed to ensure Buyer continuous trouble-free automated fueling system operation with a minimum of downtime or service interruption. The Agreement detailed below defines the entire Maintenance Agreement and may be modified in writing subject to the approval of both parties. The Agreement is comprised of three parts. 1. Fuel Control Terminal Hardware Maintenance 2. Central Computer Software Maintenance 3. Pricing Normal business hours for the purposeof this agreement are defined as: Standard work week Monday Friday, 8 - 5 p.m., CST. If work is required on weekends or after-hours, additional charges equal to 1.5 times the base rate may apply. Service and maintenance will be provided as set forth in the following sections: 1. Fuel Control Terminal Hardware Maintenance Extent of hardware coverage: Seller will ensure the proper operation of each component in every fuel control terminal on the Buyer sites with Seller fuel control terminals installed on them. All materials will be provided to repair or replace worn parts or complete assemblies as required to restore the system to full factory specification. Labor is included in this agreement. Response will be the same working day where applicable. Calls received too late in the day to allow repair without incurring overtime charges will be scheduled for the next day, unless otherwise directed. EJW AFMS Contract Page 11 of 15 Rev: Ju108 TM Hardware Covered: Included in this coverage are the following hardware components that are installed in the fuel control terminals. Fuel Control Terminal components: Exchange and/or repair of components is 2 - 3 days after the receipt of the boards in need of repair or exchange or after the receipt of a request for shipment if there is no exchange or repair board available. Equipment out of the control of Seller (i.e. telephone lines, TCP/IP LAN networks, telephone interfaces, gasoline dispensers, tank monitors, etc.) is not covered as part of this Agreement. However, Seller agrees to provide Buyer with some technical support in resolving problems associated with telephone lines, TCP/IP and dispensers. Furthermore, Seller will consult with representatives of other support organizations. If the time required to resolve external issues is excessive, Buyer will be contacted for authorization to proceed. If Buyer chooses to terminate or not carry a maintenance agreement, telephone support will be provided at the current published rate but not to exceed $200 per hour for software and hardware support. There is a one hour minimum on all telephone support calls per incidence. Seller will be paid $200 per hour for regular time and $300 for overtime for all work performed at the Buyer's request plus reasonable travel expenses if the Buyer chooses to terminate, not renew or not carry a maintenance agreement. 2. Ward Fuel View Software and Database Maintenance Extent of Software Coverage: Seller will ensure the proper operation of all Seller copyrighted software programs and their interface to external programs. Software fixes will be installed to correct problems discovered in the installed system. Priority scheduling will be offered on new program generation and preferred rates will apply. Problem reports will be addressed in the following manner: Priority 1 - Requires immediate attention as performance is unreasonably degraded (i.e. the system is completely down). The software is unusable as it does not perform most of its documented functions with most of its supported 110 devices or it fails catastrophically in response to internal program or file errors. EJW AFMS Contract Page 12 of 15 Rev: JW08 : Priority 2 - Requires urgent action, as failures are extremely inconvenient (i.e. a site is down). The software is usable and performs most, but not all of its documented functions properly, on most of its supported I/O devices. Every effort will be made to provide a resolution as soon as possible, and in worst case, within five (5) working days of receipt of reported problem. (M Priority 3 - Requires routine action, as failure is only somewhat inconvenient. The software is usable, but does not perform in a convenient manner, as it does not support all documented functions on all devices or dies on an intermittent basis. Resolution will be provided at the earliest convenience, and in worst cases, normally within 14 calendar days of receipt of reported problem. In addition, Seller personnel will periodically review the status of the software programs via remote support. Anything that may impact future performance will be addressed as necessary. Buyer will be notified of any conditions or procedures observed which although out of the direct operation of the programs could impact the reliability of the system. Buyer will ensure the support line is available to facilitate this service. Software Covered: Included in this coverage are the following Seller copyrighted software programs installed on the central computer and backup computer (as applicable). ■ Ward Fuel View Software ■ Communication Programs ■ Database Interface Programs ■ Reports, Screens and Scripts ■ Data Files Computer hardware is normally covered as part of company-wide programs, and is not included in this Agreement. Software out of the control of Seller (i.e. SQL Server, Windows OS, PC Anywhere, 3rd party software etc.) and computer hardware is not covered as part of this Agreement. However, Seller agrees to provide the customer with some technical support in resolving problems associated with operating system and database engine problems. Seller will consult with representatives of other support organizations. If the time required to resolve external issues is excessive, Buyer will be contacted for authorization to proceed. EJW AFMS Contract Page 13 of 15 Rev: Jui08 questions regarding the system. This service will be provided during normal working hours (Central Standard Time). Emergency service after hours is available at preferred rates. Training classes and additional support time will be offered at preferred rates. Miscellaneous Additional Conditions: a. Additional equipment may be added to this Agreement. Warranty will be taken into consideration. Initial repairs where required to qualify for maintenance where applicable will be billed separately. Maintenance costs will be adjusted to reflect additional equipment. b. Vehicle Equipment is covered under this agreement. c. Seller shall not be liable for any loss, delay, injury or damage whether direct or consequential caused by conditions beyond its direct control to include, but not limited to governmental acts, strikes, fires, explosion, theft, civil commotion, malicious mischief, vandalism, electrical abnormalities, or acts of nature. d. Non-covered repairs or replacements caused by improper operations, negligence, or misuse will be billed at current established rates. e. Seller will provide 24 hour per day response, 7 days per week to emergency calls. If the Buyer notifies Seller of a required emergency or after hour service, Seller agrees to respond as soon as possible and invoice at current after hour rates. This Agreement does not prevent after hour's response, and ensures favorable rates. However, every effort will be made to preclude after hour charges. f. Standard rates for non-covered repairs (i.e. vandalism) are $125.00 per hour regular time, $187.50 per hour overtime. g. Preferred software rates are $200.00 per hour regular time and $300 per hour after hours for the life. 3. Pricing 1. Hardware Turnkey Maintenance Pricing: a. $200 per terminal per month (such charges to be billed to Buyer monthly in advance) b. Parts and On Site Labor c. Includes Software Turnkey Maintenance (3) 2. VIT, CANceiver and GPS Vehicle Devices a. 1 --1000 Devices: $2.50/device/year b. 1000-10000 Devices: $2.00/device/year c. Labor not included 3. Software Turnkey Maintenance, when Hardware Turnkey Maintenance (1) is not chosen: a. $3500 annually (standard) $10,000 annually (enterprise) b. Quarterly Updates, Patches, Fixes c. 3 hours per month phone support ENV AFMS Contract Page 14 of 15 Rev: 7u108 wairclu TM This turnkey maintenance contract is effective when the Fuel Management System is fully operation and shall continue for one year thereafter. Buyer shall have the option to renew this turnkey maintenance contract on an annual basis if Buyer gives Seller written notice 30 days prior to expiration of the term of the contract. It is agreed the cost of the contract may be adjusted on a yearly basis up or down based on current labor rates, service history, and the addition or subtraction of hardware or software components. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives. SELLER Authorized Signature BUYER Authorized Signature Print Name and Title EJW AFMS Contract Rev: Ju108 Print Name and Title Page 15 of 15 FULL AUTOMATED SYSTEM with PASSIVE GPS vvn++nv. oty Unit Price Extended Price Item TLS Interface - Applicable only on devices with proven leader Root 2 $ 750,00 $ !,500.00 communication Protocol (Note 1) Jettscan - CANceiver Programmer 1 $ 1,400. 0 $ 1,400.00 CANceiver - Vehicle Information Transmitter Kit 50 $ 250.00 $ 12 500.00 Vehicle Information Transmitter (VIT-SX) 25 $ 105.00 $ 2,625.00 - Non-CANceiver Compatible Vehicle DATAKEY-BLACK 0 $ 6.00 $ - KEY-ENCODER-011 0 $ 500.00 $ Installation of Passive GPS as required 50 $ 50.00 .....2,500.0D Installation of CANceiver or VIT as required 75 $ 125.00 $ 9,375.00 Ward Fuel View Software 1 $ 5,500.00 $ 5,500.00 -Thin Client Standard Edition - Software for Passive GPS collection via Fuel System - Fleet Data Included - Standard export file for fleet maintenance Fuel View S stem Startu Testing and Training 1 $ 1,350.00 $ 1 350.00 Frei ht estimated 1 $ 125.00 $ 125.00 subtotal $ 36,876,00 1) For all Tank Level Sensors (TLS), the TLS must communicate in Veeder Root protocol independent of the device manufacturer (e.g. Incon, AutoStik, Numercator etc.). If the device does not communicate in the Veeder Root protocol, additional charges may apply. TI-8 must accept TCPIIP Card for network communication. -TLS Network Card Included -Network cabling to TLS responsibility of customer PASSIVE CPS Hlstarical Download Fuel Station or Hat 5 of 00 Qty Unit Price Extended Price Ward Track 200 vehicle devices 5D $275.00 $13,750.00 Ward Track 200 Hot Snot 0 1 500.00 $0.00 Wand Antenna 50 No Charge Sub Total $13 750.00 ' Requires EJ WARD "Passive" GPS enabled I*CT WARD TRACK AVL SOFTWARE INITIAL S TART UP Item - RD HOSTEL) Qty Unit Price Extended Custom Software pevelo meat 1 Inte ration of Existin Data or 0 $125.00 $0.00 WARD HOSTED FLEET VIEW SOFTWARE !m lementatlon and raining 1 1 $1.800.00 $1 800.00 Ward Track Fleet Views stem license fee 1 $3 000.00 $3,00100 Sub To I $4.800.00 Total $4,800,00 NOTE 1 - Due after initial service period 2nd ear ■ ' • ' 1 Mandate Annual license fee after initial activation 1 $3.000.00 $3,000,00 Sub Total 50.00 110N,_ Total $3 000.00 Ward FULLY AUTOMATED SYSTEM with PASSIVE GPS 1' V L.l» A7 1 Qty Un it Price Exten ded Price item Ward Fuel Control Terminal (rCT-RT) - FCT-RT-07H -PUBLIC 1 $ 7,500.00 $ 7,500.Op WORKS - Electronic Key - Alpha-Numeric Keypad - CANceiver - RF-Gomm Terminal Radio Ward Fuel Control Terminal (FCT-RT) - FCT-RT-02H - FIRE I S 5,500.00 $ 5,500.00 STATION DPS - F-lectronic Key - Alpha-Numeric Keypad - CANceiver - RF-Comm Terminal Radio 2 Pulse kits - Fire Station DPS 2 $ 500.00 $ 1.000.00 Hose Module Kik 9 $ 300.00 $ 2,700.00. SkyComm II Base Unit Kit 2 $ 800.00 $ 1,600.00 - Power Supply - High Gain Radio Antenna Terminal Installation, Final Wiring, System Startup, Testing and 1 $ 9,800.00 $ 9,800.00 Training Frei ht estimated 1 $ 400.00 $ 400.00 Subtotal $ 26 300.00 83825.00 Optional Service Contract a d Extended Warranty n... illi-+...M. Cun:.n4lnn 113-4 • rl Item Qty Unit Pdoe An nual Price Turnkey Maintenance - $200 I FCT per month 2 $ 200.00 $ 4,800.00 - includes parts and On Site labor (see service contract for details) - Includes Software Su ort and Maintenance Software Support and Maintenance (Annual Fee without Turnkey 0 $ 3,500.00 $ - Maintenance) ©uarterly Updates and Patch / Fix as required 3 Hour phone support 1 month VIT, CANceiver Device 75 $ 2.50 $ 187.50 1 - 1000 Devices: $2.50/DevicefYear 1001-10000 Devices: $2.00IDevicefYear 0 $ 2.00 $ - GPS Ward Track Device 50 $ 2.50 $ 125.00 1 - 1000 Devices: $Z%DeviceNear 00/Deviceffear i $2 D . ev ces; 1001-10000 0 $ 2.00 $ s . .Subtotal 5 5112.50 1 J ~ _ ~r II. CONTRACT TERMS AND C©NDITIONS. EXCEPT WHERE PROPOSER MAI£ES SPECXFIC EXCEPTION 17V THE SUBMITTED PROPOSAL, ANY CONTRACT RESULTING FROM THIS RF'P WILL CONTAIN THE .FOLLOWING TERMS AND CONDITIONS, WHICH PROPOSER HEREBY KNOUT DGES, AND TO WHICH PROPOSER AGREES BY SUBMnTING A PROPOSAL: 1. Delivery of Products and/or Services A. Payment Terms: Unless otherwise specified in the Scope of Services or otherwise agreed to in writing by the City, payment terms for the City are Net 30 days upon receipt of invoice, B. W an of products and Servic : All products furnished under this contract shall be warranted to be merchantable and good quality and fit for the purposes intended as described in this Proposal, to the satisfaction of City and in accordance with the specifications, terms, and conditions of the Scope of Services, and all services performed shall be warranted to be of a good and workmanlike quality, in addition to, and not in lieu of, any other express written warranties provided. C. Late Delivery or Performance. If Proposer fails to deliver acceptable goods or services within the timefrarrtes established in the Project Schedule, the City shall be authorized to purchase the goods or services from another source and assess any increase in costs to the defaulting Proposer, who agrees to pay such costs within ten days of invoice. D, Title to Goods and Risk of Loss, For goods to be provided by Proposers hereunder, if any, the title and risk of loss of the goods shall not pass to City until City actually receives, tales possession, and accepts the goods and the installation of such goods, has tested the system, and determined that it is in good and acceptable working order. 2. Miscellaneous A. Independent Contractor: Proposer agrees that Proposer and Proposer's employees and agents have no employer-employee relationship with City, Proposer agrees that if Proposer is selected and awarded a contract, City shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, Federal or State unemployment taxes, income tax withholding, Workers Compensation Insurance payments, or any other insurance payments, nor will City furnish any medical or retirement benefits or any paid vacation or sick leave. B Assignments: The rights and duties awarded the successful Proposer shall not be assigned to another without the written consent of the Purchasing Manager. Such consent shall not relieve the assigner of liability in the event of default by the assignee. C, ien : Proposer shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods, and services which may be provided to the City by Proposer or Proposer's vendor(s), and if the City requests, a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. D. Gratui 'es / Bribes: Proposer certifies that no bribes in the form of entertainment, gifts, or- otherwise, were offered or given by the successful Proposer, or its agent or representative, to any City officer, employee or elected representative, with respect to this RFP or any contract with the City, and that ifany such bribe is found to have been trade this shall be grounds for voiding of the contract E. Tit ancial Participation: Proposer certifies that it has not received compensation from the City to participate in preparing the specifications or RIT on which the Proposal is based and acknowledges that this contract may be terminated andlor payment withheld if this certification is inaccurate. City of SoIt1,41ahe - RFP0806B200TS800036 - Page 23 of 24 F. Required Licens s: Proposer certifies that he holds all licenses required by the State of Texas for a provider of the goods and/or services described by the Scope of Services herein. G. Authori to Submit Pro osaf and Enter Coutract: The person signing on behalf of Proposer certifies that the signer has authority to submit the Proposal on behalf of the Proposer and to bind the Proposer to any resulting contract. H. Compliance with A rtlicable Law: Proposer agrees that the contract will be subject to, and Proposer will strictly comply with, all applicable federal, state, and local laws, ordinances, rules, aad regulations. 3. financial Responsibility Provisions A. Insurance: The Proposer, consistent with its status as an independent contractor, shall carry, and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise specified) as City may require: i. Worker's Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas; ii. Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed DperationslProducts Liability, Premises Liability, Medical Payments, Interest of Employees as additional insureds, and Broad Form General Liability Endorsements, for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage on an occurrence basis; iii. Comprehensive Automobile Liability insurance covering all owned, non-awned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars {$1,000,000} Combined Single Limit Bodily Injury and Property Damage. B. Indemnification: Proposer agrees to defend, indemnify and hold harmless the City, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court casts and related expenses, arising out of, connected with, or resulting from any acts or omissions of Proposer or any agent, employee, subcontractor, or supplier of Proposer in the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. C. Indemnity for Intelleetual Property: Proposer hereby Avarrants that the use or sale of the products, materials and services delivered hereunder will not infringe an the rights of any trade secrets, patent, copyright, registered trademark, or other Intellectual property right covering such materials and the successful Proposer agrees to indemnify and hold harmless the City, all of its officers, Council members, agents and employees, from any and all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including; reasonable attorneys' fees, court costs and related expenses, arising out of any alleged infringement of such rights. D. Bond Re nirements: Prior to the commencement of work on this Project, Proposer shall deliver to the City the following bonds issued by a good and sufficient surety licensed by the State of Texas and satisfactory to the City: i. A payment bond in the amount of 100% of the total contract amount insuring the full and prompt payment of a] I persons performing labor and/or furnishing materials in connection with this Project; and ii. A performance bond in the amount of 100% of the total contract amount insuring full, faithful, and prompt performance of the responsibilities contained in this contract within the blue parameters provided herein. City ofSolttltlaife - RFP0806B200TS800036 W Page 24 af24