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Home My WebLink AboutC2023-025 - 2/14/2023 - Approved DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B AMENDMENT NO. 2 TO ASSETWORKS AGREEMENTS 22 February THIS AGREEMENT is made effective this day of , 2023 between: ASSETWORKS INC. (f.k.a. AssetWorks LLC prior to 2022 conversion from a limited liability company to a corporation), a Delaware corporation, with a place of business at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 ("AssetWorks"); and CITY OF CORPUS CHRISTI, a Texas home-rule municipal corporation, with offices at 5352 Ayers, Bldg 3B, Corpus Christi, TX 78415 ("Customer"). A. Customer and AssetWorks have executed the following agreements (collectively, "the Agreements"): • Software License and Related Hardware Purchase Agreement effective January 1, 2018 • Software Maintenance Agreement effective January 1, 2018 • Professional Services Agreement effective March 19, 2019 • Hosting Services Agreement effective March 21, 2018 B. Customer and AssetWorks intend to amend the Agreements in order to add products and services to the scope of the Agreements in order to upgrade FleetFocusM5 System effective January 1, 2023-December 31, 2027. NOW THEREFORE Customer and AssetWorks agree as follows: 1. Renew a five-year Software Maintenance Agreement with Amendment 2 — Schedule 1, attached hereto and incorporated by reference. The total five-year amount for Software Maintenance Renewal shall be $347,178.99. 2. Renew a five-year Hosting Services Agreement with Amendment 2—Schedule 2, attached hereto and incorporated by reference. The total five-year amount for Hosting Renewal shall be $360,292.68. 3. AssetWorks shall provide services to install Mobile Focus EDGE (EDGE) module in accordance with Amendment 2 — Schedule 3 for a total amount of$12,320.00. 4. AssetWorks shall increase Perpetual Software License from 2000 to 2800 units in accordance with Amendment 2 — Schedule 4 for a total amount of$50,000.00. 5. Any terms, conditions or provisions of the Agreements not specifically addressed or modified by this Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized representatives as of the date above. DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B CITY OF CORPUS CHRISTI ASSETWORKS INC. -DocuSigned by: DocuSigned by: °^- btl(f Ufa F7D546656HB4EC_.. 1FDF16F944BC477_.. Name: Josh chronley Name: Robert Hallett Title: AD of Finance & Procurement Title: General Manager Date: 2/22/2023 Date: 12/22/2022 APPROVED AS TO LEGAL FORM: Res.032983 Authorized By j cuSigned by: A04 �" 2/21/2023 Council 2-14-2023 ssMgHf61VAttorney Date Er-;/s is ATTEST: Da uSxgnetl hyo 9 e *---87A77B2P6S 7847D_ Rebecca Huerta City Secretary DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B t 2 - Schedule 1 AssetWORKS 1MA11141 EINAINGIE IREINEWAII S1 Al 1E Im 1E�114 I 998 Old Eagle School Road I Suite 1215 I Wayne PA 19087-1805 Number 8327 M5FL MNT23.... ev1 Tel (484) 588-5515 Fax (610) 971-9447 5 year Term TO: City of Corpus Christi Revised to reflect Added 800 remits FROM: AssetWorks LLC DATE: November 28, 2022 RE: FleetFocus M5 Maintenance and Support Renewal Prices valid through December 31, 2027 Annual Software Maintenance and Support for period 1/1/2023-12/31/2023 FleetFocus M5 license for up to 2,800 equipment units Including Ad-hoc Query, Crystal Reports, Replacement Analysis, KPI/Dashboards, Motor Pool, Shop Activity, SmartApps, Edge $ 50,567.81 FuelFocus $ 997.60 Includes product updates and enhancements, unlimited email and telephone support for 12 months Subtotal,2023 Maintenance $ 51,565.41 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2023 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220,offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2023 Maintenance+Options $ 62,865.41 Annual Software Maintenance and Support for period 1/1/2024-12/31/2024 Same configuration as above Subtotal,2024 Maintenance $ 54,659.33 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2024 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220,offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2024 Maintenance+Options $ 65,959.33 Annual Software Maintenance and Support for period 1/1/2025-12/31/2025 Same configuration as above Subtotal,2025 Maintenance $ 57,938.89 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2025 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220,offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2025 Maintenance+Options $ 69,238.89 Annual Software Maintenance and Support for period 1/1/2026-12/31/2026 Same configuration as above Subtotal,2026 Maintenance $ 61,415.22 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2026 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220,offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2026 Maintenance+Options $ 72,715.22 Annual Software Maintenance and Support for period 1/1/2027-12/31/2027 Same configuration as above Subtotal,2027 Maintenance $ 65,100.14 OPTION 1: Basic Admission for 2 to AssetWorks Academy Fleet Users Conference in 2027 $ 2,500.00 OPTION 2: Professional Services, up to 40 hours @$220,offsite, no travel; billed monthly as utilized $ 8,800.00 Total,2027 Maintenance+Options $ 76,400.14 4 If you have any questions, please contact Colleen Boutcher at(484)588-5515 or Colleen.Boutcher@AssetWorks.com. Page 1 of 2 <— C\Users\alexis.scheifley\Desktop\Corpus C:\Users\alexis.scheifley\Desktop\Corpus Christi M5 FL Maint Renewal Jan 2023_5yr_Rev3 Confidential Information DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B AssetWORKS 1MA11141 EINAINGIE IREINEWAII S1 Al EIME141 998 Old Eagle School Road I Suite 1215 I Wayne PA 19087-1805 Number 8327 M5FL M T23 Rev1 Tel (484) 588-5515 Fax (610) 971-9447 5 year Term TO: City of Corpus Christi Revised to reflect Added 800 units FROM: AssetWorks LLC DATE: November 28, 2022 RE: FleetFocus M5 Maintenance and Support Renewal Prices valid through December 31, 3037 For Visa, MasterCard, and American Express payments, add 4%: REMIT TO: Sales Tax: 0.0000% $ - CHECKS All software updates are electronically delivered AssetWorks PO Box 202525 5 YEAR BUDGETARY TOTAL, $US $ 347,178.99 Dallas TX 75320-2525 EFT,ACH, OR DIRECT DEPOSIT Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax ID#98-0358175 ABA# 122105278 Canada GST/HST#834113896 RT0001 Account# 5076434348 AssetWorks LLC is a subsidiary of Trapeze Software Group Inc. If you require a separate invoice, complete this form and return it by email or fax;AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice,we must receive that PO by email to Colleen.Boutcher@AssetWorks.com or by fax to(610)971-9447. Do not mail POs to our remittance address. Terms Unless there is a signed agreement between the parties,this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http://www.assetworks.com/TC-Fleetl. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of maintenance is required 90 days prior to annual renewal date. SOLE SOURCE FleetFocus is proprietary property of AssetWorks LLC and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks'ownership rights. Accordingly,AssetWorks is the sole source for software,maintenance and services of its products. I,the undersigned,accept this maintenance renewal as described above. Name: Josh Chronley Title: AD of Finance & Procurement Signature: � � C't'� Date: 2/22/2023 [ ] PO REQUIRED:# [ ] NO PO REQUIRED [ ] NO SEPARATE INVOICE NEEDED [ ] Please MAIL invoice to: [ ] Please E-MAIL invoice to: 4 If you have any questions, please contact Colleen Boutcher at(484)588-5515 or Colleen.Boutcher@AssetWorks.com. Page 2 of 2 <- C\Users\alexis.scheifley\Desktop\Corpus C:\Users\alexis.scheifley\Desktop\Corpus Christi M5 FL Maint Renewal Jan 2023_5yr_Rev3 Confidential Information DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B iment 2 - Schedule 2 AssetWORKS111 10S IIIIII IIID IIII" IIIA IIID III III II (IIII II III IIID IIF 998 Old Eagle School Road I Suite 1215 1 Wayne PA 19087-1805 Number 8327 M5F .HS7'22 Rev Tel (484)588-5515 Fax (610) 971-9447 8 Year 'l"'ease TO: City of Corpus Christi Revised to correct calculation errror FROM: AssetWorks LLC Revised to retiect Added 800 Units DATE: November 28, 2022 RE: Application Hosting Renewal Prices valid thruugh December 31, 2027" Annual Application Hosting for period 1/1/2023-12/31/2023 FleetFocus M5 hosting for up to 2,800 equipment units $ 54,985.76 Reporting database $ 8,117.15 FuelFocus hosting, 1 ICU $ 811.72 Subtotal,2023 Hosting $ 63,914.62 Annual Application Hosting for period 1/1/2024-12/31/2024 Same configuration as above Subtotal,2024 Hosting $ 67,749.50 Annual Application Hosting for period 1/1/2025-12/31/2025 Same configuration as above Subtotal,2025 Hosting $ 71,814.47 Annual Application Hosting for period 1/1/2026-12/31/2026 Same configuration as above Subtotal,2026 Hosting $ 76,123.34 Annual Application Hosting for period 1/1/2027-12/31/2027 Same configuration as above Subtotal,2027 Hosting $ 80,690.74 For Visa. MasterCard, and American Express payments, please add 4%: REMIT TO: Sales Tax: 0.0000% $ - CHECKS All software updates are electronically delivered AssetWorks PO Box 202525 5 YEAR BUDGETARY TOTAL, $US $ 360,292.68 Dallas TX 75320-2525 ACH, EFT OR DIRECT DEPOSIT Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax/D#98-0358175 ABA# 122105278 Canada GST/HST#834113896 RT0001 Account# 5076434348 AssetWorks LLC is a subsidiary of Trapeze Software Group Inc. /f you require a separate invoice, complete this form and return it by email or fax; AssetWorks will issue an invoice as you instruct below. /f your organization requires us to reference a purchase order number on our invoice, we must receive that PO by email to Colleen.Boutcher@AssetWorks.com or by fax to(610)971-9447. Do not mai!POs to our remittance address. Terms Unless there is a signed agreement between the parties, this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http.IAvww.assetworks.com/TC-F!eet/. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of hosting is required 90 days prior to annual renewal date. SOLESOURCE FleetFocus is proprietary property of AssetWorks LLC and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks' ownership rights. Accordingly, AssetWorks is the sole source for software, maintenance and services of its products. I, the undersigned, accept this hosting renewal as described above. Name: 3 j;lvgnIey Title: AD of Finance & Procurement Signature: Date: 212212023 [ ] PORE ssaec- [ ] NO PO REQUIRED [ ] NO SEPARATE INVOICE NEEDED [ ] Please MAIL invoice to: [ ] Please E-MAIL invoice to: 4 If you have any questions, please contact Colleen Boutcher at(484)588-5515 or Colleen.Boutcher@AssetWorks.com. Thank You! <- C\Users\alexis.scheifley\Desktop\Corpus C:\Users\alexis.scheifley\Desktop\Corpus Christi M5 FL Hosting Renewal Jan 20235yr_Rev3 Confidential Information DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B Amendment 2 - Schedule 3 AssetWORKS ORDER FORM AssetWorks LLC Order#: Q-09596-1 998 Old Eagle School Road, Suite 1215 Date: 9/23/2022 Wayne, PA 19087 Expires On: 12/30/2022 Ship To Bill To Matthew Lopez City of Corpus Christi City of Corpus Christi Fleet Operations Manager 5352 Ayers PO Box 9277 Corpus Christi,Texas 78469-9277 Corpus Christi,Texas 78469-9277 This price is issued pursuant to Agreements entered into between AssetWorks and the above named Customer. Pricing below is valid until 12/30/2022. Professional Services MobileFocus Implementation Services-EDGE USD 12,320.00 Professional Services Total: USD 12,320.00 Grand Total: USD 12,320.00 MobileFocus EDGE Project Scope and Assumptions • AssetWorks will provide services to install Mobile Focus EDGE (EDGE) and perform base FleetFocus configuration to support EDGE as used by the customer. The module and integration assume usage of all EDGE settings out of the box and utilizes functionality built within supported versions, as noted in EDGE product documentation. The minimum version required for EDGE is v.20.1 ; additional portals will be added to future versions and noted in product documentation when released. • After training and configuration sessions are complete, the customer will finalize the setup in FleetFocus and is responsible for loading all data required for project success. • Assumes fleet assets are setup in FleetFocus and ready for configuration to support EDGE functionality. • EDGE supports the SSO methods per AssetWorks Product documentation per version. • EDGE once installed requires a requires a connection to the application server and the database. • Services for other MobileFocus platforms including handheld devices are not included, unless otherwise noted on the order form. • All services will be performed remotely using web teleconferencing, unless otherwise noted. • Training is delivered as "train the trainer" for system administrators and internal SME's for up to 10 people; end user training is not included. Where applicable, standard training materials will be utilized. Quote does not include customized training materials unless otherwise noted. • Current supported version of FleetFocus is required and adheres to the minimum versions as documented in AssetWorks Product Documentation located on the Customer Care site. • Customer may be required to upgrade if new features and/or fixes are available for the module that are considered necessary for the project success however upgrade services for FleetFocus are not included, unless otherwise noted on the order form. • Customer will be responsible for working with AssetWorks' Professional Services to move EDGE into a production environment. Page 1 of 2 DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B • Customer will make appropriate technical resources available to AssetWorks' consultants and provide necessary and appropriate personnel at meetings to define project requirements. • Customer will appoint a single point of contact for project duration that will have project management responsibilities and decision-making authority. This person will be the focal point of contact for the AssetWorks' Professional Services and Customer Care teams. • AssetWorks will assign a Project Manager 4 weeks after a fully executed and processed order. The Project Manager will engage with the customer to kick-off the project and begin scheduling services. The delivery schedule of the project requirements will be set during the project planning phase. All implementers, consultants and/or trainers for professional services will be secured by the Project Manager within a 2-4-week lead time once the project is kicked off. • Invoices are due on existing contract terms. • If additional scope is added or required, a change order will be requested of the customer. • If this order is abandoned, paused, or cancelled by the customer for any reason mid-effort, the customer will be billed for all AssetWorks time incurred at the current contracted labor rate. • Costs are for a fixed fee project and do not include applicable taxes. Milestone(s) are to be billed as noted below in the milestone names, with the amounts noted below: Services Milestone Payments: • Milestone - Review of EDGE Portals and Configurations Complete in Test and Production = $6,160 USD • Milestone - Delivery of EDGE Training = $6,160 USD In the event Customer's business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. Customer's execution of the Order Form without designating a purchase order number shall be deemed Customer's acknowledgement that no purchase order number is required for payment of invoices hereunder. Purchase Order Number: Accepted by Customer: Accepted by AssetWorks: DOCUSigned by: �•��ocuSigned by: Signature: �2 C�` Signature: I�ebuf "Idf Name (Print): josh chronley Name (Print): Robert Hallett Title: AD of Finance & Procurement Title: General Manager Date: 2/22/2023 Date: 2/17/2023 Please sign and email to Allan Richardson at allan.richardson@assetworks.com. THANK YOU FOR YOUR BUSINESS! Page 2 of 2 DocuSign Envelope ID: E5EBD3C1-7D4C-43D2-A17E-8383DC35318B Amendment 2 - Schedule 4 AssetWORKS QUOTATION AssetWorks Inc. Quote#: Q-10370-2 998 Old Eagle School Road, Suite 1215 Date: 12/1/2022 Wayne, PA 19087 Expires On: 2/21/2023 Account Manager:Allan Richardson Email: allan.richardson@assetworks.com Phone: (817)243-6776 To Matthew Lopez City of Corpus Christi 5352 Ayers Corpus Christi,Texas 78469-9277 This price is issued pursuant to Agreements entered into between AssetWorks and the above named Customer. Perpetual Software License (Increase license from 2000 to 2800 units) FleetFocusM5 Standard License 800 INC Ad Hoc Reporting Module 1 INC Motor Pool Module 1 INC Shop Activity Module 1 INC KPI/Dashboards Module 1 INC MobileFocus/Smart Apps, Enterprise License 1 INC Perpetual Software License Total: USD 50,000.00 Page 1 of 1