HomeMy WebLinkAboutStaff Report 263-09TO: HONORABLE CITY COUNCIL
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FROM: CITY MANAGER DEPARTMENT: PUBLIC WORKS
DATE: JUNE 1,2009 CMR:263:09
REPORT TYPE: CONSENT
SUBJECT: APPROVAL OF A SOLE SOURCE SCHEDULE ORDER WITH
ASSETWORKS, INC. IN THE AMOUNT OF $162,474 FOR THE
ACQmSITION AND PURCHASE OF A FUEL TRANSACTION
MANAGEMENT SYSTEM AND RELATED SOFTWARE
INSTALLATION SERVICES
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or his designee to
execute a sole source purchase order with AssetWorks, Inc. (formerly Maximus, Inc.) in the
amount of $162,474 for the purchase of a fuel transaction management system.
DISCUSSION
Vehicle Replacement Fund Capital Improvement Project VR-06801 authorizes the replacement
of the City's existing fuel transaction management system. The system is used to record and
archive vehicle and equipment fuel transactions at six City fuel sites: the Municipal Services
Center (MSC); Fire Stations 1,2, and 4; the Palo Alto Landfill, and the Palo Alto Golf Course.
In addition, the system facilitates the reconciliation of fuel inventories; collects vehicle and
equipment utilization data, and secures the City's fuel inventories by restricting fuel access to
authorized staff only. The current system, installed in 1999, is functionally and physically
obsolete and does not allow Equipment Management to meet long-planned objectives of: fully
automated fueling (requiring no user input); interface with the City's existing Veeder-Root fuel
inventory and tank: monitor system; and full integration with the existing fleet management
software application. In addition to its obsolescence, the system has become increasingly
inaccurate and unreliable, and will no longer allow for an accurate accounting of the City's high-
value fuel inventory. Since the City spends nearly one million dollars annually on fuel, it is
imperative that staff is able to accurately account for fuel usage. The only way to do this is with
a robust, reliable fuel management system that is based on current hardware and software.
This sole source purchase order provides for installation of new fuel site hardware at the three
highest volume fuel sites -the MSC, Fire Station·1 and the Palo Alto Landfill. Software
licensing, staff training, and one year of technical support are also included. The remaining three
sites (Fire Station 2, Fire Station 4, and the Golf Course) have much lower volumes and can
continue to operate on the existing system while staff evaluates the performance of the new
system at the three initial sites. The lower-volume sites will be upgraded at a later date.
CMR:263:09 Page 1 of3
This is a sole-source purchase conducted in accordance with Section 2.30.900 of the Palo Alto
Municipal Code (Standardization). The determination to standardize on the AssetWorks
FuelFocus fuel management system was based on the following factors:
• FuelFocus will allow full and seamless integration with our existing FleetFocus fleet
management application. Unlike any competing system, FuelFocus will reside in the
FleetFocus database, requiring no additional server hardware. Rather than a separate
standalone system, it is an upgrade to the City's existing system.
• Consolidation of vehicle and employee information within one database; eliminating the
need for duplicate data entry.
• The availability of real time vehicle utilization and fuel transaction data. Competing
systems require the fleet management system to poll the fuel management system for
updates.
• Reduced requirements for operation and maintenance training;
• Consolidation of support contracts. Purchasing a fuel management system from a
competing vendor would require two individual service contracts, increasing ongoing
costs.
Other factors were considered as well, such as staffs previous experience with AssetWorks
products. The City has successfully used various versions of the FleetFocus application since
1988.
RESOURCE IMPACT
Funding for this contract is available in the Capital Improvement Program project VR-06801,
Fuel Transaction Management System Replacement. This purchase will not result in any direct
cost savings; however, it will improve staff productivity and efficiency by decreasing the amount
of staff time spent monitoring fuel inventories and uploading fuel transactions, increasing the
accuracy of the fueling data, and increasing the accountability for fuel usage through more
accurate inventory reconciliation.
POLICY IMPLICATIONS
The sole-source purchase of the AssetWorks FuelFocus application is being conducted in
accordance with Section 2.30.900 of the Palo Alto Municipal Code (Standardization).
ENVIRONMENTAL REVIEW
This project is categorically exempt from CEQA under Sections 15302 and 15303 of the CEQA
guidelines~
ATIACHMENTS
Attachment A: Contract
CMR:263:09 Page 2 of3
.~ PREPARED BY:
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
CMR:263:09
KEITH LAHAIE
Fleet Manager
tLjgJ~
Page 3 of3
ATTACHMENT A
AssetWQRKS FuelFocus Order Schedule
Date: 05/19/2009
City of Palo Alto
This Order Schedule Is issued pursuant to attached Agreements and the parties agree to be bound by the terms
therein. AssetWorks, Inc. is a successor in Interest to MAXIMUS, Inc. effective October 1, 2008. The terms and
conditions herein replace any terms with AssetWorks, Ino. and shall apply to the purchase desoribed below if this
Order form is signed on or by June 15, 2009.
Customer
Contact Name Mr. Keith laHaie
Fleet Manager
The City of Palo Alto
Equipment Maintenance
3201 East Bayshore Blvd
Palo Alto, CA 94303
Phase I FuelFocus deployment-
Items to be provided:
Summarv
Hardware
Software
Services
Shipping
Travel
Maintenance
Total
Does not Include tax, assumes all sites are "FMSU ready
PMTlme=
I Number of Vehicle units--->
$
$
$
$
$
$
$-
VIB WAF J1708 Dual Input $
Can bus OaDIl Cables $
RFC VlB Fuel Inlet Antenna $
RVB Programmer (1) $
Training on RF vehicle unit Install $
$
Phase I MSC Fire 1
71,838.75 $ 43.918.75 $ 11.818.25
17,490.00 $ 11,205.00 $ 3.790.00
30,675.00 $ 19,650.00 $ 4,425.00
475.00 $ -190.00 $ 95.00
8,330.00 $ 3,330.00 $ 2,500.00
3,498.00 $ 2,241.00 $ 758.00
j32306.75 $ 80534.75 $ 23,384.25
45 hrs
75 I Vehicle RF Hardware! Per unit
12,177.00 $ 162.36
2,250.00 $ 30.00 ...,..-___ --.,,-
1.350.00 $ 18.00 $ 210
1.280.00 $ 1.280.00
2.696.00
19,753.0D
Hours
16
Phase I with vehicle units= $ 152,059.75
Tax $ 10,413.63
Total $ 162,473.38
Refuse Tanker
$ 16,103.75
$ 2,495.00
$ 6,600.00
$ 190.00
$ 2.500.00
$ 499.00
$ 28,387.75
AssetWorks Order Fonn Page 1 of15 james.schnepp@assetworks.com
AssetWQRKS FuelFocus Order Schedule
Invoicing
Tax Is!!il
On Fuel System Go-live Software $ 17,490.00 $ 1,617.83 $ 19,107.83
On Fuel System Go-live Maintenance $ 3,498.00 $ 323.S7 $ 3,821.S7 1st year
On Delivery (SO%) Hardware $ 3S,919.38 $ 3,322.54 $ 39,241.92
On Fuel System Go-Live Hardware $ 3S,919.38 $ 3,322.54 $ 39,241.92
On Delivery (50%) Vehicle Units $ 9,876.50 $ 913.58 $ 10,790.08
On Fuel System Go-Live Vehicle Units $ 9,876.50 $ 913.58 $ 10,790.08
Billed monthly as incurred Services $ 30,675.00 $ $ 30,675.00 nottaKoble
Billed on delivery Shipping $ 47S.00 $ $ 475.00 nottoKoble
As Incurred Travel $ 8,330.00 $ $ 8,330.00 nottaKoble
Total $152,059.75 $ 10,413.63 $ 162,473.38
Services are time and materials estimate (actuals will be
Invoiced)
Travel Is an estimate (acutals will be invoiced)
InfoCenter Reporting requres 0 Web Server with MS IJS
AssetWorks Order Form Page20f 15 james.schnepp@assetworks.com
AssetWQRKS FuelFocus Order Schedule
Vehicle Radio Frequency Units (to be installed by the City):
Fuel
~CUSTM
AssetWorks FuelFocus FMS System
City of Palo Alto -RF Vehicle Units
WAF Option
valid through June 30, 2009
Discounted Discounted
Part Description Quantity Price Extended
VI8 WAF J170B Dual Input 75 $ 162.36 $ 12,177.00
Canbus OBDII Cables 75 $ 30.00 $ 2,250.00
RVB Programmer 1 $ 1,280.00 $ 1,280.00
RFC VIB Fuel Inlet Antenna 75 $ 18.00 $ 1,350.00
~J:\~~~~~~~i.'f*'€il\,'~~:gj)m_>t!lii~~I~ilflilil!l!l~l!'lilW.jl!t
Training Services 16 $ 168.50 $ 2,696.00
(City will install the RF Units)
~~-.'!.t~,mm!O!ii,~~~Ji1ti'llm'&W~~~~1i'L~~~ o
Vehicle Units o $ 19,753.00
does not include Tax
AssetWorks Order Form PageS of 15 james.schnepp@assetworks.com
AssetWQRKS FuelFocus Order Schedule
Fuel
~CUSTM AssetWorks Fuel Focus FMS System
City of Palo Alto -MSC
WAF Option
valid through June SO, 2009
Discounted Discounted
Part Description Quantity Price Extended
RFC2500 ICU -WAF, 8 Hose No Option 1 $14,052.50 $ 14,052.50
RFC2500 ICU· WAF, 12 Hose No Option 1 $15,592.50 $ 15,592.50
~ .. "'~i¥j!,%'WID'-liiilW@;@m,li@¥\il~~~~~~~~J!. .. !mtti!!.~-m!~S;j)j~1&lJ
WAF Antenna Box (one needed per loca/ion) 1 $ 660.00 $ 660.00
HID Proximity Reader Option 2 $ 385.00 $ 770.00
1~!ii\~,,*~e~ .. llm!)l~Nl¥~W~~ilil$"'''''';'''*''''.\i!''''''''~~
Nozzle Transponders w/cover where applicable 16 $ 236.25 $ 3,780.00
~!ill!Il.fIMlG*,,~"~m~~~~~~~$it~~~
Fleet Focus Integration Licenses 2 $ 2,495.00 $ 4,9~0.00
per vehicle module -one lime In/egrallon fee
InfoCenter Reporting 550 $ 4.40 $
Crystal (Business Objects) XI RAS license 1 $ 2,500.00 $
FuelFocus TLS Interface 1 $ 1,295.00 $
2,420.00
2,500.00
1,295.00
Works on any TLS System that supports current Veeder Root protocols
ril,~~'mMiiG!J!gi~~£iI'1lt~4;:lfi\t''';'!~~~~iiil·'1§1'l:t\il·''a~~aima~~~~1lllIilll
Project Management 27 $ 200.00 $ 5,400.00
Hourly
Installation Services 32 $ 168.75 $ 5,400.00
Training & Fuel Module Setup Services 24 $ 168.75 $ 4,050.00
Training & InfoCenter Reporting Module Setup Services 24 $ 200.00 $ 4,800.00
Estimated Travel 1 $ 3,330.00 $ 3,330.00
Billed as actual
Maintenance & Support· Year One 1 2,241.00 2,241.00
Spare Parts Kit 8 HID 1 $ 6,063.75 $ 6,063.75
~~~~m~~~m;~~~&l\@i!,'l1iif"~~~~!1
Shipping & Handling 2 $ 95.00 $ 190.00
l~r~w~a~~'$$.1 .. @!.it'!>''i&rM''IW:&'."i.;w*~TI?~~''''_~_I$N%W'lM2~~~~'''3iJMtli>t
Project Total Cost $ 80,534.75
does not Include Tax
See Installation notes with the SOW
AssetWorks Order Form Page 4 of 15 james.schnepp@assetworks.com
AssetWQRKS
Fuel
~CUSTM
Part Description
FuelFocus Order Schedule
AssetWorks FuelFocus FMS System
City of Palo Alto· Fire 1
WAF Option
valid through June 30, 2009
QuantilX
Discounted
Price --Discounted
Extended
RFC1500 ICU -WAF. 2 Hose No Option 1 $10,298.75 $ 10,298.75
~~.J!!jl!lJ,il%~<*~~!'1iRBI\!j!!Q~Jli!ll.Mi~t*f@"'i£i1lIi1iI!!~~
WAF Antenna Box (one needed per location) 1 $ 660.00 $ 660.00
HID Proximity Reader Option 1 $ 385.00 $ 385.00
!'iillIlI'.iluli!ilf.~"'lt~iii'i@'i!'f~l'4\1~~~~1>~~~"*'@f.<,\!i0~~Q~JiWii£'~SliI~
Nozzle Transponders w/cover where applicable 2 $ 236.25 $ 472.50
S.~';il-!'i~~,.ili..'\Ik~~'it~~~~~~~
Fleet Focus Integration Licenses 1 $ 2,495.00 $ 2,495.00
per vehicla module -one time integration' fee
FuelFocus TLS Interface 1 $ 1,295.00 $ 1,295.00
Works on any TLS System that supports cu"ent Veeder Root protocols
~*@!"'j:!j~~~~~~wm.D~~~~
Project Management 12.0 $ 200.00 $ 2,400.00
Hourly
Installation Services
Based on rate of $1350.00 per day plus expenses
Training & Fuel Module Setup Services
Based on rate of $1350.00 per day plus expenses
Estimated Travel
Billed as actual
• Year One
Project Total Cost
does not include Tax
See Installation notes with the SOW
AssetWorks Order Form
8
4.0
1
1
1
Page 5 of 15
$ 168.75 $ 1,350.00
$ 168.75 $ 675.00
$ 2,500.00 $ 2,500.00
758.00 758.00
95.00 95.00
$ 23,384.25
james.schnepp@assetworks.com
AssetWQRKS
Fuel
~CUSTM
FuelFocus Order Schedule
AssetWorks FuelFocus FMS System
City of Palo Alto M Refuse Tanker
WAF Option
valid through June 3D, 2009
Discounted Discounted
Part Description Quantity Price Extended
RFC-2500 WAF Mobile Refueler 1 $14,437.50 $ 14,437.50
~'IiII:lW~~~m!';J)m11~~~'*lk\lli~~,l\¥Mjj!"®jl~
WAF Antenna Box' (oneneededperfocation) 1 $ 660.00 $ 660.00
HID Proximity Reader Option 2 $ 385.00 $ 770.00
~.jW@W€M'~~-·m-W.l1!gFE\l:'f\!t!ifJiiiliaG$M:Q!\i~&t!f~~ii~l~~~~P~~~
Hand-held PDA (see option below) $ $
Nozzle Transponders w/cover where applicable 1 $ 236.25 $ 236.25
~ii!!!!!!il$1'a,~-,,~~~~e,wlii£iXW~~~"""iiL"""Ji!i.'*,,*~~
Fleet Focus Integration Licenses 1 $ 2,495.00 $ 2,495.00
per vehIcle module -one time integration fee
MobilFocus Licenses
perl'IJA
Project Management
Hourly
Installation Services
Training & Fuel Module Setup Services
Based on rats of $1350.00 per day pIUs expenses
Estimated Travel
Project Total Cost
does notinalude Tax
See Installation notes with the SOW
AssetWorks Order Form
6.0
16
16
1
1
2
f:~~~~' "-··-h
Page60t 15
$ 960.00 $
200.00 1,200.00
$ 168.75 $ 2,700.00
$ 168.75 $ 2,700.00
$ 2,500.00 $ 2,500.00
499.00 499.00
95.00 190.00
~
$ 28,387.75
james.schnepp@assetworks.com
AssetWI)RKS FuelFocus Order Schedule
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: ____ _ Amount: $ 162A73.3B
Attachments:
1. (Attachment 1) Statement of Work
AssetWorks Order Form Page 7 of 15 james.schnepp@assetworks.com
AssetWQRKS
AssetWorks SOFTWARE LICENSE AGREEMENT (SLA)
This License Agreement applies to all software provided to
you by AssetWorks, Inc., a Delaware corporation
("AssetWorks") including software owned by AssetWorks
and software owned by other parties that is embedded in
software owned by AssetWorks or that is included in
hardware provided by AssetWorks. You (CUSTOMER)
should carefully read the following terms and conditions
before installing the software or using AssetWorks
supplied hardware that contains the software. Continuing
installation of the software or use of the software or
AssetWorks supplied hardware indicates your acceptance
of the terms and conditions of this agreement. If you do
not agree with the terms and conditions of this agreement,
you should not install or use this software.
AssetWorks grants to CUSTOMER a non-exclusive,
perpetual non-transferable license to make use of the
software specified in the proposal (herein "Software") on
the CUSTOMER's database servers, and application
servers and/or web servers (referred to as the
"Enterprise"); You assume responsibility for the selection
of the software and/or the software on hardware to achieve
your intended results, and for the installation, use and
results obtained.
1.lcense
CUSTOMER shall have the right to use only one copy or
image of the Software for production purposes to manage
up to the number of Active Equipment Units identified in
the Proposal. "Active Equipment Unit" shall mean any in
service unit to which work orders, fuel tickets, or usage
tickets are posted. CUSTOMER may increase the number
of authorized Active Equipment Units by executing a
subsequent Product Schedule and paying in full the
applicable fees. Upon signing the subsequent Product
Schedule and paying in full the applicable fees,
CUSTOMER shall have the right to monitor the revised
number of Active Equipment Units as set forth in the
subsequent Product Schedule.
Customer may make one copy of the software for backup
purposes. The backup copy must contain the complete
program name, copyright and trademark notices. Backup
copies are for your use only and cannot be assigned or
transferred to another person or used on another
computer.
1. RESTRICTIONS. You cannot sell, rent, lease, loan,
transfer, distribute, copy electronically, or transfer any
copy or part of this software without prior written consent
of AssetWorks and the payment of additional license fees.
You cannot modify, translate, disassemble, decompile, or
create derivative works of the software or any copy in
whole or in part.
3. FEES AND PAYMENT. All fees set forth in AssetWorks'
quote are payable by CUSTOMER within thirty (30) days
of receipt of invoice
FuelFocus Order Schedule
4. NO OTHER RIGHTS. Except as stated herein, this
Agreement does not grant you any rights to patents,
copyrights, trade secrets, trade names, trademarks,
(whether registered or unregistered), or any other rights or
franchises in respect to the software and its
documentation.
5. TERM. This license is effective until terminated. You
can terminate it at any time by destroying the software
including all media and documentation and erasing any
copies residing on your system. Or, AssetWorks can
terminate this License immediately for nonpayment of
license fees or if you fail to comply with the terms and
conditions of this Agreement.
6. TRANSFER. You cannot transfer, sublicense, or assign
the license or the software except as expressly provided in
this Agreement. Any attempt otherwise to sublicense,
assign or transfer any of the rights, duties, or obligations
hereunder is void and will terminate your license.
7. WARRANTY DISCLAIMER/LIMITED WARRANTY.
THIS SOFTWARE IS PROVIDED AS IS WITHOUT
WARRANTY OF ANY KI t-·m , EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE. THE
ENTIRE RISK AS TO THE USE, PERFORMANCE AND
RESULTS OF USING THE SOFTWARE AND ITS
DOCUMENTATION IS WITH YOU. SOME STATES DO
NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS AND YOU CAN ALSO HAVE
OTHER RIGHTS WHICH VARY FROM STATE TO
STATE.
8. Limitation of liability In the event of any claim
brought by one party against another hereunder, a party
will be liable only for actual, direct losses or damages
incurred, limited to the amount of fees for which
AssetWorks contracted under the quote that is the subject
of the claim provided, the claiming party shall be obliged to
take reasonable steps to mitigate its losses or damages.
Irrespective of the basis of the claim, neither party will be
liable for any special, punitive, exemplary, indirect,
incidental or consequential damages of any kind,
including, without limitation, lost profits or loss of data,
even if it has been advised of the possibility of such
damages.
10. ACCEPTANCE. By installing the software or using the
AssetWorks supplied hardware that contains the software,
you acknowledge that you have read this Agreement,
understand it and agree to be bound by its terms and
conditions. You further agree that it is the complete and
exclusive statement of the Agreement between us which
AssetWorks Order Form Page B of15 james.schnepp@assetworks.com
AssetWQRKS
supersedes any proposal or prior agreement, oral, or
written, and any other communications between us relating
to the subject matter of this Agreement.
11. THIRD PARTY SOFTWARE. If the software is
delivered to you pre installed in AssetWorks supplied
hardware, then additional license terms and conditions
may apply to third party software included in the
Assetworks supplied hardware. The additional terms and
conditions that apply to such third party software may be
included in printed materials delivered with the
AssetWorks supplied hardware or in online or electronic
documentation included in the AssetWorks supplied
hardware.
12. GENERAL. This Agreement will be governed by the
laws of the state of California. If any provisions of this
Agreement shall be held by any court of competent
jurisdiction to be contrary to the law. the provisions will be
enforced to the maximum extent permissible, and the
remaining provisions of this Agreement will remain in full
force and effect. Neither party will assign or transfer its
interest in this Agreement without the prior written consent
of the other party.
You must comply fully with all laws and regulations of the
United States and other countries ("Export Laws") to
assure that neither the Software. nor any direct products
thereof are (1) exported. directly or indirectly, in violation of
Export Laws. or (2) are used for any purpose prohibited by
FuelFocus Order Schedule
Export Laws, Including, without limitation. nuclear,
chemical, or biological weapons proliferation. AssetWorks
may audit your use of the software. All terms of any order
document shall be superseded by this License. You will be
entitled to support described in the Maintenance terms set
forth below, provided you are current on payments.
13. ADDITIONAL PROVISIONS. No other party or
company may make any warranty, either express or
implied, regarding the software, its merchantability or its
fitness for any particular purpose.
14. Notices Addresses:
AssetWorks, Inc •.
998 Old Eagle School Rd. -Suite 1215
Wayne, PA 19087
Attn.: John Hines
Division President
Customer:
The City of Palo Alto
Equipment Management Division
Attn: Mr. Keith laHaie
Fleet Manager
3201 East Bayshore Blvd
Palo Alto, CA 94303
AssetWorks Order Form Page 9 of 15 james.schnepp@assetworks.com
AssetWQRKS FuelFocus Order Schedule
ASSElWORKS STANDARD PROFESSIONAL SERVICES AGREEMENT
1. SERVICES
This Agreement shall apply each time Customer engages
ASSETWORKS to provide services. All services provided will be
described In a ASSETWORKS quotation (see above) or a mutually
agreed upon ·Statement of Work" ("SOW") as applicable
(hereinafter referred to as "Services"). attached as 'Attachment 1'.
2. TERMS
2.1 Requests for Servicej Quotes and Orders. Customer shall
sign and retum this agreement for the initial order for Services. All
subsequent orders for Services must specify ASSETWORKS'S
quotallon Of any). and reference the Service(s) requested and
invoice address. Customer may place orders in writing. by
telephone or by facsimile transmission. Telephone orders must be
confirmed In writing or by facsimile. All orders are subject to
acceptance by ASSETWORKS.
2.2 Prices. The prices charged for Services purchased under this
Agreement will be .ASSETWORKS'S then current charges for such
services In each ASSETWORKS region or as quoted by
ASSETWORKS. If the Services are being performed on a tlme and
materials basis, any estimates provided by ASSETWORKS are for
planning purposes only.
2.3 Additional Fees; Taxes. Prices are exclusive of all country,
prOVincial, state and local sales, use, value added, excise,
privilege. franchise and similar taxes. Taxes imposed on
ASSETWORKS (other than taxes related to ASSETWORKS'
income) In connection with the Services purchased under this
Agreement will be paid by Customer and will appear as separate
items on ASSETWORKS'S invoices.
2.4 Invoicing and PaymenL Customer's payment terms will be net
forty-five (45) days from the date of Invoice.
2.5 Term. This Agreement will begin on the effective date staled
above and will continue until terminated in accordance with Its
terms. Each SOW will continue for the term stated therein. unless
otherwise terminated pursuant to this Agreement.
2.6 Termination. Either party may terminate this Agreement by
providing at least thirty (30) days prior written nollce to the other.
Termination of the Agreement will not terminate any outstanding
SOWs and the terms of this Agreement will survive such
termination to the extent that such terms are incorporated into any
outstanding SOWs. Either party may terminate an individual SOW
If the other party commits a material breach of such an agreement
and the breach Is not cured within thirty (30) days of receipt of
wrltten notice from the Injured party. Termination of one or more
SOW will not terminate this Agreement. Upon termination, all rights
and obligations of the parties under this Agreement will
automatically terminate except for rights of action accruing prior to
termination, payment obligations and any obligations that expressly
or by implication are intended to survive termination.
3 •. PROPRIETARY RIGHTS
ASSETWORKS will retain exclusive ownership In aU deliverables
created by ASSETWORKS hereunder and will own all Intellectual
property rights, title and interest in any Ideas, concepts, know how,
documentation or techniques developed by ASSETWORKS under
this Agreement. ASSETWORKS will also retain all intellectual
property rights with respect to the tools andlor software that
ASSETWORKS uses to deliver the Services. Subject to payment in
full for the applicable Services, ASSETWORKS grants Customer a
perpetual, non-exclusive, non·transfarable, royalty-free right to use
the deliverables solely for Customer's Internal use.
4. EXPORT; REGULATORY REQUIREMENTS
Customer acknowledges that the Services sold under this
Agreement, which may Include technology and software, are
subject to the customs and export control laws and regulations 01
tha United States ("U.S., and may also be subJact to the customs
and eKpcrt laws and regulations of the country In which the
Services are rendered and/or received. Customer agrees to abide
by those laws and regulations. Customer further represents that
any software provided by Customer and used as part of the
Services contains no encryption or, to the extent that It contains
encryption, such software Is approved for export without a license.
If Customer cannot make the preceding representation, Customer
agrees to provide ASSETWORKS with all of the information
needed for ASSETWORKS to obtain export licenses from the
United States government and to provide ASSETWORKS with
such additional assistance as may be necessary to obtain such
licenses. Notwithstanding the foregoing, Customer is solely
responsible for obtaining any specific licenses relating to the export
of software II a license Is needed. ASSETWORKS may also require
export certifications from Customer for Customer prOVided
software. ASSETWORKS'S acceptance of any order for Services
Is contingent upon the Issuance of any applicable eKport license
required by the United States Govemment; ASSETWORKS Is not
liable for delays or failure to deliver Services or a product resulting
from Customer's failure to obtain such license or to provide such
certification.
5. CUSTOMER RESPONSIBILITIES
It Is the Customer's responsibility to backup data on Customer's
system. ASSETWORKS WILL NOT BE RESPONSIBLE FOR
tOSS OF OR DAMAGE TO DATA OR LOSS OF USE OF ANY
COMPUTER OR NETWORK SYSTEMS. Customer acknowledges
that ASSETWORKS'S performance and delivery of the Services
are contingent upon: (I) Customer providing safe and hazard-free
access to its personnel, facilities, equipment. hardware, software,
network and Information and (ii) Customer's timely declsion-
making, notification of relevant issues or information and granting
of approvals andlor permission. Customer will promptly obtain and
provide to ASSETWORKS any required licenses, approvals or
consents necessary for ASSETWORKS'S performance of the
Services. Information disclosed by Customer pursuant to a
separate Nondisclosure Agreement ("NDA") Signed by both parties
will be protected under the terms of the NDA. Customer
acknowledges that any Information or data disclosed or sent to
ASSETWORKS that Is not protected under a separate NDA Is not
confidential or proprietary to Customer.
6. LIMITED WARRANTY 8. LIMITATION OF LIABILITY
6.1 Limited Warranty. ASSETWORKS WARRANTS THAT
SERVICES WILL BE PERFORMED IN A GOOD AND
WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED
IN THE PRECEDING SENTENCE, ASSETWORKS MAKES NO
EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
SERVICES, INCLUDING BUT NOT LIMITED TO, ANY
WARRANTY RELATING TO THIRD PARTY PRODUCTS OR
THIRD PARTY SERVICES; ANY WARRANTY WITH RESPECT
TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE
USED IN CONDUCTING SERVICES; ANY WARRANTY
CONCERNING THE RESULTS TO BE OBTAINED FROM THE
SERVICES OR THE RESULTS OF ANY RECOMMENDATION
ASSETWORKS MAY MAKE; AND,ANY IMPLIED WARRANTIES
CONCERNING THE PERFORMANCE, MERCHANTABILITY,
SUITABILI1Y, NON-INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES OR
OF ANY SYSTEM THAT MAY RESULT FROM THE
IMPLEMENTATION OF ANY RECOMMENDATION
ASSETWORKS MAY PROVIDE.
AssetWorks Order Form Page 10 of 15 james.schnepp@assetworks.com
AssetWQRKS
6.2 Limitation of LIability. NEITHER CUSTOMER,
ASSETWORKS NOR ASSETWORKS'S SUBCONTRACTORS
WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE SERVICES PROVIDED BY
ASSETWORKS EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. ASSETWORKS SHALL NOT
HAVE LIABILITY FOR (I) LOSS OF INCOME, PROFIT, OR
SAVINGS, WHETHER DIRECT OR INDIRECT, (II) LOST OR
CORRUPTED DATA OR SOFTWARE, OR (Ill) PRODUCTS NOT
BEING AVAILABLE FOR USE. EXCEPT FOR CLAIMS THAT THE
SERVICES (EXCLUDING THIRD PARTY PRODUCTS) CAUSED
BODILY INJURY (INCLUDING DEATH) DUE TO
ASSETWORKS'S NEGLIGENCE OR WILLFUL MISCONDUCT,
ASSETWORKS'S TOTAL LIABILITY ARISING OUT OF, OR IN
CONNECTION WITH, ANY SERVICES PURCHASED
PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE
AMOUNTS PAID BY CUSTOMER FOR THE SPECIFIC
SERVICE(S) GIVING RISE TO SUCH CLAIM DURING THE
PRIOR TWELVE MONTH PERIOD.
7. INDEMNIFICATION
Customer accepts responsibility for, and agrees to Indemnify and
hold ASSETWORKS harmless from, any and all liability, damages,
claims or proceedings ariSing out of (I) the failure of CUstomer to
obtain the approprIate license, Intellectual property rights, or any
other permissions, regulatory certifications or approvals required to
support any SOW or ASSETWORKS' performance of the Services,
or (II) any Inaccurate representations regardIng the existence of an
export license.
8. MISCELLANEOUS ITEMS
8.1 Assignment; Subcontracting. Unless otherwise provided in
the SOW, Customer may not assign thIs Agreement without the
prior written consent of ASSETWORKS. ASSETWORKS has the
right to hire subcontractors to perform the Services provided that
ASSETWORKS shall remain responsible for the performance of
Services under this Agreement, or to assign Services to Its
affiliates.
8.2 Entire Agreementj Severability. This Agreement (with
attachments) Is the entire agreement between ASSETWORKS and
Customer with respect to its subject mailer and supersedes all
prior oral and written understandings, communications or
agreements between ASSETWORKS and Customer. No
amendment to or modification of thIs Agreement, In whole or In
part, will be valid or bindIng unless it is in wrlHng and executed by
FuelFocus Order Schedule
authorized representatives of both parties. If any provision of this
Agreement is void or unenforceable, the remainder of this
Agreement will remain in full force and will not be terminated.
8.3 Independent Contractor. The parties are independent
contractors. Neither party will have any rights, power or authority to
act or create an obligation, express or implied, on behalf of another
party except as specified In this Agreement.
8.4 FORCE MAJEURE Neither party shall be liable hereunder by
reason of any failure or delay In the performance of Its obligations
hereunder (except for the payment of money) on account of strlkes,
shortages, riots, Insurrection, fires, llood, storm, explOSions,
earthquakes, acts of God, war, governmental action, labor
conditions, material shortages or any other cause which is beyond
the reasonable control of such party.
8.5 DISPUTE RESOLUTION The parties will seek a fair and
prompt negollated resolution within ten (10) days of the Initial
notice of the dispute. If the dIspute has not been resolved after
such time, the parties will escalate the issue to more senior levels.
Nothing herein shall prevent either party from seeking a preliminary
or permanent Injunction to preserve the status quo or prevent
Irreparable harm during the negotiation process or diminish the
respective rights of the parties to pursue any and all remedies
avallable in law anellor equity at any time.
8.6 Notices. To give notice under this Agreement, the notice must
be In wrltlng and sent by postage prepaid first-class mail. receipted
courier service, facsimile telecommunication or electronic mall to
the address which appears beloW each party's signature below or
to such other address as any party shall specify by notice In writing
10 the other party and will be effective upon receipt.
8.7 Section Headings. The section headings contained In this
Agreement are Inserted for reference purposes only and shall not
affect the meaning or Interpretation of this Agreement.
8.8 Governing Law, JurlsdlcUon and Language. The laws of the
State of California will govern this Agreement.
8.9 Limitation Period. Neither party may Institute any aotion In any
form arising out of this Agreement more than two {2} years after the
cause of aclion has arisen, or in the case of nonpayment, more
than two (2) years from Ihe date 01 last payment.
8.10 Counterparts. This Agreement may be executed In
counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same
Instrument.
AssetWorks Order Form Page 11 of 15 james.schnepp@assetworks.com
AssetWORKS
FUELFOCUS MAINTENANCE AGREEMENT -
SUPPORT/PARTS
A.
1.
2.
a.
4.
3.
B.
1.
2.
BACKGROUND
CUSTOMER has purchased FuelFocus products
("Productj from AssetWorks.
The FuelFocus System Includes Two Optional
Maintenance Components:
A. Maintenance: Off-slte, web and telephone support
and maintenance ("Maintenance', lor the FuelFocus
System and Software. Maintenance Includes bug fixes
and telephone support and may Include, II they are made
available by AsselWorks, firmware updates and
enhancements.
B. Parts Warranty Service: A parts warranty without
charge for the flrsl twelve (12) months of use from date
of acceptance or fifteen (15) months Irom date of
shipment, whichever Is shorter. In addition, AssetWorks
may offer extended warranty services, as a paid option,
alter the Initial warranty.
'rhe purpose of this Agreement Is to set forth the terms
~nd c~ndltlons upon which CUSTOMER has agreed, at
Its option, to subscribe to FuelFocus Maintenance from
AssetWorks.
TERMS AND CONDITIONS
Malntenance shall commence immediately upon system
go live and acceptance and shall have a term of twelve
(12) months. The term shall automatically renew each year
thereafter for an additional twelve (12) month period unless
terminated as set forth below.
Correction of DevlaJlons
In the event that the CUSTOMER encounters an error
and/or malfunction ("Deviation") in the FuelFocus system, it
shall communicate the circumstances and any supporting
information to AssetWorks. Upon receipt, AssetWorks will
respond as follows:
a. In the event that, In the mutual and reasonable
opinion of AssetWorks and the CUSTOMER, there
exists a DeViation that does not constitute a serious
impediment to the normal Intended use of the
FuelFocus system, AssetWorks will correct the
Deviation
b. In the event that, In the mutual and reasonable
opinion of AssetWorks and the CUSTOMER, there
exists a Deviallon that does constitute a serious
impediment to the normal intended use of the
FuelFocus system, AsselWorks will take such steps
4.
FuelFocus Order Schedule
as are reasonably required to correct the Deviation
with all due dispatch.
Telephone Hotline Assistance
AssetWorks. at .lIs expense, shall make available
technically qualified personnel to respond to all reasonable
telephone requests, Monday through Friday, excluding Slate
holidays, during normal bUsiness hours, that may be made by
the CUSTOMER relating to the application and operation 01
the Software. At other times such personnel are available by
beeper for emergencies.
5. Technical Literature
AssetWorks shall make available to the CUSTOMER all
technical literature that Is considered by AssetWorks to be
relevant to the Fue!Focus system and its use within the scope
01 CUSTOMER's operations.
6. Transmission
All Revisions and New Versions will be transmitted to the
CUSTOMER via email or posted on our lip site for easy client
access at the option of AssetWorks.
7. Equipment.
8.
Year One Parts Warranty: AssetWorks shall provide
telephone support In accordance with this Agreement on the
equipment listed In Appendix A, hereinafter referred to as
"Equipment". Equipment Includes all parts on a Core·Return
basis: front door panel board, keypad, two line back ill
display, CPU board, pump board, cardlkey reader, power
supply, Ilash disk, bypass card, heater set, power box, and
junction board.
AssetWorks shall provide CUSTOMER with replacement
parts for all covered Equipment during the term of this
Agreement. AssetWorks will dispatch the replacement parts
to CUSTOMER's U.S. locations and CUSTOMER will return
the reptaced parts (broken parts) to AssetWorks.
CUSTOMER will pay AssetWorks the full purchase price
of replacement part If the replaced part is not returned to
AssetWorks within thirty (30) days of the dispatch of the
replacement part.
The following repairs are not covered by this replacement
service program: repairs necessitated by water, fire, abuse,
theft. vandalism, operator error or lack of knowledge, power
surges or failure, any condition not encountered during normal
operation, tampering or adjusting by persons who do not
represent AssetWorks, CUSTOMER's failure to perform
normal preventive maintenance as recommended by
AssetWorks in Its Installation Manual, accessories
attachments or other devices not furnished by AssetWorks,
and expendable items such as magnetic card, printer ribbons,
fuses, bulbs, and similar Items and supplies, For repairs that
are not covered, AssetWorks will provide the services on a
time a materials basis. At all times before AssetWorks
actually repairs the equipment pursuant to the terms of this
section, AssetWorks agrees to provide CUSTOMER with an
estimate and shall commence repairs only after receiving
written authorization to make such repairs from CUSTOMER.
Remote DiagnostiC Access
AssetWorks Order Form Page 1~of 15 james.schnepp@assetworks.com
AssetWQRKS
The CUSTOMER shall provide appropriate access by which
AssetWorks may, with the permission of the CUSTOMER,
remotely access the FuelFocus system for the purpose of
remote diagnostics and support.
9. Proper Use
a. The CUSTOMER agrees that all reasonable effort
shall be taken to ensure that neither the FuelFocus
Hardware of FuelFocus Software are misused.
b. 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 use of the
FuelFocus hardware or software. such assistance
shall be at the CUSTOMER's expense.
10. Additional Software Maintenance Fee -Paid Up Ucense
In the event the CUSTOMER acquires additional
FuelFocus ICU's In addition to that Indicated in Appendix A
of this FuelFocus Maintenance Agreement (the "Additional
Hardware'" the CUSTOMER shall pay an additional annual
Maintenance fee.
11. Other Fees and Expenses for ensite Services
On·slte services are not covered by this agreement. If
onsite maintenance Is required, CUSTOMER will pay (I) time
and material for the labor and (Ii) reasonable travel and living
expenses of AssetWorks' employees or agents. AssetWorks
shall be billed and paid as the expenses are Incurred.
12. PaymentTerms
a. Maintenance: Annual payments for Maintenance will
be due in advance of the commencement of the initial
one-year term of the Maintenance and each
anniversary thereafter.
b. Hardware Warranty: Year one from go live (or 15
months from oontract) is Included with the initial
purchase. Customer will be offered the option to
extend at that time.
c.
d. AssetWorks reserves the right to change the annual
Maintenance fee by prOViding CUSTOMER written
notice of the Increase at least thirty (30) days prior to
any scheduled renewal date.
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 dale of the
Invoice.
13. Default and Termination
a. The CUSTOMER shall have the right to terminate
Maintenance upon delivery of written notice at least
ninety (90) days prior to any scheduled renewal date.
FuelFocus Order Schedule
b. AssetWorks may cancel Maintenance in the event
that the CUSTOMER does not implement a
Mandatory Software Revision within sixty (60) days of
receipt thereof or such longer period as AssetWorks
may consent to In wrlllng. In the event that
CUSTOMER does not Implement a Mandatory
Revision within thirty (30) days following receipt of
written notice from AssetWorks of CUSTOMER's
failure to Implement a Mandatory Revision,
AssetWorks may then cancel Maintenance, effective
Immediately, by notice In writing to the CUSTOMER.
c. In the event of any breach of the terms and conditions
of this Agreement by the CUSTOMER, AssetWorks
will, by written notice to the CUSTOMER, give the
CUSTOMER a period of thirty (30) days within Which
to Institute remedies to correct such breach.. In the
event that such breach has not been corrected to
AssetWorks' satisfaction within said thirty (30) day
period, AssetWorks may then cancel Maintenance,
effective Immediately, by notice in writing to the
CUSTOMER.
d. In the event that Maintenance Is terminated by
AssetWorks, AssetWorks shall have no continuing
obligatlons to the CUSTOMER of any nature
Whatsoever with respect to Maintenance.
Furthermore, termination by AssetWorks pursuant to
the provisions hereof shall be without prejudice to any
right or recourse available to AssetWorks, and without
prejudloe to AssetWorks' right to collect any amounts,
which remain due to It hereunder.
14. Limitation of Liability
a. In the event of any claim brought by one party against
another hereunder, a party will be liable only for
actual, direct losses or damages Incurred (Including
cost of cover), limited to the amount of fees paid to
AssetWorks for servlcas under this agreement;
provided, the claiming party shall be obliged to take
reasonable steps to mitigate its losses or damages.
b. Irrespective of the basis or theory of the claim, neither
party will be liable for any special, punillve, exemplary,
Indlreot, Incidental or consequential damages of any
kind, Including, without limitation, lost profits or loss of
data, even if it has been advised of the possibility of
such damages.
15. General Terms
a. Neither AssetWorks nor CUSTOMER will assign or
transfer' Its interest In this Agreement or any
Attachment without the prior written consent of the
other party.
b. All proviSions of this Agreement, Which by their nature
should survive termination of this Agreement, will so
survive.
c.. No delay or failure by either party to exercise any right
hereunder, or to enforce any provision of this
Agreement will be oonsldered a waiver thereof. No
single waiver will constllute a continuing or
AssetWorks Order Form Page 13 of 15 james.schnepp@assetworks.com
AssetWQRKS
subsequent waiver. To be valid. a 'waiver must be In
writing, but need not be supported by consideration.
d.. If any provision of this Agreement Is held 10 be illegal,
Invalid or unenforceable, In whole or in part, such
provision will be modilled 10 the minimum extenl
necessary to make it legal, valid and enforceable, and
Ihe remaining provisions of this Agreement will not be
affected.
e. This Agreement, Including Its Interpretallon and
enforcement, will be governed by the sUbstanllve laws
of the State of California excluding its conflict of laws
rules.
f. Any communication or notice hereunder must be in
writing, and will be deemed given and effective: (I)
when delivered personally with proof of receipt; (II)
when sent bye-mall; (UI) when delivered by overnight
express; or (Iv) three (3) days after the postmark date
when mailed by certified or registered mail, postage
prepaid, return receipt requested and addressed to a
party at Its address for notices. Each party's address
for notices Is stated below. Such address may be
changed by a notice delivered to the other party in
accordance with the provisions of this Section.
AssetWorks, Inc.
998 Old Eagle School Rd. -Suite 1215
WaYne, PA 19087
Altn.: John Hines
Customer:
The City of Palo Alto
Equipment Management Division
Attn: Mr. Keith LaHaie
Fleet Manager
3201 East Bayshore Blvd
Palo Alto, CA 94303
g. In the event of any dispute ariSing in the performance
of this Agreement or any Attachment, AssetWorks and
the CUSTOMER will seek to resolVe such dispute
AsselWorks Order Form Page 14 of 15
FuelFocus Order Schedule
through good faith, amicable discussions and
negotiations. Any specitic agreed upon problem
escalation procedure will be stated in the related
. Attachment. In the event of a conflict between the
terms of an Attachment and this Agreement, the
Attachment shall control unless otherwise provided In
the Attachment. In any action at law or In equity to
enforce or Interpret the terms of this Agreement, the
prevailing party will be entitled to recover Its
reasonable attorneys' fees and costs, In addition to
any other relief ordered by the court. Such fees and
costs will include those Incurred In connection with the
enforcement of any resulting judgment or order, and
any post Judgment order will provide for the right to
receive such attorneys' fees and costs.
h. Neither party will be liable for any failure to perform or
any delay In performing any of lis obligations
hereunder when such failure or delay Is due to
circumstances beyond Its reasonable control and
without Its fault (Force Majeure). Including, without
limitation, any natural catastrophe, fire, war, riot,
strike, or any general shortage or unavailability of
materials, components or transportation facilities, or
any governmental action or Inaction. Upon the
occurrence of such event of Force Majeure, the
affected party will Immediately give notice to the other
party with relevant details, and will keep. the other
party Informed of related developments.
I. This Agreement constitutes the entire agreement
between the parties and supersedes all prior or
contemporaneous oral, and all prior written,
negotiations, commitments and understandings of the
parties relating to the subject matter hereof. This
Agreement may not be modified except by a writing
executed by both parties.
IN WITNESS WHEREOF, the parties hereto,
Intending to be liable bound, have entered Into this
Agr~MlR:llve as of the Effective Date.
james.schnepp@assetworks.com
AssetWQRKS FuelFocus Order Schedule
Accepted by Customer: Accepted by AssetWorks, Inc.:
..................... )!/~~
Signature
Name
Title Title
Date Date
City Attorney:
Signature
Name
Title
Date
To expedite shipment and scheduling, please email or fax this signed document and your Purchase Order to Jim
Schnepp:
Tel: 858.663.7481
Fax: 240.465.7593
james.schnepp@assetworks.com
Paper Contracts/PO:
AssetWorks, Inc.
998 Old Eagle School Rd. -Suite 1215
Wayne, PA 19087
Attn.: John Hines
Division President
610.687.9202
AssetWorks Order Form Page 15 of15 james.schnepp@assetworks.com
AssetWORKS
Attachment 1-Statement of Work
For
City of Palo Alto, CA
FuelFocus Fuel Management Applications
May 4, 2009
AssetWorks Attachment 1· SOW
Table of Contents
Introduction .................................................................................................................................................................. 3
Project Task Descriptions -FuelFocus .................................................................................................................... 4
Kick-off Meeting ...................................................................................................................................................... 4
Hardware Procurement .......................................................................................................................................... 4
Hardware Installation .............................................................................................................................................. 4
FuelFocus Configuration and Set-up ...................................................................................................................... 4
Training and InfoCenter Reporting Module Setup Services ................................................................................... 5
Production Cut-over .................................................................................................................. ; ............................ 5
FuelFocus FMS Assumptions ................................................................................................................................ 6
Definition of "FMS Ready" ...................................................................................................................................... 6
Preliminary Schedule .................................................................................................................................................. 7
Assumptions ................................................................................................................................................................ 8
Acceptance Check List ............................................................................................................................................. 10
AssetWorks Attachment 1-SOW 2
AssetWorks is pleased to partner with the City of Palo Alto (Palo Alto) for a successful implementation of the
FuelFocus Fuel Management System. This proposal identifies the tasks and estimated costs required for the
implementation of the FASuite solution. This Statement of Work is based on AssetWorks' current understanding of
the requirements and AssetWorks' previous experience with similar engagements.
AssetWorks recommends Palo Alto 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 Palo Alto to formally identify a focal point for each of the
critical business groups who will participate in or be affected by the project implementation. This involvement must
come from all parties. These focal pOints 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 Palo
Alto will discuss these changes in good faith at their earliest opportunity.
AssetWorks Allachment 1-SOW 3
The following is a description of the tasks associated with the implementation of the FuelFocus® FMS System for
FleetFocus Fleet Management customers.
Kick-off Meeting
The following activities will be ~ccomplished in the Project Kick-off Meeting:
• Introduce Project Team
• Review Contract Deliverables
• Review AssetWorks and Palo Alto's Responsibilities
• Review and discuss subcontractor responsibilities and vehicle availability for WAF VIB installation (if included)
• Determine installation roll-out procedures
• Review any special site considerations such as CNG stations or Tank Monitoring.
• Finalize hardware order
The Kick-off meeting will be coordinated by the AssetWorks Project Manager.
Hardware Procurement
AssetWorks will order the hardware identified in the contract, for delivery to the appropriate sites. AssetWorks will
place the hardware order based on the agreed models and quantities. AssetWorks estimates the delivery of
hardware will be completed in approximately 60 calendar days.
Hardware Installation
leu Installation
Once Palo Alto has confirmed the site is "FMS ready" (see assumptions), AssetWorks will schedule an FMS
technician to come on-site and complete installation of the Island Control Unit (ICU). AssetWorks will provide
technical services to install the ICU. Sites include MSC, Fire 1 and a Refuse Tanker.
The site installation is performed in a fashion to minimize downtime. A roll-out schedule and the sequential order of
sites will be discussed at the Kick-Off Meeting.
Once AssetWorks has completed the initial site hardware installation, including confirmation of network
communications, AssetWorks will initialize the ICU. Palo Alto will process a series of test transactions using the
ICU. Palo Alto can then review the results of the test in the test FA database.
FuelFocus Configuration and Set-up
Installation and Initial Set-up
AssetWorks will remotely install and configure software necessary for communication to the FuelFocus ICUs.
AssetWorks will also work with Palo Alto to configure the server to ensure necessary network communication to
each fuel site. AssetWorks is not responsible for any network or infrastructure installation or configuration. This task
will happen once FleetFocus is live in a test environment.
Training for FleetFocus and FuelFocus
AssetWorks will provide training and assistance to Palo Alto on the set-up ~nd configuration of the data elements
required to place the fuel system in operation. This training will Include:
• Card Assignments to existing Equipment and Employees, adding additional employees as necessary
AssetWorks Attachment 1· SOW 4
• Product set-up and assignments to existing Equipment and Employees, adding additional products as
necessary
• Setting existing FA Locations to be Fuel Sites, adding additional fuel locations as necessary
• Defining Tanks, Pumps, Hoses, and Island Control Units
• Establish Polling Schedules (if appropriate) and ICU initialization process
AssetWorks will provide remote training as to the use and operation of the system. The following items are covered
during the session:
• Fuel Orders
• Fuel Receipts
• Tank Level Reconciliation and Adjustments
• Entry of Hose Totalizer Readings
Training and InfoCenter Reporting Module Setup Services
AssetWorks will provide training on the setup of this module including how to define security settings and report
access. In addition, AssetWorks will train Palo Alto resources how to upload and remove custom reports in
InfoCenter. AssetWorks will provide direction to Palo Alto in scheduling reports to automatically run and distribute
via email.
The intended audience for this orientation is Palo Alto Administrators and report writers that will be responsible for
managing InfoCenter reports. Up to 5 Palo Alto staff may attend this session. This estimate does not include
development or modification of any reports.
Production Cut-over
As each site is brought on-line, Palo Alto will enter current tank inventory quantities to ensure accurate book
quantities exist. The Acceptance Check list will be jointly filled out between AssetWorks and Palo Alto. Once each
fuel site has been installed tested and brought on-line, the system will be in full production.
AssetWorks Attachment 1-SOW 5
FuelFocus FMS Assumptions
• Estimates are based on the site inspections performed, but changes may be required. No permit fees are
included.
• Site Installation travel expense amount is a not to exceed estimate and will be billed at actual upon completion.
• FuelFocus Warranty is one (1) year parts and telephone help desk support. AssetWorks will provide training as
listed above. FuelFocus is modular in design with many front panel diagnostic support features. These features
generally allow easy system diagnostics and component replacement in the event malfunctions should occur.
• Palo Alto is responsible for providing a live LAN connection at the fuel island controllers.
• 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. All wires will be pulled and left disconnected at each end. See full
FMS Ready description below.
• Does not include architectural drawings.
• Does not include on vehicle hardware installation (does include training).
Definition of "FMS Ready"
Following represents a checklist of items that need to be performed to comply with "FMS Ready."
1} Construction Requirements -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:
a. 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.
b. We will need a dedicated conduit back to the building from each FMS Controller for communication wiring. These
may be looped also.
c. We will need one conduit from the pedestal to be terminated in the dispenser electrical junction box.
d. We will either need:
1. A second conduit from the pedestal to the pulser junction box in the dispenser, or
2. The pulser junction box in the dispenser piped over to the electrical junction box in the dispenser
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.
a. 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
b. Pull whatever cable is appropriate based on client demands and location parameters to ensure a reliable TCP/IP
ethernet connectivity at the fuel island. This may be a CAT5 cable, fiber optics or RF Ethernet connectivity. If the
TLS Interface option is chosen a four conductor shielded cable 22AWG minimum from TLS System to the
FuelFocus Controller is also needed. Short haul modems may be necessary.
c. 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.
d. Pull a four conductor 22AWG minimum shielded cable to the dispenser for pulser communication.
4) Mount and connect Banner Overhead Sensors if applicable (Transits only)
5) 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 are needed for FMS System control only. This document
assumes the station and dispensers to be wired already.
AssetWorks Attachment 1· SOW 6
The following graph depicts the proposed project plan for this project. AssetWorks and Palo Alto will review and
agree on all dates and tasks before the project begins. Please see the complete Microsoft Project document for a
complete project plan, including a Gantt chart.
AssetWorks resources are scheduled after contract award.
AssetWorks Attachment 1· SOW
.... ! ~ i ~! Ii
~
-I -: '-'1
fi
Ql:
+ ,.j
7
The following general assumptions apply to this proposal:
General
1. Services will be provided on a time and materials basis. The actual hours delivered may be less than or greater
than the estimated hours.
2. AssetWorks' consulting estimates do not include installation and/or configuration of any computer hardware and
peripheral equipment other than the FuelFocus related hardware components. The end user will be responsible
for installing and configuring computer hardware and peripheral equipment such as printers and bar code
equipment (if applicable).
3. Palo Alto will have all of the necessary and appropriate personnel at all of the meetings for the purpose of
defining the requirements of the system.
4. Palo Alto 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.
5. All training sessions will be based on standard application training materials.
6. Palo Alto will implement this solution such that all assets will be in a single production FASuite database.
7. AssetWorks will provide remote and on-site training to Palo Alto (as outlined above) in a classroom environment
suitable for training. Palo Alto will be responsible for providing and preparing the training facility.
8. This proposal includes only the interfaces stated in this Statement of Work between FASuite and other systems.
AssetWorks will provide estimates for other interfaces as may be required on an as-needed basis.
9. Palo Alto will receive all standard, out-of-the-box reports at no extra cost.
10. This Statement of Work does not include any costs associated with 3rd party vendors or software that may be
needed to complete the implementation.
11. Palo Alto commits to training appropriate functional and technical resources as required.
12. Palo Alto is responsible for all manual data entry.
Project Management and Risk Factors
13. The Palo Alto project manager will be responsible for obtaining any required authorizations, approvals and/or
signoffs by Palo Alto related to project deliverables and projecfprogression in a timeframe in alignment with the
project work plan. Delays to this process as well as any Palo Alto tasks not completed within the work plan
timeframe will be subject to the Change Order Management process, delayed deadlines, and increased
services fees.
14. This Statement of Work does not include the expenses associated with Palo Alto or Palo Alto resources
assigned to the project.
15. Palo Alto remains responsible for all integration effort not described in this Statement of Work.
16. 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.
AssetWorks Attachment 1-SOW 8
17. Circumstances may necessitate changes to the tasks and/or time estimates, at which time AssetWorks and
Palo Alto will discuss these changes in good faith at their earliest opportunity.
Infrastructu re
18. Palo Alto will provide a project work area and infrastructure at the centralized implementation location
appropriate for the size of the combined Palo Alto/AssetWorks project team. This infrastructure should include
desks, chairs, telephones, and workstations with network access to printers and to the applications and
implementation databases.
19. System, server, and workstation backups are the responsibility of Palo Alto. This includes the development and
execution of the system backups and recovery programs.
20. Palo Alto personnel assume the responsibility for applying software patches.
21. 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 Palo Alto.-
22. Palo Alto will be responsible for deploying access to the FASuite system and for providing all supporting
software, hardware, and connectivity for the servers. The Web server must use Microsoft liS.
23. 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.
Palo Alto Resources
24. Assumes all key Palo Alto project team resources will be committed to the project as of the project start date.
25. Assumes Palo Alto will provide the following resources to insure a successful implementation of the products.
o Executive Steering Committee -Without proper vision and guidance from a company's executives, many
projects fail to reach their desired goals and objectives. The role of the Executive Steering Committee will
be to partiCipate in setting the goals and scope of the project and to participate in periodic status meetings
with the project team.
o Project Manager -A Project Manager will be assigned with appropriate decision-making authority.
o Subject Matter Experts -These resources will be considered part of the core project team and will
participate in tasks including Project Team training. Often these experts consist of Functional Leads in their
respective areas of expertise (e.g., Bus Maintenance), as well as other supporting personnel from the
various departments. The resources designated for these roles should have a good working knowledge of
how Palo Alto processes are performed and understand the reasons for the current processes.
o Technical Experts A team of Technical Experts will be involved in the technical duties that come with a
AssetWorks implementation. Examples include a Technical Lead for system administration, database
administration, web administration, rinter administration, software n"'lf"I~'"
··<·-_::~i~:~~~·:--F~f:;~·' "-... . --,----.'-'----.-.. --.--. " -",
AssetWorks Attachment 1· SOW 9
FuelFocus FMS System Test Plan
Island Controller and Dispenser Functionality
DESCRIPTION PASS FAIL
Validate the system is wired properly by trying to pump fuel on all hoses
without entering valid data on the Island Controller with all hoses in AUTO.
Should not be able to get fuel on any hose.
Validate the system is wired properly by trying to pump fuel on all hoses
without entering valid data on the Island Controller with all hoses in BYPASS.
Should be able to dispense fuel on all hoses.
Validate the system is not cross wired or getting electrical feedback by placing
one hose in bypass and testing all others. Hose in bypass should allow fuel all
others should not dispense fuel. Repeat on all hoses.
Validate a diesel vehicle cannot obtain unleaded fuel.
Validate a unleaded vehicle cannot obtain diesel fuel.
Validate prompts work as expected.
Demonstrate RF reads from a Vehicle Identification Box (VIB) on all hoses using
RFWatch
Train the client on the following Island Controller Functions:
ers Bypass
I RFWatch
I Hose Watch
Reset Hose
Supervisor Mode
10 Watch
Bypass Switches
Power Switch
location of Controller UPS
location of Controller Network Connections
Validate a dispenser will stop fueling when the maximum tank volume set in
FleetFocus is reached
Validate after pulse timer works
AssetWorks Attachment 1-SOW
COMMENTS
10
FILL ONE OfTHESE SHEETS OUT FOR EACH ICU AT CLIENTS LOCATIONS:
ICUIt: LOCATION:
(Record lIehicle # used and gallons dispensed In comment section jor each PASS FAIL
Dispense fuel from hose 1. Utilizing Hose Watch, validate proper pulses. Vehicle#: Gallons:
Dispense fuel from hose 2. Utilizing Hose Watch, validate proper pulses. Vehicle #: Gallons:
Dispense fuel from hose 3. Utilizing Hose Watch, validate proper pulses. Vehicle#: Gallons:
~ from h"" 4. u,m ... Hm. W"'h. "'~,,. P"'PO< P""O<. Vehicle It: Gallons:
fuel from hose 5. Utilizing Hose Watch, validate proper pulses. Vehicle #: Gallons:
fuel from hose 6. Utilizing Hose Watch, validate proper pulses. VehiCle#: Gallons:
fuel from hose 7. Utilizing Hose Watch, validate proper pulses. Vehlcle#: Gallons:
Dispense fuel from hose 8. Utilizing Hose Watch, validate proper pulses. Vehicle #: Gallons:
Dispense fuel from hose 9. Utilizing Hose Watch, validate proper pulses. Vehicle It: Gallons:
Dispense fuel from hose 10. Utilizing Hose Watch, validate proper pulses. Vehicle #: Gallons:
Dispense fuel from hose 11. Utilizing Hose Watch, validate proper pulses. Vehicle It: Gallons:
Dispense fuel from hose 12. Utilizing Hose Watch, validate proper pulses. Vehicle #: Gallons:
Dispense fuel from hose 13. Utilizing Hose Watch, validate proper pulses. Vehicle It: Gallons:
Dispense fuel from hose 14. Utilizing Hose Watch, validate proper pulses. Vehicle It: Gallons:
Dispense fuel from hose 15. Utilizing Hose Watch, validate proper pulses. Vehicle It: Gallons:
Dispense fuel from hose 16. Utilizing Hose Watch, validate proper pulses. Vehicle It: Gallons: .. FuelFocus Application Setup and Training Functlonahty
DESCRIPTION PASS FAIL COMMENTS
Train client on the following configuration items in FleetFocus:
Setup and configuration of Product/Fuel Types
Setup and configuration of Pumps
Setup and configuration of Tanks
Setup and configuration of Facility Codes
Setup and configuration of Island Controllers
Setup and configuration of Vehicle Fuel Cards ~n of Vehicle Products & Tank Capacity
n of Employee Fuel Cards
Setup and configuration of Radmin Viewer
Setup and configuration of ICU Viewer
Setup and configuration ofTecProg
Setup and configuration of Manager Bypass Password
Setup and configuration of Credit Card Vehicle
Setup and ensure Whltellst is rUnning
Validate the test transactions are in the application/database
Explanation of all files on Island Controller
Training on the starting and stopping of controller programs
Training on Report Generation in FleetFocus
Training on Error Handling Screen/Processing Rejected Transactions
AssetWorks Attachment 1-SOW 11