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HomeMy WebLinkAboutStaff Report 4132 City of Palo Alto (ID # 4132) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2013 City of Palo Alto Page 1 Summary Title: Amendment No. 2 to AssetWorks for Cloud Hosting Solution for Fleet Management Software Title: Approval of Amendment No. 2 to Contract C09127499 with AssetWorks, lnc. in the Amount of $32,100 for a Total Contract Not to Exceed Amount of $268,210 for Cloud Hosting Solution and Maintenance for a One Year Term with the Option to Renew Four Additional Years for the City’s FleetFocus and FuelFocus Fleet Transaction Management Systems From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Amendment No. 2 to Contract C09127499 with AssetWorks, lnc., in the amount of $32,100 (Attachment A) , for a total contract not to exceed $268,210, to provide a cloud hosting solution for fleet data including one-time server and reporting setup fees for the City’s FleetFocus and FuelFocus transaction management systems for a term of three years with the option to renew hosting services for up to two additional one year terms. Background Since 1988, the Public Works Department’s Equipment Management (Fleet) section has utilized FleetFocus software to track all functions related to the maintenance of vehicles and equipment, including processing repair and preventive maintenance, capturing costs (e.g., fuel, oil, and licensing), and tracking vehicle equipment usage. In 2009, Council approved a contract with AssetWorks in the amount of $172,305 to add an integrated module to the City of Palo Alto Page 2 system called FuelFocus. FleetFocus integrates with the automated fuel management system, FuelFocus, in real-time in a single database. The FuelFocus system is used to: record and archive vehicle and equipment fuel transactions; facilitate the reconciliation of fuel inventories; collect vehicle and equipment utilization data (the system will upload mileage and hour meter readings during the transaction); and secure the City's fuel inventories by restricting fuel access to authorized staff only. All hardware is proprietary to the FuelFocus system and can only be obtained through the developer, AssetWorks. During the Windows 7 readiness assessment conducted by the Information Technology Department (IT), in which testing of all City applications was conducted, it was determined that FleetFocus and FuelFocus had not been routinely upgraded over a number of years and therefore the system would not run on Windows 7. At the same time, the Fleet Manager left the City and remaining Fleet staff did not have proper training on the systems and were focused on a number of hardware issues that had occurred relative to the fueling system. In February 2013, Council approved Amendment No. 1 (SR #3407), in the amount of $63,805, to upgrade both the FleetFocus and FuelFocus modules to a Windows 7 system, migration from Oracle to MS-SQL (City supported Database Management System), address fueling hardware problems, and provide thorough training of management, operational and support staff in order to provide a multiplicity of knowledge within Public Works for these fleet systems. Additionally, the amendment No. 1 included annual maintenance and support services. Discussion In preparation for the upgrades and through discussions between IT staff and AssetWorks, it was determined that the City’s servers had insufficient space to support the module upgrades. In keeping with the City’s goal of migrating on- premise file servers to a scalable cloud solution to address existing storage City of Palo Alto Page 3 capacity issues, it was determined that having AssetWorks serve as an off-site host would be a viable alternative to on-premise servers. The scope of amendment No. 2 provides for AssetWorks to host the FleetFocus and FuelFocus software; provide a dedicated and secured server; maintain a non- production test database; provide disaster recovery, archiving, reporting, and system support services. IT Project Managers have reviewed the scope and the IT Security Manager has analyzed and approved AssetWorks’ host security environment. Resource Impact Funds for this amendment are available in the FY 2013 Vehicle Replacement Fund operating budget. Policy Implications Authorization of this contract amendment does not represent any change to the existing policy. Environmental Review This project is categorically exempt from the California Environmental Quality Act (CEQA) under sections 15302 and 15303 of the CEQA guidelines. Attachments:  Attachment A_Amendment #2 AssetWorks Hosting Agreement (PDF) AssetWorks Hosting Services Agreement Page 1 Application Service Provider Agreement Application Service Provider Agreement This Application Service Provider Agreement (“Agreement”) is effective as of this 23rd day of October , 2013.(“Effective Date”), by and between AssetWorks, Inc. (“Provider”), with offices located at 998 Old Eagle School Road, Wayne, Pennsylvania, 19087 and City of Palo Alto (“Customer” with offices located at 3201 East Bayshore Blvd, on the following terms and conditions: 1. AGREEMENT OVERVIEW Provider operates an Application Service Provider (“ASP”) Data Center (the “Data Center”), located at 998 Old Eagle School Road, Wayne, PA 19087, and provides associated services to support customers that wish to outsource the operation and maintenance of computer applications. SERVICES Provider will perform the services (“Services”) as described in the Scope of Services, set forth in Attachment 1. The general scope of services addressed by this Agreement includes the operation, maintenance and support of the Customer’s: • Application software, • Database for the Applications hosted under this agreement, • Database security, and • Data Center servers operation. The Services specifically exclude operation and maintenance of the following: AssetWorks Hosting Services Agreement Page 2 • Customer hardware, including Customer’s servers, printers, network hardware (including routers and switches) and other Customer site computing equipment; • Customer application software other than noted in the Scope of Services; and • Customer Local Area Networks (“LAN”). The Services shall be provided subject to the Terms and Conditions, which follow. 3. TERM The Term of the Agreement shall commence as of the Effective Date and shall continue for (3) year (“Initial Term”) with the option to extend the agreement for two additional one year terms not to exceed a total of five years per the fee schedule attached unless terminated earlier as set forth below. At the end of the Initial Term, the Customer may decline the renewal option with notice to AssetWorks prior to the renewal date; if no such notice is received, the Agreement will automatically renew for twelve months upon the anniversary date of the Agreement. 4. FEES AND PAYMENT 3.1. Customer shall pay Provider the applicable fees as set forth in the Fee Schedule, Attachment 3. 3.2. Provider shall invoice Customer yearly in advance, and all invoiced fees shall be due and payable within 30 days of the date of an invoice. All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset, and shall be sent to Provider’s address set forth on the signature page of the Agreement. 3.3. Upon termination of services for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay Provider in full for Services provided to Customer under this Agreement within 30 days of the invoice date. 5. CUSTOMER RESPONSIBILITIES Provider responsibilities are detailed in the Service Level Agreement, Attachment 2. The Customer is responsible for: A. Assigning a primary and alternate representative to coordinate all communications and activities related to Provider services. B. Providing user identification data and determining the appropriate security profile for each user. Customer will control security at the Application level. C. All on-site printing. No print job will print at the Data Center. All physical printing requirements will be the responsibility of the Customer. D. The purchase and installation of printers at Customer’s sites for the Application being utilized as defined in the Scope of Services. E. Installation, operation and maintenance of Customer’s LAN, existing data communications configuration, hardware, or software at the Customer’s site except as otherwise stipulated in the Scope of Services. This is defined as all lines, switches and routers from the Customer site up to the Provider’s site. F. Testing updates and fixes applied by Provider to Applications used by Customer. With the exception of emergency fixes, Customer will test updates and fixes in the test environment and confirm testing results with provider prior to their introduction to the Production environment within a mutually agreed upon time frame. G. Testing upgrades. Upgrades will be moved to production by the Provider at the end of the Customer testing period unless specific problems are communicated to Provider. Upgrades will be moved to production according to the established Hosted upgrade schedule unless Customer communicates specific issues to Provider. AssetWorks Hosting Services Agreement Page 3 H. Analysis of suspected problems to determine their specific nature and possible causes before calling the Provider for assistance. Customer is responsible to report the problems and the analysis to the provider in a complete and timely manner. 6. OWNERSHIP OF DATA Customer shall not obtain any ownership rights, title or interest in the software, hardware or systems developed or employed by Provider in providing Services under the Agreement. Provider shall not obtain any ownership rights, title or interest to Customer’s data files. Upon expiration or termination of the Agreement for any reason, Provider agrees to provide Customer with a copy of Customer’s data files, as they exist at the date of expiration or termination pursuant to the requirements outlined in the Obligations Upon Termination of Contract section of the Attachment 1. 7. WARRANTY DISCLAIMER/LIMITATION OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER’S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS. PROVIDER SHALL NOT BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST REVENUES OR PROFITS, LOSS OF USE OR EQUIPMENT DOWN TIME, AND LOSS OF OR CORRUPTION TO DATA) ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER HEREBY AGREES THAT PROVIDER'S TOTAL LIABILITY FOR ANY AND ALL LIABILITIES CLAIMS, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWSOEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING BREACH OF CONTRACT OR WARRANTY, TORT, STRICT LIABILITY, STATUORY LIABILITY OR OTHERWISE, SHALL NOT, IN THE AGGREGATE, EXCEED FEES PAID TO PROVIDER DURING THE PREVIOUS 12-MONTH PERIOD. THE PARTIES ACKNOWLEDGE AND AGREE TO THE FOREGOING LIABILITY RISK ALLOCATION. ANY CLAIM BY CUSTOMER AGAINST PROVIDER RELATING TO THIS AGREEMENT MUST BE MADE IN WRITING AND PRESENTED TO PROVIDER WITHIN SIX (6) MONTHS AFTER THE DATE ON WHICH THIS AGREEMENT EXPIRES OR IS OTHERWISE TERMINATED. 8 TERMINATION FOR DEFAULT 8.1 Either party may terminate this Agreement if (i) the other party fails to perform a material obligation of the Agreement and such failure remains uncured for a period of 30 days after receipt of notice from the non-breaching party specifying such failure; or (ii) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. 8.2 Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay Provider in full for all goods and/or services provided to, and accepted by, Customer under this Agreement and/or any task order hereto as of the effective date of the Agreement within 30 days of the invoice date. 9. NOTICES All notices under this Agreement will be in writing and can be delivered electronically via email or by personal service, facsimile or certified mail, postage prepaid, or overnight courier to such person and AssetWorks Hosting Services Agreement Page 4 address as may be designated from time to time by the relevant party, which initially shall be the address set forth below: AssetWorks 998 Old Eagle School Rd. - Suite 1215 Wayne, PA 19087 Attn.: John Hines 10. NON-WAIVER OF RIGHTS The failure of either party to insist upon performance of any provision of this Agreement, or to exercise any right, remedy or option provided herein, shall not be construed as a waiver of the right to assert any of the same at any time thereafter. 11. RIGHTS AND REMEDIES NOT EXCLUSIVE Unless otherwise expressly provided herein, no right or remedy of a party expressed herein shall be deemed exclusive, but shall be cumulative with, and not in substitution for, any other right or remedy of that party. 12. SEVERABILITY If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. 13. ASSIGNMENT Neither the Agreement nor any duties or obligations hereunder shall be assigned or transferred by Customer without the prior written approval of Provider, which approval may be withheld in the reasonable judgment of the Provider. Customer agrees that Provider may assign its obligations to a third party subject to Customer’s written approval of such change, but Provider shall remain responsible for performance under the Agreement. All fees will remain intact as outlined in Attachment 3. 14. GOVERNING LAW; VENUE The Agreement shall be governed and construed in accordance with the laws of the State of California without regard to choice of law principles. Subject to Section 21 below, the parties agree that the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. Federal courts as directed. Both parties consent to the jurisdiction of such courts and waive any objections regarding venue in such courts. 15. INTERPRETATION The captions and headings used in this Agreement are solely for the convenience of the parties, and shall not be used in the interpretation of the text of this Agreement. Each party has read and agreed to the specific language of this Agreement; therefore no conflict, ambiguity, or doubtful interpretation shall be construed against the drafter. 16. DISPUTES The parties will seek a fair and prompt negotiated resolution within ten (10) business days of the initial notice of the dispute (“Dispute”). If the dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then any controversy, claim or Dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Before commencing any such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the parties are unable to resolve the Dispute by good faith negotiation, either party may refer the matter to arbitration. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the dispute, and may not award any damages, which are excluded by this Agreement. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of AssetWorks Hosting Services Agreement Page 5 competent jurisdiction. Any request for arbitration of a claim by either party against the other relating to this Agreement must be filed no later than six (6) months after the date on which Provider concludes performance under this Agreement. 17. MULTIPLE COPIES OF COUNTERPARTS OF AGREEMENT This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall not be effective until the execution and delivery between each of the parties of at least one set of the counterparts. 18. FORCE MAJEURE Neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure Occurrence. 19. RELATIONSHIP OF PARTIES Provider is an independent contractor in all respects with regard to this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture, agency, or other relationship other than that of Provider and Customer. 20. THIRD PARTY BENEFICIARIES This Agreement does not create, and shall not be construed as creating, any rights or interests enforceable by any person not a party to this Agreement. 21. WAIVER OR MODIFICATION No provision of the Agreement may be waived or modified unless in writing specifically referencing this Agreement and signed by representatives of both parties against whom enforcement of the purported modification or waiver is sought. Waiver of default of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision. 22. ENTIRE AGREEMENT; CONFLICTING PROVISIONS The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous proposals, discussions, agreements, Customer issued purchase order or document of like intent or purchase, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder. In the event that any provision in any attachment conflicts with any provision of this Agreement, then this Agreement shall be deemed to control, and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with the governing provision herein. 23. AUTHORIZATION Each of the parties represents and warrants that the Agreement is a valid and binding obligation enforceable against it and that the representative executing the Agreement is duly authorized and empowered to sign the Agreement AssetWorks Hosting Services Agreement Page 6 24. SURVIVAL The provisions of sections 4, 6, 7, 14, 16 and 22 shall survive the termination or expiration of this Agreement. 25. COUNSEL By execution of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisions of any federal, state or local law, regulation or ordinance notwithstanding. Signatures IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representative(s). “Provider” “Customer” AssetWorks, INC. Name: Name: Title: Title: Sign: ________________________________ Sign:_______________________________ Date: ________________________________ Date:_______________________________ Address: Address: 998 Old Eagle School Road 3201 East Bayshore Blvd Suite 1215 Palo Alto, CA 94303 Wayne, PA 19087 Telephone 650.326.2566 Telephone (610) 687-9202 AssetWorks Hosting Services Agreement Page 7 Attachment 1 - Scope of Services All the services, functions, processes and activities described below will be collectively described as the “Services” for purposes of this Agreement. All Services will be provided by the Provider to and for the Customer’s benefit in a manner, which will adequately meet or exceed the SLA, Attachment 2. Provider’s failure to deliver the services and meet SLO’s defined in the SLA will constitute Default by the Provider. Neither the SLA nor these Services can be changed in any way without written Amendment. 1. Application Application or Applications refer to the software and modules known as FleetFocusFA 2. Hardware The Application will be hosted on AssetWorks supplied servers. The Server will always provide adequate facility to meet the SLOs. If required by Customer, Customer shall provide the telecommunications equipment (including the routers to be installed at the Data Center and Disaster Recovery Center site), communication line and services for connection from Customer’s site to the Data Center and Disaster Recovery Center. 3. Database Instances A single Production Database instance will be maintained for Customer. This Production Database will provide the daily, real-time transaction data to the Application Users. In addition to the Production Database, Provider shall create an additional, non-production Test Database. Upon request by Customer, Provider will populate the Test Database with Customer’s Production data up to 4 times in any 12 month period with no additional cost. More frequent data updates will be performed with charges to the Customer using the Service Fee rates cited in Section 3 of Attachment 3. For an additional charge, Provider will furnish an Ad-hoc Reporting Database for use with the Customer developed ad-hoc reports. This Database will be updated from the production database every night and will allow the Customer direct access to its data for purposes of ad-hoc reporting. Further, Provider will certify a Customer built Ad-hoc Report for scheduling execution from within the Application directly against the production database, certifying that the Report performs within appropriate guidelines and does not cause unacceptable response time issues. Once certified, Provider will install the Report into Customer’s ASP production environment to make it available for execution submission from within the Application. 4. Hours of System Operations The Application will be accessible and available to the Customer and capable of any and all normal operating functions 24 hours a day, seven days a week except for previously approved and Scheduled Maintenance. The Provider will not be held responsible for inaccessibility arising from communications problems occurring anywhere beyond the Provider’s side of the router resident at the Provider’s Data Center and Disaster Recovery Center, nor will these hours of unavailability be counted as unavailable for purposes of Contractual Non-Compliance. However, Provider will assist with any troubleshooting efforts to resolve communication problems. 5. Help Desk Operations Provider will maintain a Help Desk to receive Customer calls to report, log and resolve any problems with the Services identified by the Customer. AssetWorks Hosting Services Agreement Page 8 Customer will be allowed unlimited calls to the Help Desk as long as Customer remains in compliance with all contractual commitments between Customer and Provider. While the Application will be available to the Customer on Holidays, the Help Desk will operate on an “after Business Hours” schedule on Holidays. Provider currently recognizes the following Holidays: New Years Day Memorial Day Columbus Day Martin Luther King Day Fourth of July Thanksgiving Day Presidents Day Labor Day Christmas Day Additional Holidays may be added upon prior written notice to Customer. 6. Online Data Retention All data in the Customer’s Production database as provided at time of conversion will be available online. Older data will be archived in a process to be defined in the future, but mutually agreed upon by the Provider and the Customer. This data can be reloaded upon request by Customer for Service Fees identified in section 3 of Attachment 3. 7. Maintenance The Provider will complete Scheduled Maintenance of the Application on a weekly basis. This Scheduled Maintenance will consist of downtime of the Application mutually agreed upon by the Customer and the Provider. Scheduled Maintenance will include database reorganization and any other weekly requirements that allow the Application to successfully and adequately operate in a manner to meet the SLA, Attachment 2. If the Provider is required to perform additional maintenance outside of the Scheduled Maintenance window, it will notify the Customer in writing of its request. The Customer and the Provider will mutually agree on the downtime, which will then be considered Approved Maintenance. 8. Disaster Recovery The Provider will maintain a Disaster Recovery Center. If Customer elects to subscribe to the Disaster Recovery Service, all SLO’s will be met with the exception of Response Time. The Disaster Recovery Center will be expected to meet 75% of the SLO for Response Time. If Customer does not elect to subscribe to Disaster Recovery service, Provider will furnish backups and tapes. Back-up frequency and data retention services will be provided as outlined in the SLA, Attachment 2. The Provider will identify an authorized agent to provide off-site storage services. 9. Reporting The Provider will produce quarterly communications and reports as requested by the Customer. Examples of the possible requests: • Service Level Performance Metrics • Problem Trend Analysis • Status of Current and Future Activities • Application Availability Percentages • Monthly Unit Counts • Database Usage and Statistics • Server Statistics AssetWorks Hosting Services Agreement Page 9 10. Obligations Upon Termination of Contract 10.1 Customer’s Obligations Upon Termination or Expiration Upon termination due to a Default by the Customer or expiration of this Agreement, all rights granted hereunder to the Customer shall forthwith terminate, and: (a) Customer shall immediately and permanently cease to use the ASP Services in any manner whatsoever, and (b) Customer shall make all payments due. 10.2 Provider’s Obligations Upon Termination or Expiration Upon termination due to a Default by the Provider or expiration of this Agreement, all rights granted hereunder to the Provider shall forthwith terminate, and: (a) Provider shall immediately and permanently cease to use, in any manner whatsoever, all of the Customer’s Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the Customer including, without limitation, all signs, advertising materials, displays, stationary, forms and any other articles which display such proprietary marks, (b) Provider will copy the Customer’s Production Database, and any and all other databases, scripts, utilities or files maintained by Provider on behalf of Customer, and forward the copies to the Customer on machine-readable magnetic tape in a file format acceptable to the Customer, (c) Provider will use all reasonable efforts to assist Customer in affecting a smooth transition of the ASP Services to Customer or any other vendor chosen by Customer, and (d) Provider, when directed by Customer in writing to do so, will delete all of Customer’s data in Provider’s possession from any data storage media under control of the Provider. AssetWorks Hosting Services Agreement Page 10 Attachment 2 - Service Level Agreement This Service Level Agreement (“SLA”) is intended to provide an understanding of the level of service to be delivered by the Provider for the Services specified in Attachment 1. The Service Level Objectives (“SLO”) will be reviewed annually by the Provider and Customer to determine if new business conditions or new technology support a modification of the Agreement. The Provider and Customer will mutually agree upon any recommended modifications. Failure to reach mutual agreement will prompt Dispute Resolution as outlined in Section 16 of the Agreement. Service Level Non-Compliance Non-Compliance is the inability to achieve any SLO. There are two kinds of Non-Compliance: Operational Non-Compliance and Contractual Non-Compliance. Operational Non-Compliance is the instance or onset of the inability of the Provider to meet an SLO (e.g., unavailability of the Application). Contractual Non-Compliance is the failure of the Provider to adhere to the services described in this Agreement. The response outlined below is required for both Operational Non-Compliance and Contractual Non-Compliance. Instances of Operational Non-Compliance can, with multiple occurrences, extended time, or severity, become issues of Contractual Non-Compliance. Should the Customer identify an instance of Operational Non-Compliance, the Customer will notify the Help Desk. Should the Customer identify an instance of Contractual Non-Compliance, the Customer will deliver written notification to the Provider. Upon notification by the Customer of Contractual Non-Compliance, the Provider will research the problem and respond to the Customer by the next business day. This response will outline: • What actions will be taken to resolve this specific instance of the problem; • How long it will take to implement these actions; and • What process will be undertaken to ensure that the SLO will be successfully met in the future. Possible actions to ensure that Provider will meet the SLO in the future include: • The establishment of additional policies or business process enhancements to increase the likelihood of meeting the existing SLOs; • The employment of additional hardware, software, personnel or additional resources to increase the likelihood of meeting the existing SLOs; and • A review of the existing SLOs to determine if they are no longer appropriate given changes in Customer usage, other conflicting demands, or new technology. Based on mutual agreement between the Customer and Provider, more realistic goals may be established based on information gathered since the goals were last set. This will only be done if it is in the best overall interests of the Customer. Non-Compliance Provider will achieve the SLOs on a quarterly calendar basis. The following chart and text describe several categories of SLOs. Contractual Non-Compliance is defined differently for Category 1 (Application Availability and Performance) than it is for all other SLO's. The Provider will be given seven (7) days to cure a Category 1 Non-Compliance instance and thirty (30) days to cure all other Non-Compliance instances. • If the Application is available less than 95% of all “Available Hours” in the calendar quarter, Customer may at its option terminate this Agreement and Provider will waive any Service Termination Fees. AssetWorks Hosting Services Agreement Page 11 Scheduled Maintenance hours will not count as unavailable hours. “Available Hours” means the product of the number of days in the quarter times 1440 minutes, less Scheduled Maintenance. • Failure to meet one or more of the SLOs other than Category 1 (Application Availability and Performance) for any given month does not constitute a Default of the Agreement. If Provider fails to meet one or more of the other SLOs for two consecutive calendar quarters, Customer may at its option terminate this Agreement and the Service Termination Fee identified in Section 5 of Attachment 3 will be waived by Provider. Service Level Categories and Objectives No. Category Subcategory Objective 1 Application Availability and Performance Normal Operating Conditions • Regular hours • Provider network Data Recovery • Backup Frequency • Data Retention • Data Recovery Response Time • On-line Screens • Queries • Batch Cycles 2 Security Front Door Access to Data • Access Authorization Backdoor Access • Customer Network • Physical Access to Data Center 3 Application Maintenance Major Upgrades Minor Upgrades/Bundled Fixes Immediate Fixes 4 Customer Service Help Desk • Initial Contact • Inquiry Settlement • Technical Administration Communication • Scheduled • On Request • Data Center Announcements • Feedback AssetWorks Hosting Services Agreement Page 12 Service Level Category 1: Application Availability and Performance Subcategory: Normal Operating Conditions Regular Hours Objective The Application will be available as defined in section 4 of Attachment 1. The Test Application which accesses the Test database instance will be available during Business Hours as defined in Service Level Category 4: Customer Service. Verification MethodThe Application availability will be monitored by Data Center staff and verified by the Customer using alternate sources available. Provider Network Objective The Data Center will be responsible for the dependability, accessability, and security of the Provider’s internal communication network that begins at either the Customer-provided routers at the Provider’s sites or mutually agreed upon routers. Verification Method The Provider network availability will be monitored by Data Center staff and verified by the Customer. Subcategory: Disaster Recovery Back-up Frequency Objective All Customer data and all other configuration files, scripts, and any other files necessary for complete and successful operation of the Application will be copied to and backed-up to tape at a schedule predefined by Provider. Data back-ups should be scheduled at least daily.For an additional fee, Provider will schedule other 'Critical Points' for back-up, as defined and required by the Customer (e.g., month-end, year-end and before upgrades.) Back-ups of the Customer’s Production and Test data will be performed in accordance with Provider’s standard back up schedule and tapes sent to off-site storage via an authorized escrow agent within 24 hours of the back-up being taken. The Customer retains the right to have copies of back-up tapes mailed to the Customer’s site on schedule determined by Provider. Verification Method The Data Center will verify daily that each back-up's status is listed as complete by the system. AssetWorks Hosting Services Agreement Page 13 Data Retention Objective Data will be retained for a reasonable timeframe, for recoverability. Daily back-ups will be available for recovery for 2 weeks. Without additional charge, Provider will furnish the most recent back-ups and copies of the Application to enable Customer to run in production on its Disaster Recovery Site. Verification Method The data recovery tests listed under Data Recovery will be used to verify Data Retention. The results of Customer requested restorations will also be recorded. Data Recovery Objective In cases where copies of back-up data exist at the Data Center and the systems supporting the Customer's data are intact, the data will be successfully restored within one (1) calendar day. In cases where the requisite back-up data is stored off-site and the systems supporting the Customer's data are intact, the data will be successfully restored within three (3) calendar days. In the event that the Data Center is severely damaged and Customer processing is moved to the Disaster Recovery Center, due to fire or other disasters, the Data Center will provide Application availability to the Customer within three (3) calendar days at the Disaster Recovery Center. The Provider will return Customer processing to the Data Center from the Disaster Recovery Center as soon as possible. Customer data will be restored from off-site back-ups, which will contain data one (1) day prior to the disaster. Customer will be responsible for providing the telecommunications and telecommunications hardware to the Disaster Recovery Center. Verification Method The Data Center and the Disaster Recovery Center will conduct periodic data recovery tests at least annually to confirm that the recovery objectives can be met. The results of Customer requested restorations will also be recorded. Subcategory: Response Time Queries Objective The Data Center will ensure that the Production database is able to facilitate the completion of queries through the Application that have been supplied by the Customer in a manner which is comparable to what the Customer experiences through their current production configuration as outlined in the Baselines. This excludes Customer network issues. In the case of additional Customer created queries through the Application, due to their unpredictable levels of complexity, the Provider cannot make a response time commitment. The Provider will be able to provide additional support to assist Customer query optimization. Verification Method AssetWorks expects screen and query response times to more than exceed Customer expectations. However, AssetWorks is unable to produce exact performance benchmarks. Anything outside of the routers at the Data Center is not in AssetWorks’ control. AssetWorks expects screen response times to be a maximum of two seconds. AssetWorks anticipates the same for data queries with the assumption that the proper user filters are in place. Upon going into production with the Application, Customer and AssetWorks will agree upon a benchmarking method to derive more accurate results to be included into the SLA as a benchmarking addendum. Annual benchmarking evaluations will be conducted in conjunction with both parties. Online Screens Objective Response time for Customer’s use of the Applications should be no longer than two (2) seconds. The expectation is for on-line window response times for normal transactions (e.g., screen changes, repair order retrievals, file updates, report generation, etc.) to be equal to or better than that currently experience by Customer using other applications via the internet. This excludes Customer network issues. Verification Method AssetWorks Hosting Services Agreement Page 14 System load and response time will be monitored to determine if queries are negatively impacting system response time for Customer. Monitoring tools and reports will be defined once the Application is set up and loaded for production use and will be mutually agreed upon by Provider and Customer. Batch Cycles Objective The Data Center will ensure that the daily, weekly, monthly, and yearly batch cycles run in a manner, which is comparable to what the Customer experiences through their current Production configuration as outlined in the Baselines. Verification Method This will be measured by the total execution times from start to finish of each batch cycle. Monitoring tools and reports will be defined once the Application is set up and loaded for production use and will be mutually agreed upon by Provider and Customer. Service Level Category 2: Security This Service Level Category covers two subcategories of data security. The first involves preventing users not authorized to use the Application from using the Application to access Customer data (“Front Door”). The second subcategory involves accessing Customer data from outside the Application in any other manner (“Back Door”). Subcategory: “Frontdoor” Access to Customer Data (via the Application) Access Authorization Objective Customer Application and data will only be accessible by authorized users as defined and managed by the Customer. Customer data is secured in separate database instances. Verification Method To be determined by the Customer. Subcategory: “Backdoor”Access to Customer Data (Outside of the Application) Customer Network Objective If Customer elects to make use of a dedicated telecommunication line, Provider will provide guidelines and technical recommendations to assist Customer in connecting to the Application at the Data Center via its internal communication network beginning at the Customer-provided router at the Provider’s site. The Data Center is not ultimately responsible for the dependability or security of the Customer's internal network beyond the router. Verification Method The Data Center will verify the delivery of the guidelines and technical recommendations. Physical Access to the Data Center Objective The Data Center has implemented security measures to protect against physical intrusion. Access to the Data Center building and the computer room is limited to Data Center staff only. The Customer retains the right to inspect the physical access to the facility. Verification Method Customer may verify by inspection. AssetWorks Hosting Services Agreement Page 15 Service Level Category 3: Application Maintenance An important element of providing Hosting Services for the Application is ensuring that all appropriate upgrades, updates and fixes are applied in a timely manner. Subcategory: Major Upgrades Objective Application upgrades (as defined by version number changes) will be installed and tested by the Data Center within six months of their release by the Provider. Customer will be provided with each module upgrade and documentation upon a mutually agreed upon time frame within which to test the upgrade prior to its being available to the Customer’s users and interfacing with the Production database. Verification Method The Data Center will record the time between the Application release date and the end of the Customer test period. Subcategory: Minor Upgrades/Bundled Fixes Objective Updates, fixes, patches or similar minor changes to the Application will be installed and tested by the Data Center within six weeks of their release. Customer will be provided each module upgrade upon a mutually agreed upon time frame within which to test the said change prior to its being available to the Customer’s users and interfacing with the Production database. Customer’s custom modifications will be tested by the Data Center and the Customer prior to their being available to the Customer’s users and interfacing with the Production database. Verification Method The Data Center will record the time between the Application release date and the end of the Customer test period. Subcategory: Immediate Fixes Objective Once the Data Center is aware of an Application problem, fixes available from the Application vendor will be installed within a timely period, based on the criticality of the problem as defined by the Customer or identified in Category 1 SLOs. Verification Method Percent of fixes that are completed within their target times. AssetWorks Hosting Services Agreement Page 16 Service Level Category 4: Customer Service Three subcategories of customer service are included in this Service Level Category. The first examines the responsiveness of the Help Desk. The second examines the Data Center's reponsiveness to requests for Technical Administration. The final Customer Service subcategory examines a number of aspects of general communication between the Data Center and the Customer. Subcategory: Help Desk The Provider will maintain a Help Desk whose function will be to support and assist the Customer in diagnosing and resolving problems associated with the Application. Initial Contact Objective The Help Desk phone line will be staffed during Business Hours. Business Hours are defined as 8:00 a.m. to 6:00 p.m. EST, Monday through Friday except Holidays. If a message is left during these Business Hours, a return call will be issued within 15 minutes. Outside of Business Hours, in the event of a critical application issue, a Data Center representative will be available by pager to return Help Desk messages within 15 minutes. Additional pager phone numbers will be provided to Customer for escalation if the first contact is not returned within 15 minutes. A Data Center representative will always be available by pager outside of Business Hours, including Holidays. Verification Method Customer may place calls at any time to determine if the phone is staffed appropriately. Inquiry Settlement Objective Customer inquiries to the Help Desk will be settled in a manner to achieve the SLOs. Help Desk personnel will attempt to resolve the inquiries themselves at initial contact with the Customer. In more complicated cases, the inquiry may be settled by assigning a task to a Data Center specialist. In such cases, the SLO performance will be monitored under the appropriate Service Level category depending on the nature of the task. Verification Method The average time that is needed to resolve a Help Desk incident will be tracked. Technical Administration Objective At times the Customer may request additional administrative services such as creating a new database instance, modifying software or requesting an extra back-up of data. Such services will be performed in a timely and cost effective manner to the Customer’s benefit. For each typical service, the cost (if any) and time to complete are listed in the Scope of Services. Services not listed there may be handled on a time and materials basis. Verification Method The average time that is needed to complete an administrative request will be tracked. Subcategory: Communication Scheduled Objective Regularly scheduled Data Center communications with the Customer will be performed in a timely manner and monthly at a minimum. Examples of potential communications that are considered as regularly scheduled is contained in the Scope of Services section of the Agreement. Late or missing communications should be reported by the Customer to the Help Desk which will escalate and resolve the issue. Verification Method The Data Center Help Desk system will track the number of reported communications problems. AssetWorks Hosting Services Agreement Page 17 On Request Objective Ad-hoc requests for information by the Customer will be handled in a timely manner based on the timing commitment made by the Data Center or Help Desk in each case. The delivery times for these ad-hoc communications will be estimated by the Data Center or Help Desk as they are requested, based on their criticality and the length of preparation time required. Additional charges may apply for these communications at rates established in Section 4 of Attachment 3. Verification Method The Data Center Help Desk system will track the number of reported communications problems. Data Center Announcements Objective The Data Center will inform the Customer of anticipated changes in Application availability or performance with as much advance notice as possible but always reasonably before any change occurs. The Data Center will contact the designated Customer representative via e-mail and by telephone depending on the anticipated criticality and time remaining before the event. These events will not be considered as approved and will represent a failure of the Provider to meet the related SLO. Verification Method The Data Center Help Desk system will track the number of reported communications problems. Feedback Objective The Data Center will conduct periodic surveys of key Customer contacts to assess general Customer perceptions of the level of service being provided. Surveys will be formatted to support Data Center SLOs. Printed surveys at the subcategory level will be utilized annually. Telephone surveys at the category level will be utilized at least bi-annually. Verification Method The Data Center Help Desk system will track the number of reported communications problems. AssetWorks Hosting Services Agreement Page 18 Attachment 3 – Fee Schedule 1. Hosting and Maintenance Fees, which commences upon execution of this Agreement. Fees invoiced yearly in advance. Item Qty Unit Price Extension TOTAL SOFTWARE- FleetFocus Server set-up Fees (one time)1 5,000.00$ 5,000.00$ One Time Units Per unit Monthly Year One Hosting Fee (by vehicle equipment units)900 1.50$ 1,350$ 16,200$ Invoiced annual in advance Subtotal 21,200$ Web/Reports Server(s) Set-up 1 2,500.00$ 2,500.00$ One Time Year One Reports Publishing Server monthly 500.00$ 6,000$ FuelFocus 4 50.00$ 200.00$ 2,400$ Subtotal 10,900$ Total Year One (5-Year Contract)32,100$ Monthly Total 2,050$ 32,100$ 2,153$ 25,830$ 2,255$ 27,060$ 2,368$ 28,413$ 2,481$ 29,766$ AssetWorks will supply use of Oracle Database licenses in our datacenter. Fees are invoiced annually in advance Contract Assumes customer renews annual maintenance during the term of the contract. Fees above to not include software maintenance and support One Time Fees 7,500$ None None Hosting Year Two Hosting Year Three Hosting and Set-up Year One Hosting Year Four None Hosting Year Five None 2. Fee Adjustments The fees set forth herein shall remain in effect during the initial one-year term with two option years of the Agreement. Thereafter, Provider shall have the right to adjust its fees upon 60 days prior written notice to Customer. Provider shall not adjust its fees more often than once per year. 3. Fees Work requested by Customer beyond that described in Attachment 1, will be charged at the following rates. Before any work is done which would incur charges billed as Service Fees, the Provider will supply a proposal describing the work and providing an estimate of hours, cost and completion date. Customer approval will be required before work can begin. AssetWorks Hosting Services Agreement Page 19 $205.00/per hour Project Management $205.00/per hour Programming and Training 4. Travel, Meals and Lodging In addition to the fees set forth above, Customer shall reimburse Provider for airfares, meals, ground transportation and other reasonable living expenses incurred by Provider in support of the Agreement during provision of support services at the Customer site. Provider will adhere to the Customer’s Corporate Travel Policies to the extent possible. Invoice amount shall not exceed estimated quote for programming and training provided to Customer. 5. Data Processing Audits Eight hours per year shall be allocated to support Customer’s personnel or Customer’s designee in an audit of Provider’s services and records during Business Hours at Provider’s location. Additional hours, if needed, will be billed at the hourly rates noted above. All out of pocket expenses incurred by Customer in connection with such audits will be borne by the Customer.