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4.03 4.3 SERVICESTartegraph Software Services-Storrawater Infrastructure and Vehicles-Renew for 1-4-2023 to 1-3-2026—11-7-2022 RESOLUTION AUTHORIZING RENEWAL OF AGREEMENT WITH CARTEGRAPH SYSTEMS LLC FOR PROFESSIONAL SOFTWARE SERVICES RESOLUTION NO.: ,2022 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 357,2020, the Queensbury Town Board authorized engagement of Cartegraph Systems, LLC (Cartegraph) for professional software services to assist with public works asset management and establishment of Cartegraph Software Capital Project Fund No.: 234, and WHEREAS, by Resolution No.: 388,2021, the Town Board authorized renewal of Cartegraph's services through 1/3/23, and WHEREAS, the Town Board wishes to renew its agreement with Cartegraph for the term of 1/4/2023 to 1/3/2026 for yearly sum(s)not to exceed: ■ Term 01 —1/4/2023 —1/3/2024 - $15,210 ■ Term 02—1/4/2024—1/3/2025 - $15,665 ■ Term 03 —1/4/2025 —1/3/2026 - $16,136 in accordance with Cartegraph's Master Agreement dated 10/17/2022 substantially in the form submitted at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes and directs the renewal of the services of Cartegraph Systems, LLC for professional software services to assist with public works asset management for the term of 1/4/2023 to 1/3/2026 for yearly sum(s)not to exceed: ■ Term 01 —1/4/2023 —1/3/2024 - $15,210 ■ Term 02—1/4/2024—1/3/2025 - $15,665 ■ Term 03 —1/4/2025 —1/3/2026 - $16,136 in accordance with Cartegraph's Master Agreement dated 10/17/2022 substantially in the form submitted at this meeting, such services to be paid from Capital Construction Account No.: 234- 8540-2899, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the Town Budget, make budget adjustments, prepare any documentation and/or take any actions necessary to effectuate payment, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the Agreement substantially in the form submitted at this meeting and/or any needed documentation and the Town Supervisor and/or Town Budget Officer to take any other actions necessary to effectuate the terms of this Resolution. Duly adopted this 7t'day of November, 2022,by the following vote: AYES NOES ABSENT: Town Of Queensbury 10/17/2022 Cart6 ra h Town Of Queensbury Cartegraph Solutions Master Agreement Master Agreement: MA-22-06016 Date Prepared: 10/17/2022 Date of Expiration: 1/13/2023 For any questions or assistance, please contact: Ben Skemp Manager Of Account Management Phone: (563) 587-3358 Mobile: 563-542-1558 Email: benskemp@cartegraph.com Cartegraph Systems LLC 3600 Digital Drive Dubuque, IA 52003-8962 hftp://www.cartegraph.com Toll Free: (800) 688-2656 Phone: (563) 556-8120 Fax: (563) 556-8149 Page 1 of 9 4 Town Of Queensbury/10/17/2022 Master Agreement Cartegraph Systems LLC is pleased to present this Master Agreement for its world-class technology solutions. This Master Agreement is made and entered into between Town Of Queensbury (hereinafter referred to as "Town Of Queensbury", or"Customer") and Cartegraph Systems LLC (hereinafter referred to as "Cartegraph"), each referred to as a "Party" or collectively as the "Parties" and is effective when fully executed by both Parties ("Effective Date"). This Master Agreement 1)will exclusively govern Customer's access to and use of Solution Subscriptions and/or Solution Services; 2) is the complete and sale understanding and agreement between Parties, and supersedes any oral or written proposal, agreement,or other communication between the Parties;3)may only be modified or amended in writing as permitted herein;4) is governed by the terms and conditions of the Cartegraph Solutions Agreement (Addendum A), unless (1) otherwise set forth herein, or (ii) there is an applicable written Customer Agreement executed by the Parties that directly references this Master Agreement, for the Solutions referenced in this Master Agreement.Any inconsistency between the documents shall be resolved by giving precedence to 1)a Customer Agreement(if applicable),2)this Master Agreement,and 3)the Cartegraph Solutions Agreement. The term of this Master Agreement shall begin on the Effective Date and continue until it is terminated as permitted herein. The duration of time specified in the Investment Summary of this Master Agreement shall be the "Initial Term." Subsequently executed Sales Orders under this Agreement may add additional Solution Subscriptions and/or Solution Services to the Initial Term as well as renew the Solution Subscriptions and/or Solution Services for successive periods, each a "Renewal Term." BY EXECUTING OR REFERENCING THIS MASTER AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THEY HAVE REVIEWED THE TERMS AND CONDITIONS SET FORTH HEREIN AND ANY EXHIBITS, AND THE PARTIES AGREE TO BE LEGALLY BOUND BY SUCH AGREEMENT. CUSTOMER ADDRESS: LICENSEE ADDRESS: Town Of Queensbury Town Of Queensbury 742 Bay Rd 742 Bay Rd. Queensbury, New York Queensbury, New York 12804 12804 The following Addendums are attached to this Master Agreement and are incorporated by reference: ADDENDUM A-SOLUTIONS AGREEMENT can be found at www.cartegraph.com/solutions-agreement ADDENDUM B - Not Used ADDENDUM C- Not Used ADDENDUM D- Not Used ADDENDUM E -CARTEGRAPH OMS EDITIONS ADDENDUM F - Not Used Page 2 of 9 Town Of Queensbury/10/17/2022 Investment Summary The following represents the requested Solution Subscriptions and/or Solution Services along with their related- durations(Terms). Term 01 -1/4/2023-1/3/2024- Subscription No. Product Code Quantity Price 1 OMS Plus oMSPLs 1 USD 5,760.00 2 Asset Builder(option) OMSABD I USD 305.00 3 Stormwater Domain DOM007 I USD 1,913.00 4 Transportation Domain DOM008 1 USD 1,397.00 OMS User OMSUSR 12 USD 4,710.00 Systems Integration Support SYITSU I USD 1,125.00 FuelMaster Term 01-1W2023-1/3/2024-Subscription TOTAL: USD 15,210.00 Term 02-1/4/2024-1/3/2025- Subscription No. Product Code Quantity Price 1 OMS Plus 0MsPLS 1 USD 5,933.00 2 Asset Builder(option) OMSABD I USD 315.00 3 Stormwater Domain DOM007 1 USD 1,970.00 4 Transportation Domain DOM008 1 USD 1,438.00 5 OMS User OMSUSR 12 USD 4,850.00 6 Systems Integration Support SYITSU 1 USD 1,159.00 FuelMaster Term 02-114/2024-1/3/2025-Subscription TOTAL: USD 15,665.00 Term 03-1/4/2025-1/3/2026- Subscription No. Product Code Quantity Price 1 OMS Plus OMSPLS I USD 6,111.00 2 Asset Builder(option) OMSABD I USD 325.00 3 Stormwater Domain DOM007 I USD 2,029.00 4 Transportation Domain DOM008 I USD 1,482.00 5 OMS User OMSUSR 12 USD 4,995.00 Systems Integration Support SYITSU I USD 1,194.00 FuelMaster Term 03-1/412025-1/3/2026-Subscription TOTAL: USD 16,136.00 Page 3 of 9 t Town Of Queensbury/10/17/2022 Summary By Term-Includes Services&Subscriptions Total Term 1 USD 15,210.00 Total Term 2 USD 15,665.00 Total Term 3 USD 16,136.00 Page 4 of 9 4 ° � Town of0ueenobury/1on772nzu U��/��/�� /��%^ U" " n ~^��nuu~�" .� K,N~^�~~~~. ^ Any Customer Purchase Order, Contract, and/or Agreement must reference CarteAraph Master Agreement: MA-22-06016. ^ Purchasing the Solutions presented herein through any alternative procurement method will require a revised price proposal which may include an associated price adjustment. ^ Prices may (nc|ude discounto, omnoemoionm' or|nmenbveethat are only applicable to this�anmaction and should not be assumed for future purchases.- Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear OD the respective invoice. ^ Prices do not include any applicable Eari ArcG|G licenses. ° Prices are in U.S. [)o||aro /$USD\. ^ Prices for the Initial Term are valid only if this Master Agreement is executed by 1/13/2023' ^ The preprinted terms of a purchase order or any other similar document will not apply to or modify this Master Agreement orany other mutually agreed upon au&oranawa|thenaof. Page 5 of 9 Town Of Queensbury/10/17/2022 Payment In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the Fees as described below: DELIVERY Upon execution of this Master Agreement, Cartegraph will provide the Solution Subscriptions and/or Solution Services as detailed in the Investment Summary. SOLUTION SUBSCRIPTION INVOICING Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of this Master Agreement. The payment for the initial term is due upon execution of the Master Agreement. Payment for any subsequent renewal terms will be due in annual installments as specified herein and.prior to the anniversary of the initial term in the amount(s) that follow: •Term 1: $15,210.00 •Term 2: $15,665.00 •Term 3: $16,136.00 PAYMENT • All payments are due Net 30 days from date of invoice. • All payments are to be in U.S. Dollars ($USD). • For customers within the United States, any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein. Page 6 of 9 Town Of Queensbury/10/17/2022 Acceptance BY SIGNING BELOW, EACH PARTY AGREES THAT 1) ITS SIGNATORY HAS THE AUTHORITY TO BIND THEIR PARTY TO THIS OBLIGATION, AND 2) THAT ALL USE AND ACCESS TO THE SOLUTION SUBSCRIPTION AND/OR SOLUTION SERVICES DESCRIBED HEREIN SHALL BE GOVERNED BY THE TERMS AND CONDITIONS IN THE FOLLOWING ORDER OF PRECEDENCE A)A CUSTOMER AGREEMENT (IF APPLICABLE), B) THIS MASTER AGREEMENT AND ALL AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN,AND C) THE CARTEGRAPH SOLUTIONS AGREEMENT. Cartegraph Systems LLC: By: (Signature) (Print Name) Title: Date: Town Of Queensbury: By: (Signature) (Print Name) Title: Date: Page 7 of 9 Town Of Queensbury/10/17/2022 ADDENDUM E Cartegraph OMS Editions Cartegraph OMS supports customers in the operation, maintenance, and management of the, following asset domains. By employing these features as applicable,customers can effectively manage and report on the assets that they care about. Indicated below are the capabilities and options available for each OMS Edition at the time this document was prepared,which are subject to change. Essentials Pro Plus Premium Dashboard/Home Screen Included Included Included Included User Management included Included Included Included Role Management Included Included Included Esri GIS Integration Included Included Included Included Report Viewer Included Included Included Included Library Management Included Included Included Included Standard KPI/ROI gadgets Included included Included Included Esri Identity-Ready Included Included Included Included Structure Manager Included Included Included Layout Manager Included Included Included Import/Export Included Included Included Record Filter Administration Included Included Included Container/Component Included Included Included Included Embedded Maps Included Included Included Included Included Included Included Report Designer Integration Toolkit Option Option Included Cartegraph for Zapier Option Option Included Included Automation Manager Included Included Notification Manager included Included Included Routing—Esri Identity Required Included Included Included Included Geocode Options-Esri.Identity Required Included Included Included Included Work kask Management Included Included Included Included Page 8 of 9 Town Of Queensbury/10/17/2022 Work Orders. Included Included Task Calendar Included Included Included Included Scenario Builder Option Included Request Request Management Required w/SeeClickFix Included Included Included eeClickFix Option Option Option Option Internal Requests Option Included Included Resources Resource Management(LEMV) Included Included Included Included Advanced Material Management Option Included Fleet Management Option Included Included Assets Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset Container/Component Included Included Included Included Preventative Maintenance Plans Included Included Included Asset Condition Manager/Advanced Required w/Fleet Mgmt. Included Included Inspections Option Option Included Asset Builder Page 9 of 9