CarteGraph Systems Software
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City of Carmel, Indiana
APPROVE~TO
FORM BY:
June 16, 2006
Software License and Services Agreement
THIS AGREEMENT is made and entered into between the of Carmel, hereinafter referred to as "Licensee" whose
address is the City ofCarme!, 3400 West 131" St., Westfield, Indiana 46074 and CarteGraph Systems, Inc. 3600
Digital Drive, Dubuque, Iowa 52003, hereinafter referred to as "CarteGraph".
Scope of Project
Initial and Annual Software Licenses
Platinum Maintenance
Professional Services
Initial and Annual Software Licenses
CARTE GRAPH shaU provide to LICENSEE Software Licenses as listed in Software Licensing and Services
Provided for the software product(s) which includes computer software, license server software, associated media,
printed materials, and "online" or electronic documentation ("Software Product"), The Software Product also
includes any subsequent updates and supplements to the original Software Product. Software Licenses are for
Software Products developed, supported, and available from CarteGraph and are protected by copyright laws and
international copyright treaties, as weU as other inteUectual property laws and treaties, The Software Product is
licensed, not sold. CarteGraph will provide Licensee Software Licenses to use these Software Products in their
standard form and at the most current generaUy available release version level published at that time of instaUation,
CarteGraph software is currently supported within the foUowing:
WORKSTATION PLATFORM: Windows, NT4, 2000, 2003, XP, Supported operating systems will be listed on
CarteGraph's web site, (http://www.cartegraph.com)
DATABASE: Access, MSDE, SQL 2000, SQL 2005, Oracle 8.x, Oracle 9.i
CarteGraphsoftware wiU be supported within new versions of these workstation platforms and databases within a
reasonable period of time from their release from their manufacturer. CarteGraph wiU discontinue support of its
software within older versions of these workstation platforms and databases as their support is discontinued by their
manufacttlrers.
Initial Software Licenses shaU be in effect for the Initial Term oftwelve (12) months from the Initial Term Start
Date through the Initial Term End Date for each Software License. The Initial Term Start Date shaU be the latter
date upon which this Agreement has been authorized by both Licensee and CarteGraph. Annual Software Licenses
shaU automaticaUy renew at the end of the Initial Term for unlimited, successive 12-month Renewal Terms,
Licensee may terminate Software Licenses at the end of the Initial Term or any subsequent Renewal Term by
notifying CarteGraph in writing of their intention to do so at least 60 days prior to the applicable End Date for that
term.
Platinum Maintenance
Services And Products Covered: During the term of the License Agreement, CarteOraph will provide the foUowing
services for the Software Licenses listed in Software Licensing and Services Provided:
1) Technical Support: Licensee will receive unlimited toll-free support via phone, fax or e-mail through the
Carte Graph Help Desk for technical issues relating to the use of the Software Licenses so long as the Software
Licenses are in effect. Telephone support wiU be available Monday through Friday between the hours of7:30
a,rn.-5:30 p.rn. Central time by dialing 800-688-2656 ext 6200 (suvvort<alcartegravh:com),
2) All updates and upgrades to licensed products, for the term of the Software License Agreement,
3) All benefits, products, services, and training sessions available at the customer only Client Support Center web
site at www.cartee.taoh.com.
C0604005
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City of Carmel. Indiana
June 16, 2006
Professional Services
CarteGraph shall provide the following Professional Services to implement and deploy the Software Products.
CarteGraph shall be responsible for the timely performance of all Professional Services and warrants that all
professional and technical services provided to Licensee pursuant to this Agreement shall be of good and
workmanlike quality and will meet or exceed standards of similar professional services within the industry,
CarteGraph makes no further warranty, representation or promise not expressly set forth in this Agreement.
I) Imolementation Services: The quantity of the following Implementation Services as listed in Software
Licensing and Services Provided are CarteGraph '5 not to exceed estimates based on projects of similar size
and scope and on Customer's assumption of designated responsibilities. These quantities of Internet sessions
and/or service days may be mutually adjusted within the various categories as described to best meet
Customer's needs but may not exceed the total number of Implementation Services Internet sessions or service
days listed in Software and Services Provided.
a) lmolementation Service Internet: CarteGraph will provide via the Internet at mutually agreeable times to
Licensee, half day consultation sessions and in the quantity listed in Software Licensing and Services
Provided, to aid Licensee with the CarteGraph applications and their data and deployment requirements.
A CarteGraph consultant will provide desktop assistance to Licensee utilizing Licensee forms, filters,
reports, and database and, as appropriate, the CarteGraph training database, "Carteville", as a method to
reinforce CarteGraph functionality as it relates to Licensee daily activities and processes. CarteGraph
will provide all instructors and all appropriate course materials and instructor visuals. Licensee will provide
client equipment required for the consultation, as necessary.
b) Irnolementation Service Onsite: CarteGraph will provide an onsite consultation service and in the quantity
listed in Software Licensing and Services Provided. A CarteGraph consultant will provide over-the-
shoulder process, procedure, and applications assistance to Customer staff at Customer workstations as a
method to reinforce CarteGraph functionality as it relates to Customer daily activities and processes.
Customer will provide facilities and any equipment tequired for the consultation, including server and
client computers as necessary.
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City of Carmel, Indiana
June 16, 2006
Project Assumptions
Professional Services are based on the following assumptions:
1) Professional Services are CarteGraph's not to exceed estimates or fixed fee quotations (see Software
Licensing and Services Provided) based on projects of similar size and scope and on Licensee's assumption of
designated responsibilities.
City of Carmel Responsibilities
Licensee accepts responsibility for all aspects of project planning, management and execution not specifically
described under Scope of Project. On-going management of the day-to-day allocation of Licensee resources and
management of Licensee project tasks is the responsibility of Licensee. Licensee wilI provide overall guidance and
direction for the project and will direct the project accordingly. Further, and witb regard to the CarteGraph
obligations listed under the Scope of Project section, Licensee understands that it is vital to the success of the
project that Licensee provides assistance in the following matters:
I) For those services listed under Professional Services, CarteGraph personnel wilI conduct information
gathering and evaluation sessions with various Licensee users and management. While CarteGraph respects
the time and workload of Licensee staff, dedicated time on the part of the appropriate Licensee resources is
necessary to complete these exercises.
2) The installation process requires tbe periodic assistance of Licensee personnel and suitable access to hardware
and systems (e:g., security clearance). Licensee is encouraged to supervise the installation process while
systems are accessible to CarteGraph. It is assumed all hardware, both Personal Computers and Network and
Database servers, will be installed and operating in a manner that delivery and execution of CarteGraph
Professional Services wilI not be impeded.
3) Licensee understands tbat the successful performance of Professional Services depends upon Licensee fulfilling
its responsibilities. The Project assumes that Licensee will provide all personnel required to achieve a
successful implementation.
4) Licensee shall install and network its own hardware and communications and this will not affect the timing or
the delivery of CarteGraph services.
5) Licensee wilI provide Internet access and IT staff support as required.
6) The most critical element in the successful completion of any engagement of this nature is the personnel
assigned to carry out the responsibilities.
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City of Carmel, Indiana
June 16, 2006
Project Investment
Licensee will compensate CarteGraph for the Software Products, Professional Services, and Expenses provided
pursuant to this Agreement in the amount listed below,
SOFTWARE LICE:-;SI:-;G A:-;O SERVICES PROVIDED
First Year
SOFTWARE PRODUCTS: Concurrent Purchase Annual
(Licensed for use with Microsoft MSDE database) Licenses Type License
Carte-Lite 3 Pack Subscription 3 Subscription $4,700,00
Includes usage of any 3 Cartegraph View or
Direclor modules I
Includes 20 Hours oflmplementation Assislance
(Web Based)
PROFESSIONAL SERVICES: Units Unit Type
Implementation Service Onsile 3 Days $4,350.00
Implementation Service Internet 4 Session $2,000,00
TOTAL BASE PROJECT COST $11,050.00
Future years' Annual Subscription Budget Amount is estimated to be $1,800.00,
Additional Services: In the evenl il becomes apparent to CarteGraph that service efforts detailed in the Agreement
will be exceeded due to any changes in the scope of services required, CarteGraph will notify Licensee prior to
exceeding the approved efforts. CarteGraph will also provide such additional professional services, including
consultation services, customization, data conversion, integration services and training sessions, as may be requested
by Licensee. In either evem, such services shall require advanced written quotation from CarteGraph and approval
from Licensee. Additional Services are available to Licensee at the rate of $175 per hour for remote services.
CarteGraph's onsite service rate is $1,450 per day plus travel expenses. All onsite services require a two-day
minimum.
Payment Terms and Conditions
In consideration for the Services and Products provided by CarteGraph to Licensee, Licensee agrees to pay
CarteGraph Software Costs and Professional Service Fees in U.S, Dollars as described below:
Delivery, Invoicing, Expenses & Payment Terms
I) Delivery: Software Licenses shall be issued and Platinum Maintenance services will begin upon acceptance of
this Agreement. Implementation and Professional Services will be scheduled and delivered upon your
acceptance of this Agreement, whi~h will be considered as your notification to proceed.
2) Invoicing: Invoicing for any given Software License shall occur upon delivery. Invoicing occurs monthly for
Professional Services as they are incurred on the project. Interim billings on fixed fee costs will be invoiced as
incurred.
3) Expenses: In providing the services included in this agreement, CarteGraph shall be reimbursed for any
reasonable out-of-pocket costs, including, but not limited to, travel, lodging, and meals. Out-of-pocket expenses
are billed based on actual costs incurred and are due separately.
4) Payment Terms: All payments are due Net 35 days from date of invoice.
I CarteGraph Concurrent User Licensing provides access to the CarteGraph Software Products as listed. Each user
to the system uses one license for each Software Product that is active on the desktop.
WORKdirector
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City of Carmel, Indiana
June 16, 2006
General Terms
This Agreement takes precedence over all attachments and the electronic license located on the CarteGraph
software CD in the event of conflicting terms and conditions.
I) CarteGraph's liability for its failure to perform under this Agreement shall be limited to the fee paid under this
Agreement. Neither party may bring any action arising out of this Agreement, regardless of fonn, more than one
year after the cause of the action has occurred, except that an action for non-payment may be brought at any
time.
2) The terms and conditions of any and all Exhibits and Attachments to this Agreement are incorporated herein by
this reference and shall constitute part of this Agreement as if fully set forth herein. Article and Section
headings used herein are for reference purposes only and shall not be deemed a part of this Agreement. This
Agreement, together with all Exhibits and Attachments hereto, constitute the entire Agreement between the
parties and supersedes all previous Agreements including promises and representations, whether \vritten or oral,
between the parties with respect to the subject matter hereof.
3) Subscriotion License: You may install, use, access, display, run or otherwise interact with ("Run") one copy of
the Software Product on a single computer, workstation, tenninal or other digital electronic device
("Computer").
a) You may also install the license server software on a network server, used to concurrently Run the
Software Product on your other Computers over an internal network; however, you must acquire a license
for each Computer on which the Software Product is concurrently Run.
b) As part of this subscription, Licensee receives a License as described within the Agreement. CarteGraph
will provide updates to the Software, such as correction of "bugs" and certain limited improvements to
existing functionality of the Software as CarteGraph may choose to provide. The subscription does not
include the right to receive any new product releases by CarteGraph. CarteGraph will in its own
discretion determine whether and on what terms any new product release will be made available to existing
Licensees.
c) If you accept this Agreement and purchase this subscription, you are authorizing CarteGraph to invoice
you per the Payment Terms on the attached Agreement. If for any reason any of our charges for these fees
are rejected or refused, this Agreement and your subscription and license to Use the Software will
automatically terminate without notice.
d) THIS SUBSCRIPTION CANNOT BE CANCELLED. ONCE ACCEPTED, IT WILL BE BINDING FOR
THE ENTIRE TER.cYl OF AGREEMENT, PROVIDED THAT if this Agreement is terminated by
CarteGraph, CarteGraph will not pro-rate or refund any fees paid for tlle month in which termination
occurred.
e) CarteGraph may terminate the subscription and Software License immediately without prior notice for
Licensee failure to comply with any terms of this Agreement, including Software License terms.
Immediately upon termination, Customer will no longer have any right to Use the Software and shall de-
install the Software from Customer's computer system.
f) Licensee may not assign or ttansfer this Agreement. Any such attempted assignment or transfer will be null
and void. CarteGraph may terminate this Agreement in the event of any such attempted assignment or
transfer.
g) At the end of the Term of Agreement and thereafter until cancelled by Licensee, the Subscription will
continue on an annual basis at the then prevailing rates established by CarteGraph which may differ ftom
those described herein but such Subscription will remain subject to all other terms of this Agreement.
h) All rights not expressly granted are reserved by CarteGraph.
4) Licensee Mav:
a) Make no more than two (2) copies as reasonably necessary for archival and back-up purposes. All
trademark, copyright and proprietary rights notices must be faithfully reproduced by Licensee and included
on such authorized copies.
b) Modify or merge the Software Product with other software, with the understanding that any modifications,
however extensive, shall not diminish CarteGraphts title or interest in the Software Product.
c) Make a reasonable number of copies of the documentation, which shall be limited solely for the Licensee's
internal use provided all copyright and proprietary notices are reproduced.
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City of Carmel, Indiana
June 16,2006
5) License Exclusions: Except as expressly authorized herein, Licensee shall not:
a) Reverse engineer, decompile or disassemble the Software Product or create any derivative work based on
or derived from the Software Product. This Agreement does not entitle the Licensee to any binary source
codes, source materials or other CarteGraph confidential information.
b) Distribute, disclose, market, rent, lease or transfer to any third party for any purpose any portion of the
Software Product, or use the Software Product in any service bureaus arrangement or third party training.
c) Transfer the Software Product to a different database platform without the prior wrinen consent of
CarteGraph (such consent shall not be unreasonably withheld) and payment of any additional fees that may
be due.
6) Copyright: All title and copyrights in and to the Software Product, the accompanying printed materials, and any
copies of the Software Product are owned by CarteGraph. All title and intellectual property rights in and to the
content that may be accessed through use ofthe Software Product is the property of the respective content
owner and may be protected by applicable copyright or other intellectual property laws and treaties. This
Agreement grants you no rights to use such content. No license, right, or interest in any CarteGraph trademark,
trade name, or service mark is granted hereunder.
7) Title: CarteGraph retains title to all portions of the Software Product and any copies thereof.
8) Proprietarv Information: Title to the physical media for the Software Product vests in Licensee upon delivery.
CarteGraph represents that the Software Product contains valuable proprietary information. Licensee shall
not, except and to such extent as may be required by law, disclose the Software Product to anyone other than its
employees without the express prior wrinen consent of CarteGraph. Licensee shall affix to each full or partial
copy of the Software Product made by Licensee, all copyright and proprietary information notices as affixed to
the original.
9) Proprietary Notices: The Software Product is proprietary and protected by copyright, patent, trademark, and/or
trade secret law. All proprietary notices incorporated in or fixed to the Software Product shall be duplicated by
Licensee on all copies or extracts thereof and shall not be altered, removed or obliterated.
10) Export Control: Licensee shall not transfer, directly or indirectly, any restricted Software Product or technical
data received from CarteGraph, or the direct product of such data, to any destination subject to export
restrictions under U.S. law, unless prior wrinen authorization has been obtained from the appropriate U.S.
agency.
11) Limited Warranty: CarteGraph warrants that, for a period of ninety (90) days after receipt by Licensee of the
Software Product (the "Warranty Period"), the media on which the Software Product is delivered will be free of
defects in material and workmanship under normal use. Licensee's sole remedy in theevent of defect wi11 be
replacement of the Defective Software Product media.
12) Limitation Of Liability: Except for damages resulting from bodily injury or patent or copyright inftingement,
each party's total liability to the other for damages under this Agreement shall not exceed the total amount of
this Agreement. Liability arising out of bodily injury, contract, breach of warranty, or claims by third parties or
otherwise, shall not in any event exceed the limits of CarteGraph's commercial general liability insurance
coverage with a limit of $1 ,000,000 per occurrence and a $2,000,000 aggregate limit, business auto liability
insurance with a limit of $1 ,000,000. Neither party shall be liable to the other for any loss of profits, loss or
inaccuracy of data, or for any special, incidental or consequential damages (including without limitation the cost
of any substitute procurement) arising from this Agreement, even if such party had been advised of the
possibility thereof. No action, regardless of form, arising oul ofthis Agreement may be brought by either party
more than four years after the cause of the action has occurred.
13) Disclaimer of Warranties: CarteGraph makes no warranty, representation or promise not expressly set forth in'
this Agreement. CarteGraph disclaims and excludes any and all implied warranties of merchantability, fitness
for a particular purpose.
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City of Carmel, Indiana
June 16, 2006
14) Insurance: CarteGraph carries commercial general liability insurance with a limit of $1 ,000,000 per
occurrence and a $2,000,000 aggregate limit, business auto liability insurance with a limit ofSI,OOO,OOO and
workers compensation insurance with statutory coverage. CarteGraph agrees to hold harmless and defend
Customer and its agents, officials and employees from bodily injury and property damage claims related to or
caused by the sole negligence of Carte Graph employees or subcontractors. To demonstrate this responsibility,
CarteGraph shall furnish Customer with certification of valid commercial general liability insurance, indicating
limits of $1,000,000 for each occurrence with an aggregate limit ofS2,OOO,OOO, business auto liability with a
limit ofSl,OOO,OOO, and statutory workers compensation insurance. CarteGraph shall furnish Customer a
certificate of insurance, indicating that the Customer is an additional insured under the commercial general
liability policy.
15) Relationship of the Parties: CarteGraph and Licensee are independent of each other. This Agreement does not
and is not intended to create in any way or manner or for any purpose an employee/employer relationship or a
principal-agent relationship. Neither party is authorized to enter into agreements for or on behalf of the other, to
create any obligation or responsibility, express or implied, for or on behalf of the other, to accept payment of
any obligation due or owed the other, or to accept service of process for the other. CarteGraph is an
independent contractor, customarily engaged in the performance of similar services for other parties.
16) Severabilitv: The terms and conditions ofthis Agreement are severable. Ifany term or condition of this
Agreement or the application thereof to any person or circumstances is held invalid, this invalidity shall not
affect the other terms, conditions or applications which can be given effect without the invalid term, condition
or application.
17) Transfer of Agreement: CarteGraph shall not transfer or assign any of its rights or obligations under the
agreement to any other party without the prior written consent of Licensee, which consent may not be
unreasonably withheld. Carmel may transfer its rights under this Agreement at any time. .
18) Termination: Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to
the other party. In the event of such termination, CarteGraph shall be entitled to receive only payment for the
undisputed invoice amount of conforming Services delivered and Expenses incurred in providing those Services
as of the date of termination and for Software Licensing fees for the term in which termination occurred.
CarteGraph will not refund any fees paid by Licensee."
19) Notices: All notices or communications required or permitted as a part of this agreement shall be in "'titing and
shall be delivered at the address set forth in this Agreement.
20) Attomev's FeeslLegal Proceedings: This conttact shall be construed in accordance with the laws ofthe State of
Iowa. Venue for any legal proceedings shall be in Dubuque County, Iowa.
All undelivered Professional Services shall expire 365 days from the signing of this Agreement.
The parties, each acting under due and proper authority, have executed this Agreement as of the day, month and year
written below:
CITY OF CARMEL
3400 West 131" St.
Westfield, Indiana 46074
B)" (2zt&~h,L
gnature
Date]:
Please
Print
Name
Title
CARTEGRAPH SYSTEMS, INC.
3600 Digital Drive
Dubuque, Iowa 52003
By ~lJJ.JKA
Mark Weber, CFO
Datel: ~lvrC5\.p
,
] For this Agreement to be effective and binding Customer and CarteGraph must authorize this Agreement within
ten (10) business days of each other.
(0604005
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y the Board of Public Works and Safety of the City of Carmel, Indiana, this ~ day of _
,2006.
ames Brainard, Presiding Officer
Date: . -S- 06
1/os-IDCo
I (
City of Carmel, Indiana
Attachment A: CarteGraph Insurance Certificate
June 16, 2006
Insurance Certificate issued by:
Friedman Insurance
202 Fischer Bldg.
PO Box 759
Dubuque Iowa 52003
(319) 556-0272
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