HomeMy WebLinkAboutItem #02 Approval of C2Logix Route Optimization Solutions for Sanitation Routing Serviceslka
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AGENDA ITEM COVER SHEET
Meeting Date
Item #
Contact Name: Stephen C. Krug
Contact Number: 6002
Auaust 6. 2013
Reviewed By:
Department Director:
City Manager: ,
Subject: C2Logix Route Optimization Solutions for Sanitation Routing Services.
Background Summary:
The 2011 -2012 City Sanitation Division budget included the purchase of a GPS tracking system for the
Sanitation trucks and the development of optimized collection routes within the City. In March 2012,
Sanitation purchased Zonar hand held GPS tracking units for the trucks which allowed Public Works to
track where the trucks had traveled and when, along with when the collection arm was extended. The
Zonar units also allow the truck pre -trip inspection to be completed digitally, saving paper and producing
a data base for the safety inspections carried out. The efficiencies gained by implementing the GPS
tracking units have been maximized with the next step to optimize the collection routes.
Sanitation is at a point in our improvement process to apply route optimization. Route optimization
involves utilizing a service to develop collection routes within the City based on current demand and
future growth. The routing analysis will take into account the complexity of our existing collection
program, the nature of the vehicles, age of our fleet, service days and create optimized travel paths to
reduce the time and cost to provide sanitation services.
Public Works investigated firms specializing in routing services for the 2011 -12 budget and found few
firms possessed the capability to create routes for residential collection with more than 500 way points or
stops. Our five (5) daily collection routes currently average 750 stops each with the anticipation of easily
hitting 1,000 stops as the City continues to expand. Public Works also met in 2011 with the Orlando
Utilities Commission (OUC) which had completed a Request For Proposals (RFP) for similar routing
services. After discussing the merits of the respondents and meeting with capable firms, C2Logix —
Route Optimization Solutions (C2Logix) provided the best fit for the City with the ability to integrate our
existing GIS system into their programming and seamlessly load designed routes into the Zonar devices
in the trucks. C2Logix is also the same firm which OUC awarded their RFP for similar services. C2Logix
provided pricing to the City in 2011 which was incorporated into the 2011 -12 budget.
Sanitation is now ready to proceed with implementing route optimization and has again researched the
available firms capable of providing said service. C2Logix remains the stand out firm to meet the City's
needs along with a proven track record with OUC. C2Logix is willing to honor the 2011 price proposal of
$39,700.00. This price provides optimized draft routes incorporating "Option B" giving the City the
capability to manipulate and modify the routes.
Public Works recommends awarding the Sanitation route optimization to C21-ogix based on the OUC
RFP 30060Q. The routing service is not a direct unit cost service which lends itself to the piggy- backing
process and as such Public Works is requesting the Commission waive the competitive bidding process
based on the due diligence exercised by Public Works.
Issue:
Request the City Commission to approve Sanitation routing optimization services with C21-ogix — Route
Optimization Solutions.
Recommendations
Recommend approval to issue a purchase order to C21-ogix — Route Optimization Solutions to develop
and provide route optimization services for the Sanitation Division per the attached proposal, for a not to
exceed amount of $39,700.00.
Attachments:
C2Logix Proposal dated June 6, 2013.
Orlando Utilities Commission RFP 30060Q Agreement.
Financial Impact:
The funding for the route optimization service is adequately covered in the Public Works Department
Sanitation Division capital budget.
Type of Item: (please mark with an z')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
x Commission Approval
Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by ( )
N/A
N/A
N/A
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route optimization SdutionS
June 6 2013
Bill Simmons
Operations Manager
City of Ocoee
301 Maguire Rd.
Ocoee, FL 34761
Dear Bill:
C2Logix is pleased to submit this proposal to City of Ocoee to engage our Service
Bureau to develop new collection routes utilizing FleetRouteTM software. Our proposal
details:
Engaging C2Logix to develop draft routes, as described in Exhibit 1, using our
Service Bureau, and
Under Option A, City of Ocoee foregoes the cost of purchasing and learning the
software, which is typically best suited for organization with infrequent routing needs.
Option B uses C2Logix's expertise in setting up the data in FleetRouteTm and providing
hands -on training /workshop, which enables you to conduct the routing in- house.
FleetRouteTM - Cutting Edge Route Optimization Software Technology
Depending upon the complexity of the existing collection program, FleetRouteTM can
save clients 10 to 25 percent on annual collection operating expenses. The amount of
this savings is also, in part, determined by the nature of the vehicles, age of the fleet,
truck body size, etc. This savings is primarily accomplished through: balancing of route
times, service days, and districts; optimization of travel paths; and reduction of time and
cost associated with updating routes and rerouting.
C2Logix: Unique Blend of Route Optimization & Solid Waste Expertise
FleetRouteTM provides the most superior routes, maps and reports specifically for the
needs of the waste industry, but C2Logix provides more than just software. C2Logix's
team of routing and collection consultants provides a unique blend of Information
Technology and Solid Waste Management expertise that will prove invaluable when
implementing the route optimization system. Our combination of industry know -how and
a sophisticated technology provides a turn -key routing solution like no other. We know
that routing projects, whether computer- assisted or manual, are re- engineering projects
that closely impact your operations and staff. Knowledge of the industry, waste
operations management experience, and the most advanced routing technology
available to the waste industry make our FleetRouteTM projects successful.
Reasons to Select FleetRoute
C2Logix -- Route Optimization Solutions
8550 Arlington Blvd. Suite 304/320, Fairfax, Virginia, 22031, USA
Tel 1- 703 - 698 -5001; Fax:1- 703 - 698 -1306, Email info @C2Logix.com
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route optimization solutions
FleetRouteTM is the only software available that has solved some of the most
problematic issues with waste routing. FleetRouteTm has solved some of the biggest
problems with computer- assisted waste industry routing. To our knowledge, there is no
other product that has accomplished this.
The significant problems solved are:
• To reduce travel time and distance, the software has the ability to optimize the
routes in regard to the location of existing facilities by optionally selecting for
assignment the closest depots or disposal facilities to each route.
• To reduce travel time and distance and more evenly distribute the weight
between each disposal facility trip, the software has the ability to minimize travel
time and distance to and from facilities by choosing the optimal point(s) in the
route to dump. For multiple dump trip routes, instead of waiting for the truck to be
full, optionally find closer departure points in the route from which to dump.
• To make routes that accommodate individual specifications for each collection
vehicle, the software has the ability to individually optimize and /or balance route
times while taking into consideration the unique variables for individual collection
vehicles.
• In order to make routes that uniquely specify variables for each street, the
software has the ability to individually optimize and /or balance route times while
taking into consideration the unique variables for individual street segments.
• To restrict collection vehicles from servicing around a school or hospital during
certain times, the software has the ability to accommodate time - restricted
collection within any geographic area defined by the user.
• To avoid servicing streets during rush hour or when parking is allowed, the
software has the ability to accommodate street or side of street collection by time
of day.
• To make routes for all types of collection vehicles, the software has the ability to
run path route optimization for all types of collection vehicles, i.e., manual, semi -
automated, automated, knuckle -boom or other types of waste collection vehicles.
• To make routes that closely mimic reality, the software has the ability to calculate
truck fullness based on customers (stops) with individually unique quantities of
waste or recyclables per customer.
• In order to assign drivers to areas that they are familiar with or create new routes
in the same general area as existing routes, the software has the ability to
position (drag- and -drop) individual collection vehicles to the area for which the
vehicle should be utilized, before the system creates the routes.
• To control the amount of u -turns on routes, FleetRouteTm has a unique
functionality to limiting u -turns by street classification, e.g., only allowing u -turns
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on local roads or not at all. This is a critical functionality for waste routing,
because large trucks have maneuvering problems and safety issues. Turn
preferences can be set for all types of turns: straight - throughs, u- turns, dead -end
u- turns, right turns, and left turns.
• The software has the ability to specify desired right and left turns preferences to
accommodate restrictions or safety concerns.
• To keep subdivisions intact and use natural boundaries, such as highways, the
proprietary "Neighborhood Routing" functionality was exclusively designed for
waste industry routing to provide routes that need less modification after
implementation. Neighborhood Routing prevents routes that criss -cross over
highways and create safety hazards and inefficiencies, such as what happens in
more generic routing software applications that were developed for newspaper
and postal deliveries.
■ FleetRouteT""'s proprietary Customer Command Center allows for the geocoding
of customers and the manual assignment of customers to their appropriate
service street. Because the geocoded street may not be the service street, in the
case of alley collection or customers on a corner, the Customer Command
Center provides a simple tool (via point- and - click) for re- assigning customers to
their appropriate service street and editing any of the customers' attributes.
■ FleetRouteTm has proprietary transportation attribute editing tools for assigning
street classification, designating one -ways and the street data, including its
geography, nodes, and attributes may be fully edited in FleetRouteTM In
addition, FleetRouteTm has a variety of customizable functions for using GIS
Land Parcel Data for routing, instead of geocoding a list of addresses.
Implementation
C2Logix Service Bureau
The C2Logix Service Bureau option offers the advantages of the FleetRouteTm Team
taking full responsibility for getting City of Ocoee's draft routes created in a timely and
cost - efficient manner, utilizing input from your personnel to tailor the routes to your
requirements.
Prior to commencing the project, City of Ocoee will be required to sign off on the
completed FleetRouteTM Project Specifications Form. This Form details your
requirements for the route design to ensure the routes meet all operational
specifications and that all outputs are clearly defined. The FleetRouteTM team has
standardized its service bureau approach during its extensive experience with assisting
other collections operations. The approach ensures that your organization and C2Logix
clearly understand and agree on the parameters and outputs from the project and that
these meet your requirements.
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Tasks and Deliverables
This section provides an overview of the project tasks and deliverables that form the
basis for the pricing of the Service Bureau Option. Changes in these items are possible
prior to routing. However, changes may result in a modification in the price proposed.
Project Tasks
1. Project Kick -off Meeting and Scope Route Specifications — The Project Manager
will conduct a conference call (or optional in- person meeting) with City of Ocoee to
review the project and route design specifications.
2. Set up Data in FleetRouteTM - C2Logix will purchase commercial street centerline
data from a third -party vendor (Navteq) on behalf of City of Ocoee and set up the
data into the FleetRouteTM format. If such street data is provided by you, C2Logix
will need to review it to determine if it adheres to FleetRoute TM 's needs for use in
transportation logistics and routing. If it does, purchase of street centerline data from
a third party vendor will not be necessary.
As available, you will provide historical customer records of service levels and set -
out weights. City of Ocoee will provide (at one time) its customer data to be set up
into the FleetRouteTM format. Customer data must include collection days, number
of units, size of units, and special collection requirements, as /if relevant. Route and
facility specifications will be set up in FleetRouteT"", such as the maximum weight
capacity for each vehicle, wait times at disposal facilities and other information to be
defined by C2Logix. The FleetRouteTm Data Validator will be run to verify the correct
set up of the data in FleetRouteT"". If the data that is provided by City of Ocoee is
not complete, additional budget may be required by C2Logix to complete the data
set up.
3. Street Network Build and Optimization — C2Logix will programmatically verify
street network connectivity. Minor adjustments necessary to the street network will
be performed by C2Logix. Additionally, C2Logix makes no warranty to the accuracy
of street centerline data that is purchased from third -party vendors.
a. Note: It is anticipated that no customer collections will be via alleys for this
project and therefore will not be routed as such.
4. Pinpointing Customers on the Electronic Map (geocoding) — C2Logix will
geocode /address -match the customers to the GIS Land Parcel Data. If the GIS
Land Parcel Data are not available and the customers must be geocoded to the
street centerline data, this process may require additional budget. C2Logix will
programmatically repair missed address matches. Those that cannot be
programmatically repaired must be field verified by City of Ocoee. Examples of
reasons for bad geocodes are misspellings in the customer address or new streets
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that are not in the street map data. The number of bad geocodes depends upon the
quality of the customer data and whether the land parcel data is made available.
With the land parcel data, we would expect a miss rate of 0 % -2 %. With only
geocoding to the street centerline data, we would anticipate a miss rate of 1 % -5 %.
The time it takes to fix missed geocodes is approximately 200 -500 fixes per day.
Thus, if we have a miss rate of 5% for 5,000 customers, it will take roughly one day
to fix the 250 errors.
5. Draft Routes — City of Ocoee will approve the route design guidelines and
specifications in finalizing the Project Specifications Form, to be provided by
C2Logix prior to the development of draft routes. Draft routes will be provided as
route overview maps, travel path maps, travel direction reports and route statistics
summaries electronic format (pdf files) and hard copies (optional). As an option, the
Project Manager will come to your office for two days to review the route design
specifications and the routing process with management and to conduct in -field
reviews of the problematic collection areas.
a. Review of Initial Draft Routes (subset of customers) — A first set of 3 -5
drafted routes will be provided for City of Ocoee's review and comment. You
will provide feedback and comments on those routes as soon as possible, as
the delay in returning those routes will proportionally delay the deliverable of
all the draft routes. Comments may include, but not be limited to, customer
and street data inaccuracies that are noticed, issues with the travel paths or
other route design preferences, or suggested improvements on the maps or
other outputs. An example of such comments would be, "on our printer the
grey color is not discernable from the yellow" or "the text size is too small."
b. Map Outputs - Provided below is a list of the C2Logix's deliverables to be
provided in electronic format (.pdf files) with the submission of draft routes. As
an option, C2Logix can provide hard copies:
i. Travel Direction Reports For Each Route
ii. Travel Path Maps For Each Route
iii. Individual Route Overview Maps For Each Route
6. Route Finalization — It is common to have some limited changes in the draft routes
during and after implementation. Changes may include corrections due to street and
customer data inaccuracies. Other changes may be due to an individual driver
preferring an element of the travel path to meet his /her preferences or an issue with
a part of the travel path not being optimal due to in -field situations (e.g., heavy traffic
patterns). Variables in the travel path algorithm are set to create usable paths for
large garbage collection trucks, such as avoiding u -turns on major roads and
maximizing right turns and straight throughs. However, in some cases, the opposite
of these travel path "policies" would be preferred (e.g., doing a u -turn instead of
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looping around the block). FleetRoute's travel paths are by far the best in the
residential waste collection routing software industry, but the realities in the field will
often provide ways to improve upon them. Changes to the routes do not necessarily
need to be integrated back into FleetRouteTm and the maps and reports being
reproduced. Because the number of potential changes is unknown and that the
changes may not require adjustments to the route maps and reports, C21-ogix does
not typically include a budget for making these preferential changes to the travel
paths. Using FleetRouteTm Lite and limited training by C21-ogix, such changes, if
any, may be conducted by City of Ocoee.
C21-ogix stands by the quality of its work. If C21-ogix's draft routes have any errors or
omissions not related to data problems or travel path preferences, such as maps
mistakenly not showing the correct route or the data misrepresented, C21-ogix will make
these corrections under this project's budget. Any such errors or omissions need to be
provided to C21-ogix within thirty (30) days of submitting the draft routes.
n,ziivPrahlac
The draft routes will include the following file sets: Travel Direction Reports, Travel Path
Maps, and Route Overview Maps. All deliverables will be in electronic format. Maps and
reports will be provided in PDF format. Other file formats can be accommodated, potentially
at an additional cost. As an option, C21-ogix can provide hard copies priced per the Rates in
Exhibit 4 below.
Price Quotation
Exhibit 1 — Service Bureau Price Matrix
Item
Cost
• Kick -off meeting, data and route parameters setup
$9,000
• Development of draft routes for 5 (if possible)
refuse routes and 2 recycling routes
$14,200
• Route Consolidation Study (Feasibility of reduction
in the number of routes
$3,200
• Training and site visit 1 day)
$1,500
• Travel expenses for training and site visit
As incurred (Not to Exceed
$3000.00
• Contract administration
$300
• Printing, courier, long distance phone, and other
expenses
$500
TOTAL
$28,700 + Travel (Not to
Exceed $3000.00
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route opti01izati0n solutions
Additional optional items: Cost
• Navteq Street Centerline data, annual license:
$3,300
(necessary if City of Ocoee does not have such
data, meeting FleetRouteTM's requirements, price
based on $75 per truck with 10 truck minimum
• FleetRouteTm Lite Fleetroute lite is a version of
$8000
FleetRouteTM that will allow the user to manipulate
and modify existing routes but does not have the
ability to create new routes.
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Exhibit 4— C2LOGIx 2010
COMPE NSATION RA TE AND FEE SCHEDULE 2
POSITION ($ PER HOUR)
President 190.00
Programmer /Route Optimization Consultant 155.00
Contract Administrator 100.00
Administrative Assistant 60.00
EXPENSES
CHARGE
Personal Car /Company Car
$0.585 per mile
Local Travel Expenses (tolls, parking)
As Incurred
Room and Board
As Incurred
Airfare
Coach Class, Discount
Car Rental
Discount Rate
Black and White Duplicating /Printing
$0.25 per Copy
Color Duplicating /Printing
$0.75 per Copy
Online E- meeting Charges
$20.00 Per Session
Facsimile Communications Outbound
$1.00 per page
Long Distance Telephone
As Incurred
Graphics and Art
As Incurred
Messenger and Delivery Service
As Incurred
Street Centerline Map Data
As Incurred
Prices provided in this C2Logix quote remain valid for sixty (60) days after the
submission date of proposal. For the pricing indicated, and due to C2Logix's
commitments under software licensing agreements, payment must be made on the
following schedules:
Service Bureau Option: 50% of total estimated C2Logix Service Bureau price at signing
of agreement; 40% within 30 days of signing agreement and prior to delivery of any
routing maps; and final payment of 10% due 10 days after delivery of draft routes.
Software License Option: 40% at signing of agreement or immediately due upon
delivery of a Purchase Order, additional 55% within 30 days of signing of agreement
and prior to activating the FleetRouteTM license and pre- conductance of training; and
final payment of 5% due ten (10) days after field training.
Rates valid through December 31, 2013.
2 For payments not received within 30 days of invoicing date, carrying charge of 1% per month will be
applied.
3 A fee of 10% is applied to all expenses, including subcontractors..
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City of Ocoee would be expected to provide the following data in order to allow C2Logix
to prepare the data for routing with FleetRouteT"'.
• Customer Address Data: Customer address database. This database will be
geocoded (address matched) to the street shapefiles.
• Customer Service Data: Customer historical service data for set -out weights
• Facility/Vehicle Data: Vehicle, Route and Facility Information
C2Logix is enthusiastic about the opportunity to assist City of Ocoee in implementing
FleetRouteT"". You will see the value in our expertise and advanced technology in the
improved productivity of your collection operations and the reduction in resources
consumed.
We would be happy to discuss further our approach, the integration of the routing
software to your collection operation, and address any questions you may have in this
regard. Please do not hesitate to contact us if you need additional information.
Sincerely,
C2Logix
Tony Esposito
President
Agreement to Contract and Scope of Supply
If this quotation is acceptable to you, please either provide a Purchase Order or sign
below and submit this with your initial payment due as detailed above.
See attached signature page
Bill Simmons
Date
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CITY OF OCOEE SIGNATURE PAGE
APPROVED:
ATTEST: CITY OF OCOEE, FLORIDA
Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor
(SEAL)
DATE:
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA
APPROVED AS TO FORM AND LEGALITY
on this day of , 20_.
SHUFFIELD, LOWMAN & WILSON P.A.
IN
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
20
UNDER AGENDA ITEM NO.
Scott Cookson, City Attorney
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RFP 3006 OQ - C2Logix, Inc
SOFTWARE LICENSE AGREEMENT
This Master Software License Agreement ( "Agreement ") is made as of June 14,
2011 by and between the Orlando Utilities Commission including its Divisions,
Affiliates & Subsidiaries ( "OUC "), located at 100 W. Anderson Street, Orlando,
Florida 32801 and C2Logix, Inc. located at 8550 Arlington Blvd. Suite 304/320,
Fairfax, Virginia 22031 a Delaware Corporation, (hereinafter referred to as
"Licensor ").
Licensor is in the business of developing, licensing and maintaining computer
software; OUC desires to license a computer software package developed by
Licensor, and have such package maintained by Licensor as well. OUC and
Licensor hereby agree as follows:
ARTICLE I
SOFTWARE AND LICENSE
1.1 Software As used herein, "Software" means the computer programs
identified in the applicable Schedule A attached hereto ( "Schedule A "), in source
code, object code or binary form or in any other form, including any related or
included computer programs, whether owned by Licensor or licensed to Licensor
by a third party which has authorized Licensor to sublicense such computer
programs, and including any documentation or related materials concerning the
application, use, training of users, theory of operation, maintenance or any other
aspect of the Software.
1.2 License In consideration of the license fee specified in the applicable
Schedule A ( "License Fee "), Licensor grants to OUC a perpetual nonexclusive
right to use the Software described in the applicable Schedule A.
ARTICLE II
SOFTWARE USE
2.1 Scope of Use The Software may be used throughout OUC's enterprise
as described on Schedule A. OUC (including its Divisions, Affiliates &
Subsidiaries) may use the Software to process their own data and data received
from or transmitted to their suppliers, dealers and customers in connection with
the businesses of OUC, as long as they do not provide data processing services
to any unrelated third party.
2.2 Other Systems If Licensor has or at any time in the future enables the
Software, or any portion thereof, to run on other types of CPUs or operating
systems than that presently used by OUC, Licensor hereby grants to OUC a
license to use and the right to obtain a copy of the Software on such CPU(s) or
operating system(s) at no additional cost or license fee.
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2.3 Additional Copies of Software OUC shall have the right to make back up
copies and to obtain replacement copies of the Software at no charge (except for
the cost of the media and any shipping), if its copy of the Software is damaged or
destroyed for any reason.
2.4 Backup and Disaster Uses OUC may use a back up copy of the Software
for general testing purposes. In emergency situations and for disaster testing,
OUC may use the Software in off -site or backup computer facilities (which may
be owned or operated by others) for the duration of the emergency or disaster.
2.5 Noninterference OUC shall be entitled to use the Software without
interference or disturbance, subject only to its obligation to comply with the terms
of this Agreement. Licensor represents that this Agreement is not subject or
subordinate to any right of Licensor's creditors or of any other person claiming by
or through Licensor.
ARTICLE III
DELIVERY AND ACCEPTANCE
3.1 Delivery and Installation The Software shall be delivered to the
installation site and by the date specified on the applicable Schedule A. Unless
otherwise stated in Schedule A, Licensor shall perform all installation services as
required by OUC.
3.2 Acceptance Following successful installation and sufficient testing of the
Software by Licensor and OUC to demonstrate that the Software is performing
properly, OUC shall provide Licensor with written notice of acceptance of the
Software ( "Acceptance "). If OUC is to install the Software, OUC shall have a
maximum of fifteen (15) working days after the date of delivery to install and test
the Software.
ARTICLE IV
PAYMENT OF FEES
4.1 Payment Upon Acceptance, OUC will be invoiced for any portion of the
License Fee specified in the applicable Schedule A as being due upon signature
of this Agreement, upon delivery or upon Acceptance. Payment of all invoices
will be made on a net 30 day basis.
4.2 Receipt of Agreement Notwithstanding the foregoing, OUC will not pay
any invoice from Licensor until OUC has received a fully executed original of this
Agreement.
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ARTICLE V
PROPRIETARY INFORMATION
5.1 Confidentiality In connection with this Agreement, Licensor may from
time to time have access to confidential and proprietary information ( "Proprietary
Information ") of OUC, or of third parties who have licensed the information to
OUC under an obligation of confidentiality. Licensor acknowledges that the
disclosure to third parties or use by Licensor or third parties of such information
will damage OUC. Except for any use by Licensor necessary for the
performance of Licensor's obligations hereunder, Licensor agrees to keep all
such Proprietary Information in strict confidence, and further agrees not to
disclose, use, publish, transfer, copy or otherwise make available any portion of
the Proprietary Information to any person without OUC's prior written approval.
5.2 Procedures Licensor agrees to keep any and all Proprietary Information
in its possession in a secure place and to take appropriate action satisfactory to
OUC to assure continuous confidentiality. If required by OUC, all of Licensor's
employees, officers, or agents having access to OUC's Proprietary Information
(now or at any time in the future) will sign specific confidentiality agreements
incorporating the provisions herein relating to protection of OUC's Proprietary
Information.
5.3 No Publicity Licensor will not use any of OUC's Proprietary Information
and will not use OUC's name or refer to any of OUC's computer systems or
programs in any sales brochures, product demonstrations or verbal sales
presentations without OUC's prior written consent.
5.4 Software OUC acknowledges that the Software constitutes confidential
and proprietary information of Licensor, and OUC agrees to maintain the
Software in strict confidence and agrees not to disclose, use, publish, transfer,
copy or otherwise make available any portion of the Software to any third party,
except as permitted herein.
5.5 Exceptions The obligations of confidentiality set forth in this Article shall
not apply to information which (i) is already known to the recipient thereof at the
time of disclosure, (ii) is obtained by the recipient from a third party without
restriction, (iii) is in the public domain or (iv) is independently developed by the
recipient without any use of the Proprietary Information.
ARTICLE VI
TRAINING AND MAINTENANCE
6.1 Training. Vendor shall provide the training services described on
Schedule A for the training fees described on Schedule A.
6.2 Maintenance Fee The cost of Software maintenance services
( "Maintenance Services ") for the first year after Acceptance of the Software is
included in the License Fee and warranty coverage. Payment of the annual
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maintenance fee specified in Schedule A ( "Maintenance Fee ") on each
anniversary of the Acceptance of the Software shall entitle OUC to Maintenance
Services for the next year. Maintenance Fees will be invoiced by Licensor 45
days before the due date. Maintenance Fees shall not increase during the first
three (3) years of this Agreement, nor shall subsequent fees (fees applicable
after the first three (3) years) increase more than the current fee adjusted for that
year's increase in the PPI (Producer Price Index as published by the U.S. Dept.
of Labor Bureau of Labor Statistics). Licensor will provide OUC at least ninety
(90) days written notice of any proposed increase in the Maintenance Fees.
Should Licensor's notice be received less than ninety days prior to the due date,
the fee increase shall not be effective for the Maintenance Services for the next
annual period.
6.3 Maintenance Services Maintenance Services include telephone
assistance, error identification and correction, program maintenance and all
Software modifications, updates, enhancements and new releases, including any
corresponding technical documentation, all of which shall made available at no
additional charge beyond the Maintenance Fee.
6.4 Maintenance Availability Licensor guarantees that Maintenance Services
will be available for a minimum of five (5) years after the Acceptance of the
Software. OUC is not obligated to renew Maintenance Services for any period.
Should OUC elect not to renew Maintenance Services, OUC will return Licensor's
invoice with written confirmation of the decision not to renew. OUC may
terminate Maintenance Services with thirty (30) days written notice to Licensor,
and Licensor agrees to prorate and refund to OUC one - twelfth of the
Maintenance Fees paid for each full month remaining during the one -year
maintenance period. If OUC ever discontinues Maintenance Services, OUC
may reinstate these Maintenance Services from Licensor at any time.
6.5 Access for Maintenance OUC agrees to provide Licensor with
reasonable access to the Software for maintenance purposes. Licensor must
notify OUC at least one (1) week in advance of any required access, except in
response to a request for service from OUC.
ARTICLE VII
WARRANTY
7.1 Warranty Licensor warrants that the Software, at the time of acceptance
and for one (1) year thereafter, will perform in accordance with the Software's
published specifications and as represented to OUC and that the Software will be
compatible with the operating system, application programs, computing
equipment, and networks interfacing with the computer systems running the
Software. Licensor's warranty support shall include all of the Maintenance
Services specified in Article VI of this Agreement. LICENSOR SHALL NOT BE
LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING LOSS OF PROFITS, FOR BREACH OF THIS
WARRANTY.
4
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7.2 No Other Warranties THE FOREGOING WARRANTIES ARE IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE.
ARTICLE VIII
PATENT AND COPYRIGHT INDEMNIFICATION
Licensor represents that the Software does not violate or infringe on any patent,
trademark, trade secret, copyright, or other intellectual property right of any third
person. Licensor hereby agrees to indemnify, defend, and hold the OUC
harmless from any claim, suit or action, and any loss, damage, judgment, cost or
expense, including reasonable attorney's fees, which may be incurred in
connection with any claim that the Software infringes any patent, trademark,
trade secret, copyright or other intellectual property right. OUC shall give prompt
written notice of any such claim to Licensor, so that Licensor may settle or
defend such action at Licensor's sole expense, but Licensor shall not be excused
by a failure of OUC to give notice unless and then only to the extent Licensor is
prejudiced by such lack of notice. In the event an injunction is issued, or is
reasonably likely to be issued, prohibiting OUC's use of the Software, or the
Software is held to infringe the rights of any third party, Licensor shall have the
option, at Licensor's sole expense, either to procure for OUC the right to continue
using the Software or to replace or modify the Software so that it becomes non -
infringing. In the event neither of these options is possible, Licensor shall refund
all License Fees and Maintenance Fees paid by OUC.
ARTICLE IX
SOURCE CODE
9.1 Source Code OUC may obtain a copy of the complete source code to the
current version of the Software ( "Source Code ") at any time, upon payment of the
fee specified on Schedule A. If OUC has obtained a copy of the Source Code,
the Maintenance Services shall include a revised and updated copy of the
Source Code for each new revision and version of the Software.
9.2 Escrow of Source Code If OUC has not already received a copy of the
Source Code pursuant to the foregoing section, Licensor agrees to place the
Source Code in an escrow account acceptable to OUC and to continually update
this copy of the Source Code, so that it accurately represents the version and
revision of the Software being used by OUC. In the event Licensor (i) becomes
insolvent, (ii) is the subject of bankruptcy or receivership proceedings, (iii) ceases
business, (iv) is unwilling or unable to maintain the Software in accordance with
this Agreement, or (v) agrees to be acquired by or merged with another company
without OUC's prior written consent, OUC shall be given a copy of the Source
Code from the escrow account, without any cost or other obligation to OUC. In
addition, Licensor agrees to provide OUC with the most current version of the
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Source Code immediately upon request, at no additional cost, should it become
apparent that any of the above business conditions are likely to or have occurred.
ARTICLE X
TERMINATION
10.1 Termination If either party breaches a material provision of this
Agreement, the other party may give written notice of breach. If the breaching
party fails to cure the breach within thirty (30) days, this Agreement may be
terminated by the non - breaching party giving written notice of termination.
10.2 Return of Software Upon termination, the Software will be returned to
Licensor or destroyed and OUC shall supply Licensor with an affidavit certifying
such destruction.
10.3 Survival of Confidentiality The confidentiality obligations contained in
Article V shall survive termination of the Agreement for any reason.
10.4 Refund of Fees In the event a breach by Licensor leads to the
termination, OUC shall be entitled to a full refund of all License Fees and
Maintenance Fees paid by OUC. In the event a breach by OUC leads to the
termination, no refunds will be due.
ARTICLE XI
FACILITY ACCESS
Site Access Conditions
Licensor shall be granted access to the Facility under the Purchase Order, to the
extent access is required for the performance of the Services, but any such
access will be subject to the following conditions:
Licensor will be required to confine its activities to only those portions of the
Facility necessary for performance of the Services.
Licensor shall be required to take all safety measures reasonably necessary to
protect OUC, its permitees and licensees and the property of each, from injury or
damage caused by or resulting from the performance of Services. Licensor shall
follow any and all safety and security procedures established by OUC for the
Facility or Facilities where Services are being performed. To the extent
applicable, Licensor shall be provided a copy of applicable safety and security
rules and Licensor shall read and follow such rules. In the event of a security
emergency, OUC may deny Licensor access to a Facility or request that Licensor
leave the Facility.
Licensor shall be required to maintain an agreed level of insurance coverages of
the types set forth in this Article at all times during the term of the performance of
the Services.
Licensor's performance of Services shall not be permitted to interfere with the
use, occupancy or enjoyment of the Facility by OUC.
0
�L11. •�
No work or activity performed as part of the Services shall be permitted to cause
OUC to be in violation of any requirement of law nor shall Licensor or any agent,
employee or representative be permitted to violate any federal, state or local laws
while performing Services.
Licensor shall be required to perform all Services in a manner that will not
damage the Facility and Licensor shall be responsible for the cost of repairing
any such damage.
Licensor shall be required to strictly enforce with its employees, agents and
representatives OUC's rules on maintaining a drug -free workplace and none of
Licensor's employees, agents or representatives shall be permitted to use non-
prescription drugs or alcohol at any OUC Facility.
Required Insurance
The Licensor shall acquire and maintain at all times during the performance of
Services at the Facility under the Purchase Order, at the Licensor's expense and
as part of the Contract Price, a minimum of the following insurance unless
specifically agreed otherwise by OUC in its sole and exclusive discretion under
any Purchase Order:
Workers Compensation. Workers' compensation insurance at the statutory limits
of liability.
Employer's Liability. Employers' liability insurance with limits of liability of
$100,000 per accident per person.
Commercial General Liability. Commercial general liability insurance with limits
of liability of $2,000,000 combined single limit (Bodily Injury & Property Damage).
Commercial general liability Insurance shall include coverage for all the
Licensor's contractual liability under the Purchase Order.
Automobile Liability. Automobile liability insurance with limits of liability of
$1,000,000 combined single limit (Bodily Injury & Property Damage).
Certificates
Licensor shall be required upon written request from OUC, to furnish OUC with
certificates of insurance as evidence that the policies required under the
Purchase Order are in full force and effect.
Additional Insured
The Licensor's insurance shall be required to include OUC as an additional
insured with respect to the activities of the Licensor arising out of the Purchase
Order unless other arrangements acceptable to OUC's risk management are
agreed prior to the start of the Services.
3006 OQ
ARTICLE XII
MISCELLANEOUS
12.1 Disaster Recovery Assistance In the event of a disaster totally or partially
disabling OUC's computing or telecommunications capability, whether due to
natural or man made causes, Licensor agrees to use its best efforts to aid in the
prompt restoration of OUC's use of the Software, including but not limited to (i)
furnishing emergency replacements of the Software or documentation
immediately upon request via overnight delivery, (ii) the provision of Maintenance
Services on an emergency basis, and (iii) providing technical assistance to OUC
to restore usage of the Software or to recover data. OUC shall be treated at least
as favorably as Licensor's most favored customer in the event that the disaster
also affects other customers of Licensor. OUC shall reimburse Licensor for the
costs actually incurred by Licensor in providing the emergency response,
including time, materials, and shipping and transportation expenses.
12.2 Copies of Documentation OUC may make copies for its internal use all of
Licensor's manuals and other documentation concerning the application, use,
training of users, theory of operation, maintenance or any other aspect of the
Software, provided that all of Licensor's logos, trademarks and copyright notices
are reproduced in whole in original form.
12.3 Force Majeure In no event shall either party be liable to the other for any
delay or failure to perform hereunder which is caused by the other party's delay
in supplying or in failure to supply approvals, information, materials or services
called for under the terms of this Agreement, or by any other cause beyond the
control of said party.
12.4 Reserved
12.5 Most Favorable Terms All of the prices, terms, conditions, warranties,
licenses and benefits granted by Licensor herein are comparable to (or more
advantageous to OUC than) the terms being offered by Licensor to any other
present customer. If the Licensor shall, during the term of this Agreement, ever
offer more favorable terms to another customer, this Agreement shall
automatically be amended to provide the more favorable terms to OUC.
12.6 Taxes The License Fee and Maintenance Fee do not include local, state,
or federal sales, use, excise, personal property or other similar taxes or duties,
and any such taxes shall be paid by OUC, except for taxes based on the net or
gross income of Licensor.
12.7 Notices Any notice or other communication required or permitted
hereunder shall be given in writing to the other party at such party's address as
provided herein. Either party may change its address by giving notice to the
other in writing. All notices shall be effective five days after mailing postage
prepaid by certified mail (return receipt requested), or upon receipt if delivered
I3
3006 OQ
personally or sent by cable, telegram, telex, telecopier, or by a recognized air
courier service.
12.7.1 For purposes of this Agreement, all notices to OUC shall be sent to:
Orlando Utilities Comission
5971 Pershing Ave
Orlando, FI 32822
ATTN: Mark Dickey
12.7.2 For purposes of this Agreement, all notices to Licensor shall be
sent to:
C2Logix, Inc.
8550 Arlington Blvd, Suite 304
Fairfax, VA 22031
ATTN: Anthony J. Esposito
12.8 Assignment This Agreement may not be assigned by either party without
the prior written consent of the other party, and any attempted assignment shall
be void; provided, however, that OUC may assign this Agreement, upon written
notice to Licensor, to any of its Affiliates without the consent of Licensor. This
Agreement shall be binding upon the parties' respective successors and
permitted assigns. In the event Licensor is merged, consolidated with, or
acquired by another company, the successor company shall continue to be
bound by all of the terms and conditions of this Agreement, or OUC shall be paid
a full refund of all License Fees and Maintenance Fees paid under this
Agreement.
12.9 Entire Agreement This Agreement and the Schedules (including any
exhibits or attachments thereto), which are incorporated herein by this reference
and constitute part of this Agreement as if fully set forth herein, constitute the
entire agreement between the parties and supersedes all previous agreements,
promises, representations and understandings, whether written or oral, between
the parties with respect to the subject matter hereof.
12.10 Fair Construction Both parties have had the opportunity to have this
Agreement reviewed by the legal counsel of their choice. This Agreement shall
be interpreted without regard to and shall not be construed in favor of or against
either party based on which party initiated the drafting process or proposed or
drafted any specific language.
12.11 Order of Precedence In the event of an actual inconsistency between the
terms and conditions of this Agreement and any Schedule, the terms and
conditions of the Schedule shall take precedence over any inconsistent terms
and conditions of this Agreement, but only with respect to that Schedule.
9
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12.12 Modification and Waiver No modification, amendment, supplement to or
waiver of this Agreement or any of its provisions shall be binding upon the parties
hereto unless made in writing and duly signed by both parties. A failure or delay
by either party to this Agreement to enforce any of the provisions of this
Agreement, to exercise any option which is herein provided or to require
performance of any of the provisions hereof, shall not be construed to be a
waiver of such provision, or prevent future enforcement of such provision in the
same or in a different situation.
12.13 SeverabilL In the event that one or more of the provisions contained
herein shall for any reason be held to be illegal or unenforceable in any respect
under the laws of any applicable jurisdiction, such illegality or unenforceability
shall not affect any other provision of this Agreement. This Agreement shall be
construed in that jurisdiction as if such illegal or unenforceable provision or
provisions had been modified by the agreement of the parties to the extent
necessary to allow such provision to be enforceable while still protecting the
legitimate interests of each party as expressed in this Agreement.
12.14 Applicable Law This Agreement shall be interpreted, construed and
enforced under the laws of the State of Florida. Venue shall be any court of
competent jurisdiction located in Orange County, Florida.
12.15 Injunctive Relief The parties agree that damages may be inadequate to
compensate a party for a breach of certain of the provisions of this Agreement,
particularly including (but without limitation) the confidentiality provisions with
respect to Proprietary Information. The damaged party therefore shall be entitled
to seek injunctive and other relief, including specific performance of the terms of
this Agreement, without the necessity of posting bond, in addition to any other
remedy it may have under this Agreement or at law.
12.16 Attorneys' Fees In the event of any litigation or arbitration concerning this
Agreement, the prevailing party shall be entitled to seek recovery of its cost and
expenses, including reasonable attorneys fees as part of any final judgment.
12.17 No Agency Relationship Nothing contained in this Agreement shall
create any agency, fiduciary, joint venture, employment or partnership
relationship between OUC and Licensor.
12.18 Headings The headings in this Agreement are for purposes of reference
only and shall not in any way limit or otherwise affect the meaning or
interpretation of any of the terms hereof.
12.19 Counterparts This Agreement may be executed in one or more
counterparts, each of which may be deemed to be an original instrument, but all
of which together shall constitute but one instrument.
10
3006 OQ
ARTICLE XIII
DISPUTE PROCESS
13.1 Dispute Process: The procedures specified herein shall be the sole and
exclusive procedures for the resolution of general and billing disputes
between the parties arising out of or relating to this Agreement. The
parties will participate in good faith in the procedures specified herein.
A. General
The procedures specified herein shall be the sole and exclusive
procedures for the resolution of disputes between the parties
arising out of or relating to this Agreement. The parties will
participate in good faith in the procedures specified in this
Section.
2. All applicable statutes of limitation and defenses based upon
the passage of time shall be tolled while the procedures
specified in this Section are pending. The parties will take such
action, if any, required to effectuate such tolling.
3. In the event of any dispute under this Agreement which cannot
be readily resolved, it shall be referred to the appropriate
executives of the respective parties to this agreement
(hereinafter "Party" or "Parties ") for negotiation and resolution as
described below.
4. If the dispute has not been resolved by negotiation or mediation as
provided herein within sixty (60) days of the initiation of such
mediation procedure, either party may initiate litigation upon ten (10)
days' written notice to the other party; provided, however, that if one
party has requested the other to participate in a nonbinding procedure,
as provided for under this Section, and the other has failed to
participate, the requesting party may initiate litigation before expiration
of the above period.
B. Disputes:
Disputes, as defined herein and under the Agreement, include
disagreements, claims, counterclaims, matters in question, and
differences of opinion between OUC and Licensor, regarding the
Work and modifications or changes to the Work. Disputes may
involve interpretation of Contract Documents, acceptability of the
Work, costs and /or time for performance.
Disputes may also involve other subjects mutually agreed by OUC and
Licensor to be of concern to the Board.
11
3006 OQ
C. Payment Disputes:
If a dispute arises between the Licensor and OUC, the dispute shall be
submitted to an appropriate panel assembled by the Director of
Purchasing no later than forty -five (45) days after receipt of the
disputed payment. OUC shall render a final decision on the disputed
payment within sixty (60) days after receipt of the invoice.
2. If the dispute is decided in favor of OUC, interest shall begin to accrue
fifteen (15) days after the decision is announced.
3. If the dispute is decided in favor of Licensor, interest shall accrue as of
the original date the payment became due.
4. The panel's final decision can be taken as a contract dispute through
the process outlined below.
D. Step Negotiations:
Either Party may give the other Party written notice of any dispute not
resolved in the normal course of business. Executives of both
Parties at levels one step above the project personnel who have not
previously been involved in the dispute shall meet at a mutually
acceptable time and place within ten (10) days after delivery of such
notice and thereafter as often as they reasonably deem necessary, to
exchange relevant information and to attempt to resolve the dispute.
If the matter has not been resolved by these persons within thirty (30)
days of the disputing party's notice, or if the parties fail to meet within
ten (10) days, the dispute shall be referred to senior executives of
both parties who have authority to settle the dispute and who shall
likewise meet to attempt to resolve the dispute. If the matter has not
been resolved within thirty (30) days from the referral of the dispute
to senior executives, or if no meeting of senior executives has taken
place within fifteen (15) days after such referral, either Party may
initiate mediation as provided hereinafter.
2. All negotiations pursuant to this Section shall be confidential and shall
be treated as compromise and settlement negotiations for purposes of
the Federal Rules of Evidence and state rules of evidence.
E. Mediation:
If the dispute has not been resolved by negotiation as provided
herein, the Parties shall endeavor to settle the dispute by mediation.
Either Party may initiate a mediation proceeding by a request in
writing to the other Party, Thereupon, both Parties will be obligated
to engage in mediation. The proceeding will be conducted in
accordance with the then current Center for Public Resources
( "CPR ") Model Procedure for Mediation of Business Dispute or
other mutually agreed upon procedures, with the following
exceptions:
12
3006 OQ
a. If the Parties have not agreed within thirty (30) days of the
request for mediation on the selection of a mediator willing to
serve, the CPR, upon the request of either Party, shall appoint
a member of the CPR Panel of Neutrals as the mediator; and
Efforts to reach a settlement will continue until the conclusion
of the proceeding, which is deemed to occur when: a) a
written settlement is reached, or b) the mediator concludes
and informs the Parties in writing that further efforts would not
be useful, or c) the Parties agree in writing that an impasse
has been reached. Neither Party may withdraw before the
conclusion of the proceeding.
2. The Parties regard the aforesaid obligation to mediate as an
essential provision of this Agreement and one that is legally binding
on them. In case of a violation of such obligation by either Party,
the other may bring an action to seek enforcement of such
obligation in any court of law having jurisdiction thereof.
F. Litigation:
If the dispute has not been resolved by negotiation or mediation as
provided herein within sixty (60) days of the initiation of such
mediation procedure, either Party may initiate litigation upon ten (10)
days written notice to the other Party; provided, however, that if one
Party has requested the other to participate in a nonbinding
procedure, as provided for under this Section, and the other has
failed to participate, the requesting Party may initiate litigation before
expiration of the above period.
2. All applicable statutes of limitation and defenses based upon the
passage of time shall be tolled while the procedures specified in this
Section are pending. The Parties will take such action, if any,
required to effectuate such tolling.
Claims, counterclaim, disputes, and other matters in question
between OUC and Licensor that are not resolved will be decided in
the Ninth Judicial Circuit, in and for Orange County, Florida, which
shall have exclusive jurisdiction and venue over all matters in
question between OUC and Licensor.
C2Logix
By:
Name:
Title:
Date:
Orlando Utilities Commission
By:
Name:
Title:
Date:
13
Preferred Solution
Year 1 Year 2 Yaar 2 1 Yaor 4 Ycer 5 Addl Yserz
Hardware
Fees
° . y ten, Fieeifzou,c " t,a. <e
*Aa terra e Coetract_
tr
Kickoff rreenrg, Data Setup, System l $ 21,62500
Setup, Configuration and installation
Conrad adrnimstmbf and ro,, travel 700,00
3rd Party Fees (Optional)
vteq Street Centedine data, annual
Flicense (necessary if OUC does not I
haw data, meeting F4eed2oute „ "�s
3 1.875.uu i $ t,968 /S 5 2,067 19 $ 2,170.55 $ 227907 $ 2.393.03
requirements)
�ArcView931110Gcense $ 1,500.001
Total_ $ 3,375.04 i $ 1,968775 $ 2,067.19 $ 2,174.55 $ 2,279.47 S 2.393.03
Software
maintenance
Maintenance Pius
Implementation
Costs
Travel and
Lodging Exp.
$ 3,5(t0 00 1 $ 8,�Q5 N) 1 $ 9,371.25 I $ 9,83921 $ 10,331.FSt3
Create interfaces ro aster reading
,,_....,._ — —.— I $ 5.400.00
Training: Year 1 - preparation and 9
--
days with client which cons�sls of 4-
day training on-site, 3-day workshop $ 19,800.00 $ 2,604.00 $ 2,73420 $ 2,870.91 $ 3,014.46 $ 3,165.18
�n -sits, and 16 hours of on-call
trai ni no Years 2 -5 - 16 hors. as
ITravel, Air, Car, Meals, a =_ iona N j$ 7,800.00 1 1 1 1 1 1
T
5 Year Total C
C2LOGIX
BY:
Yrar 1
NAME:
TITLE:
DATE:
Year 2 Year 3 ! Yea 4 l Year 5 i Addl Yea
3,072.75 i $ 13,726.30 1 $ 14,41:. -711 $ 15,133.34. 1 51 5.890.01
ORLANDO UTILITIES COMMISSION
BY:
NAME:
TITLE:
DATE:
3006 OQ
BASIS OF CONTRACT
For
METER ROUTE MANAGEMENT SOFTWARE
3006 OQ
BC.1 GENERAL. This Basis of Contract clarifies and states certain
agreements and understandings between the parties with regard to additional
clarification terms and conditions for Meter Route Management Software, as
defined in the Request for Proposal 11 3006 OQ, the Contract Documents, and
the C21-ogix Inc. proposal dated March 30, 2011.
BC.2 CLARIFICATIONS/EXCEPTIONS OUC acknowledges that it received as
a part of Contractor's Proposal, no exceptions and /or clarifications. OUC
acknowledges that it did receive exceptions, however, during negotiations of the
OUC Software License agreement. OUC agrees to and hereby accepts specific
terms regarding Contractor's obligation with regard to the software source code
as stated in a letter from CIVI dated June 14, 2011, attached herein as Exhibit
"A" and incorporated by this reference.
Exhibit "A" includes all clarifications regarding Contractor's revised Proposal
accepted by OUC and made a part of the Contract terms.
BC -1
3006 OQ
Exhibit A
TO
BASIS OF CONTACT
(CIVIX letter dated June 14, 2011)
BC -1
3006 OQ
CIVIX Routing Sofrivare
and Solutions
June 14, 2011
Mr, Mark Dickey
Orlando Utilities Commission
Orlando- Florida
Dear Mr. Dickey,
x49.761.285.3872 (tel) Lise- Meitner -Sir. 12
wwwTiestRoute.com 78100 Freiburg
® Info @FieetRoute.com Germany
C1ViX agrees to the following terms in regard to the OUC's licensing of FleetRouteTM
through C2Logix:
"Should C2Logix, Inc. become insolvent for any reason or become unable to provide
software support for any reason, the license for the FleetRouteTM Software will revert
back to the developer Civix L.L.C. (Civix). Civix agrees to provide ongoing support
during its normal business horns and maintenance of the FleetRouteTM Software
product according to the price and terms of this C2Logix / OUC agreement. If CIVIX
is unable to provide this support they will provide access to the currently licensed
version of the FleetRoute TM source code to OIJC to .support its own internal
operations for its core business needs for meter reading within the limits Of this
C2Logix / OUC agreement, and to specifically exclude outsourcing and/or anZv other
use by third parties or subsidiaries. One time access to the source code will be free of
charge with the exception of reasonable costs for the assembly and transmission of the
code. "
Sincerely,
Paul F'. Patterson, Ph.D.
President
MIMI