HomeMy WebLinkAboutCOMPASSCOM - CONTRACT - CONTRACT - SERVICESSERVICE AGREEMENT
This SERVICE AGREEMENT ("Agreement") dated the l?t��apof Ma�92004 is WJIRO�_Cs
between the City of Fort Collins (hereinafter referred to as "Customer") operating as a City
Government Entity, existing under the laws of the State of Colorado, having its principal place of
business at 625 9th St., Fort Collins, Colorado 80522 and CompassCom, Inc. (hereinafter
referred to as "CompassCom"), operating as a Corporation, doing business out of Centennial,
Colorado, organized and existing under the laws of the State of Colorado, and having its
principal place of business at 6770 S. Dawson Circle, Unit 1A, Centennial, Colorado, 80112.
1. Scope of Services.
Company agrees to provide services to Customer as set forth on Exhibit A attached hereto and
incorporated herein by this reference (the "Services").
2. Rates, Term and Payment Schedule.
Customer shall pay Company for providing the Services according to the rates and payment
schedule set forth on Exhibit B attached hereto and incorporated herein by this reference. Any
sum due Company hereunder which is not paid when due shall thereafter bear interest until paid
at a rate of 18% per annum, but in no event at a rate greater than that permitted under
applicable law. The term of this Agreement (the "Term") shall mean, subject to the other
provisions hereof, the period beginning on the date of this Agreement through the anniversary of
the date of this Agreement. The Term shall thereafter be automatically renewed (each a
"Renewal Term") for successive one-year periods until either party shall deliver to the other
written notice not less than one hundred and eighty (180) days prior to the end of any such
Term or Renewal Term, of such party's intent to terminate this Agreement as of such year-end.
3. Customer's Responsibilities.
a. Customer is responsible for ensuring that a representative of Customer is
available for consultation with Company regarding the Services during regular business hours.
In the event a representative of Customer is not available for consultation, the time for
completion of the Services may be delayed.
b. Customer is responsible for supplying Company, on a timely basis, with
such information and documents as are required by Company to perform the Services.
Customer shall supply company with required data as set forth on Exhibit A.
C. Customer shall perform such work and make all necessary arrangement
that may be necessary for Company to perform its work as detailed in Exhibit A.
d. Delays caused by failure of Customer to provide the necessary
documents or complete necessary work may result in Company adjusting the delivery schedule.
4. Schedule for Services.
The Services rendered under this Agreement shall be performed in accordance with the time
schedule set forth on Exhibit A.
CompassCom AVL System Proposal August 6, 2004
Table of Contents
1.0 Solution Summary and Overview..............................................................................................2
1.1
Executive Summary .........................................................................................................2
1.2
Prime Vendor...................................................................................................................2
1.3
Proposal Manager............................................................................................................4
2.0 Technical Proposal and Scope of Services................................................................................5
2.1
CompassFDETM Features.................................................................................................5
2.2
CompassWorksTM Features.............................................................................................6
2.3
CompassTracTM Mobile Features....................................................................................6
2.4
In -Vehicle Hardware.......................................................................................................6
2.5
Statement of Work for Phase 1........................................................................................7
2.6
Statement of Work for Phase 2........................................................................................8
2.7
Hardware Requirements..................................................................................................8
3.0 Project
Schedule......................................................................................................................10
3.1
Schedule and Payment Deliverables..............................................................................10
3.2
Description of Project Milestones.................................................................................10
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
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CompassCom specializes in the integration of AVL systems. For the City of Fort Collins AVL
system upgrade, CompassCom proposes a Sierra Wireless MP 555/GPS wireless infrastructure
for the in -vehicle hardware and wireless network. In addition to the in -vehicle equipment,
CompassCom proposes a software suite consisting of an AVL Server and Mapping Clients. The
AVL server will be the destination of all position messages originating from AVL-equipped
vehicles and the Mapping Clients will be the actual interface installed on desktop workstations
and laptops.
This statement of work includes specifications for an installation that includes all items to
operate in a stand-alone environment with a path for future expansion to different departments.
The CompassCom Solution incorporates the latest in GPS and wireless technology with
Automatic Vehicle Location software to allow fleet managers to track the position of their fleet
in real-time. The AVL system proposed by CompassCom is the same software and client -server
configuration used in the 2002 Olympic Games in Salt Lake and is currently being used by
thousands of vehicles nation-wide.
CompassCom proposes a three-piece solution for the Department's AVL system:
• AVL Server Software: This software will allow the Department to share AVL data with
any connected client terminal via the TCP/IP protocol.
• AVL Workstation Software: This software will give the Department an AVL mapping
package that shows the real-time position of all vehicles in a dispatch environment.
• AVL Mobile Software with Mobile GPS Hardware: In -vehicle GPS and mapping
software will allow in -vehicle users to utilize the functionality of the AVL system in
mobile environments.
Each of the above components will be described in detail in the Technical Proposal Section of
this document.
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
CompassCom, Inc., will act as prime vendor for this proposal. CompassCom is a privately held
corporation established in 1994 as a proactive provider of solutions for Geographic Information
System (GIs) technology and Automatic Vehicle Location (AVL) applications. Integration of
Global Positioning Systems (GPS), Computer Systems, and Wireless Communication
Technologies are the foundation of these solutions.
Brief History and Synopsis
CompassCom, with corporate offices located in Centennial, Colorado was founded to fill a need
identified during the founder's sales and marketing of high end GPS products over the last 18
years. The commercial availability of GPS and other technologies has enabled organizations to
improve efficiency, save costs, save time, and improve safety. Although the technology has
become lower in cost, there is a need to provide potential users with direction, support, and
training to facilitate solutions for GIs and AVL. CompassCom is helping users understand GPS,
Computer Systems, and Wireless Communications in their management and operations plans.
Management Philosophy
CompassCom's management philosophy is to encourage individual and organizational growth
and prosperity. We provide a pleasant and organized work environment with the resources
necessary for our staff to develop professional excellence. CompassCom strives to meet high
ethical standards in the conduct of business with our customers, vendors, employees, and the
community.
CompassCom management is committed to equal opportunity without regard to age, color, race,
disability, national origin, religion, sex, national origin, sexual orientation, ethnic group or
veteran disability. The Company is committed to providing its employees with the best possible
work environment. The Company fosters respect and honesty toward its customers, associates
and employees, and strives to maintain a high level of ethics in its business practices. In keeping
with this commitment and consistent with applicable federal, state and local laws, the Company
prohibits any form of racial, ethnic, religious, national origin or sexual harassment or
discrimination of an employee by any person.
Statement of Qualification
In addition to developing its own line of mobile and fixed location AVL software, CompassCom
is a certified solution provider for Trimble Navigation, Ltd. AVL, NetMotion Wireless, RadiolP,
Panasonic Toughbook, Siena Wireless, Intuicom, TechnoCom, Airlink and Mentor Engineering
products. Past customers include:
Public Works Agencies
Public Safety
GIs and Engineering Companies
Water Resources
Department of Defense/Military
Transportation
Telecom/Cable Providers
Energy Providers
Environmental Organizations
Local, State, and Federal Governments
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
Products and Services
CompassCom's range, of GIS/AVL products and services, allows it to provide targeted solutions
for the unique situations faced by its customers. Some of the services and products available
through CompassCom include:
Products
AVL Products
GPS Systems
Laser Range Finders
Wireless Communication
Software
Rental, Leasing and Sales
Computer Systems
Services
Consulting
Needs Assessment
Project Design
Integration
Field Data Collection
Training
Base Map Creation and Enhancement
Financial Statement and Availability of Resources Statement
CompassCom is a privately held corporation and does not release financial information as part of
the proposal process. Financial disclosure to the extent required to verify ability to fulfill
contracts may be requested through:
Baer, Rupp, Simpson and Zorgo
Attn: Mike Simpson
3400 Coliseum Blvd.
Suit 310
Ft. Wayne, IN 46805
CompassCom warrants that it has the resources to complete the project as specified in the
proposal.
The project point of contact for questions about this proposal is:
Christian Solomine
Director of Sales & Marketing
CompassCom, Inc.
6770 South Dawson Circle, Unit IA
Centennial, CO 80112
303-680-3221 Office
303-766-2488 Fax
solomine(a) compasscom. com
4CompassCom
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
As stated previously, CompassCom proposes a client/server software architecture and integration
of proven, off -the -shelf hardware components in with the total solution. Each component and a
scope of services will be discussed below.
CompassFDETM is the AVL server software. Physically, CompassFDETM is a Windows 2000
Server computer running the FDE applications. In a CDMA system, AVL messages are
generated, packetized, and transmitted to a specific destination — CompassFDETM is that
Compas5F„l . destination. Upon receiving a message, the FDE
extracts useful information (lat, long, speed,
I+rn.i.M1Y
3 heading, status, etc...), serves it to all connected
° clients, and archives it in a SQL (or compatible)
database. CompassFDETM is a high
performance, real-time AVL server compatible
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Radio `^� with a multitude of devices and communication
Sllutar e
[eUulanetworks. CompassFDETM is also scalable to
- ---. '
GPRS nearly any size. A main differentiating factor
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between CompassFDETM and many other AVL
packages on the market today is the scalability
and flexibility of the server software. For
example, CompassFDETM can easily handle
thousands of reporting vehicles while also
offering the ability to connect with multiple
communication methods simultaneously.
Therefore, if a customer has a public safety department on a Motorola network, a bus fleet on
private RF and a public works fleet on spread spectrum, CompassFDETM can seamlessly work
with all of the protocols and in -vehicle hardware configurations used. CompassFDETM currently
supports over 20 distinct interfaces and this interoperability will allow the City's system to grow
over time and expand as new technologies come on the market. In addition, CompassFDETM
employs Patent Pending enhanced connection management features that help ensure wireless
connectivity in areas of weak or spotty coverage.
5 compasscom
Confidential - Do not copy of reproduce in any fonn
CompassCom AVL System Proposal August 6, 2004
CompassWorksTM is the AVL viewing client. CompassWorksTM runs on workstations connected
to CompassFDE via TCP/IP (LAN, Internet, Dial -up, etc...). The CompassWorksTM application
contains the map database and shows the real time position and status of the entire fleet, or just
portions of the fleet. CompassWorksTM utilizes ESRI's MapObjects for the client presentation.
The City's GIS data can easily be imported to this application in a .shp format. The City's GIS
data can easily be imported to this application in a .shp format.
CompassWorksTM also supports the use of aerial or satellite imagery as a background layer
within the AVL map display. As you zoom into the application the level of detailed information
increases. As you zoom in the imagery becomes visible as well as the street features and
attributes. This feature is helpful in identifying building types and land features in relation to
vehicles.
CompassWorksTM also contains a reporting module. This module generates reports based on the
information collected by CompassFDE. This functionality will enable the City to generate
reports based on fleet data for record keeping and analysis. The standard reports included can be
generated for the entire fleet or individual vehicles as well as for a range of dates or a single date.
CompassTracTM Mobile is the AVL viewing client that resides on department laptops. The
CompassTracTM Mobile application supports many of the same functions as the workstation map
display, but is optimized for in -vehicle use and supports full touch screen capabilities as well as
in -vehicle routing and text messaging.
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The recommended wireless hardware proposed is the MP 555/GPS manufactured by Sierra
Wireless. This device is a ruggedized in -vehicle unit with an outstanding GPS feature set. As a
systems integrator, CompassCom's software solution is flexible to work with almost any in -
vehicle device and wireless network. If a specific in -vehicle unit is required for this system,
CompassCom would welcome the opportunity to discuss integrating it in with the server
software, CompassFDE. For the purpose of this project, hardware will be purchased directly by
the City from the manufacturer.
6 CompassCom
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
Phase 1— Base CompassCom Software Functionality
The overall goal of this project is to deliver a high-performance AVL system for the City that
can grow and evolve with user needs. Listed below is the responsibility of CompassCom for
Phase 1 of the project.
Responsibilities
Customer
CompassCom
•
Provide a qualified technical contact to
•
Configure GPS devices
be trained as the administrator of the
•
Train City personnel on the installation
system
of GPS devices
•
Provide in house cabling, wiring,
•
Support and maintain the supplied
power, battery backup, and space for
hardware per the specifications of the
the AVL Server
maintenance agreement
•
Provide access to the AVL server and
•
Configure the CompassFDETM server
associated client computers during
PC
initial integration.
•
Install and configure the
•
Allow TCP/IP based remote
CompassFDETM server software
management for CompassCom
•
Install and configure the
engineers and developers to facilitate
CompassWorksTM viewing clients
support and maintenance (i.e. VNC, PC
Anywhere, NetMeeting, GotoMyPC,
•
Integrate the City's existing GIS map
etc...)
layers into the CompassWorksTM
application
•
Provide qualified installation personnel
to be trained by CompassCom to install
•
Train City personnel and necessary
the equipment in the vehicles.
vendors on all aspects of the AVL
•
Provide a server grade computer that
system
meets the minimum requirements
•
Operator training
outlined in this document.
•
Administrator training
•
Provide the necessary networking and
•
Provide ongoing support and
IT support to CompassCom personnel
maintenance for the components of the
working to integrate the system.
AVL system supplied by CompassCom
•
Provide a MS SQL Server License to
load onto the AVL server.
In addition, the City can add vehicles to the system at any time. Hardware ordered from
CompassCom will arrive to the City pre -configured per City specifications and will only need to
be installed in City Vehicles. Once installation is complete, the vehicles must be added to the
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
512MB System RAM
CD-ROM drive
40 GB hard drive
3.5" floppy drive
RAID 5 hard drive array
Microsoft Mouse & 104-key keyboard
Microsoft Windows 2000 or 2003 Server
17" Video monitor
Symantec PC Anywhere (Or Equivalent)
Removable Media backup (CDR, Tape, DVD, etc... )
Internet Explorer 6.0
CompassWorks Client Workstation Hardware
CompassCom recommends the following computer specifications for the CompassWorks AVL
Workstation Software.
Minimum Recommended Specifications:
Pentium 4, 1 GHz or greater processor
17" Video monitor
256MB System RAM
CD-ROM drive
20 GB hard drive
Microsoft Mouse & 104-key keyboard
Microsoft Windows 2000 or XP
Internet Explorer 6.0
CompassTrac Mobile Client In -Vehicle Hardware
CompassCom recommends the following computer specifications for the CompassTrac Mobile
AVL Software.
Minimum Recommended Specifications:
Pentium III, 450 MHz or greater processor
802.11 Capability
256MB System RAM
CD-ROM drive
20 GB hard drive
Mouse & Keyboard
Microsoft Windows 2000 or XP
Touch screen Capability
Internet Explorer 6.0
9compasscom
Confidential - Do not copy or reproduce in any form
CompassCom AVL System Proposal August 6, 2004
All times are relative to contract award. Payment milestones are in bold italic.
Phase 1— Base CompassCom Software Functionality
Contract Award — 0 weeks
60% Software and Services
Kick -Off meeting — 1 week
Delivery of Hardware to CompassCom's dock — 4 weeks
100% Net 30 on Hardware
System Staging at CompassCom —
4 weeks
Delivery of Hardware to the City
— 5 weeks
On site integration of AVL server
— 6 weeks
20% Software and Services
In -vehicle equipment installation —
6 to 8 weeks
Training — 8 weeks
10% Software and Services
System Acceptance — 8 weeks
10% Software and Services
Phase 2 — Expansion of the System to Other Departments
Costs and timelines for Phase 2 will be determined once Phase 1 is successfully signed off upon.
A summary of each milestone in Phase 1 is listed below:
Contract Award — 0 weeks
Here, all Statement of Work items have been finalized and the City issues a purchase
order and signed contact for all hardware and software to complete the pilot portion of
Phase 1.
Kick -Off meeting —1 weeks
A kick-off meeting will be conducted with all applicable parties within the City,
including, but not limited to; project management, IT and GIs. A Project Manager
assigned by CompassCom, will conduct the kick-off meeting.
Confidential - Do not copy or reproduce in any fonn
CompassCom AVL System Proposal August 6, 2004
Delivery of Hardware to CompassCom's dock — 4 weeks
Once the kick-off meeting is completed, CompassCom will order the hardware per the
City's specifications. All hardware is subject to a $75.00 per unit restocking fee in the
event any portion of the order is cancelled after shipment from manufacturer to
CompassCom, Inc.
System Staging at CompassCom — 4 weeks
When all hardware has arrived at CompassCom, it will be programmed with an
applicable GPS script for the CDMA network. In addition, the entire system will be
staged in the CompassCom lab for initial testing and certification.
Delivery of Hardware to the City — 5 weeks
When staging is complete, all hardware will be delivered to the City.
On site integration of AVL server — 6 weeks
Here, server software installation and installation of CompassWorks will occur. This will
correspond with the installation of five in -vehicle units and the entire system will be
tested for operability.
In -vehicle equipment installation — 6 to 8 weeks
Over the course of the next 2 weeks, the remaining hardware units will be installed.
Training — 8 weeks
One of CompassCom's certified trainers will come on -site to perform server and client -
side training for up to 6 City personnel for the purpose of system administration, software
use and maintenance.
System Acceptance — 8 weeks
Once training is completed, all vehicle hardware packages have been installed, and the
system is operational, City staff will review the CompassFDE, CompassWorks and
CompassTrac Mobile Acceptance Test Procedure (ATP) documents and sign off if all
functionality criteria has been met. Once system acceptance has occurred, the City may
add additional vehicle hardware packages and copies of CompassWorks or CompassTrac
Mobile at any time. Planning for Phase 2 will then commence.
NOTE: Vehicle equipment installation will occur concurrently with system integration and
training. The time scale for vehicle installation is dependent upon the rate vehicles can be
brought into the shop for work. System acceptance can take place before all vehicles are
outfitted.
Confidential - Do not copy or reproduce in any form
Customer and Company shall complete Acceptance Test Procedures (ATP) as described in
Exhibit C, Exhibit D, and Exhibit E. Successful completion of ATP shall constitute final
acceptance by customer.
5. Limitations of Liability and Remedies.
NO OBLIGATION OR LIABILITY SHALL GROW OUT OF COMPANY RENDERING
TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SERVICES RENDERED
PURSUANT TO THIS AGREEMENT. COMPANY SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
EXCEPT AS PROHIBITED BY APPLICABLE LAW. IN PROVIDING THE SERVICES UNDER
THIS AGREEMENT, COMPANY SHALL NOT BE LIABLE FOR LOSS OF USE OR FOR
SPECIAL, INCIDENTAL OR ANY CONSEQUENTIAL DAMAGES OF ANY KIND. IN NO
EVENT WILL COMPANY BE RESPONSIBLE FOR LOSS OF DATA, LOSS OF STORED
MEMORY, LOSS OF USE OF EQUIPMENT OR PRODUCTIVITY, LOST PROFITS, COST
FOR SUBSTITUTE EQUIPMENT OR OTHER DOWN TIME COSTS FOR ANY REASON.
COMPANY SHALL ALSO NOT BE RESPONSIBLE FOR DAMAGE CAUSED BY
CUSTOMER'S NEGLIGENCE. COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S ENTIRE
REMEDY, RESULTING FROM ANY DAMAGES WHATSOEVER, SHALL BE LIMITED TO THE
TOTAL CHARGES PAID FOR THE SERVICES UNDER THIS AGREEMENT. SIGNATURE
AND PAYMENT BY CUSTOMER UPON DELIVERY OF SERVICES SHALL BE DEEMED AS
THE ACCEPTANCE OF COMPLETENESS AND ACCURACY OF DATA. ANY LIABILITY
RESULTING FROM USE OF DATA BECOMES THE SOLE RESPONSIBILITY OF THE
CUSTOMER.
6. Relationship of Parties.
Company, in performing the Services, is acting only as an independent contractor and nothing
contained herein shall be deemed or construed by the parties hereto, nor by any third party, as
creating the relationship of principal and agent, partnership, or joint venture.
7. Binding Effect; Assignment.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and permitted assigns. This
Agreement is not assignable by Customer without Company's prior written consent.
8. Entire Agreement; Modifications.
This Agreement is the exclusive and complete statement of the parties' understandings of this
Agreement, and shall supercede all prior understandings, whether oral or written. This
Agreement may be modified only by a writing signed by all the parties.
9. Counterparts; Facsimile.
This Agreement may be executed in two counterparts, each of which shall be deemed an
original and both of which shall constitute one and the same document. This Agreement may be
executed by facsimile signature, and a facsimile signature shall constitute an original signature
for all purposes.
Compasscom
6741 SontB Dawsou Circle, Unit 1A
Cemrmid. CO N6u2
(P)34}6163221
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Pricing for Ft. Collins, CO
Upgrade of Legacy Orbital AVL System Project
Prim Valid far W Dori frean July 12, 2064
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Proposed Payment Terms:
Contract Award- II Weeks
Kick; ORmeedna- I weeks
Deanery of Hardware to Creep a,.Coca's dock-4 week,
System Shin, M Cme,easCom- 4 weeks
Delivery a Hardware to Customer- 5 weeks
Oa site loteere tioo of AV L server- 6 week,
In -vehicle equipment installation- 68 weeks
TsaiMna-%week,
Completion of Acceptance Test Plan- 8 weeks
60%Software sad,lersincs
ImIZ Net 30 Hardware
211%Norware and Services
10%x Wesue aml Service,
III% fioDware and Services
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Exhibit C
CompassFDETM
Acceptance Test Procedure (ATP)
Scope
This document provides a guideline for system level acceptance testing of the
CompassFDETM AVL server software from CompassCom. There is a block for initials
next to each test section for sign -off after successful completion of the test.
The purpose of the ATP is to confirm that the software and it's features are operating in
accordance with the contract. Customer acceptance of these features constitutes final
acceptance of the software.
Software Description
CompassFDETM is universal AVL server software. It is capable of accepting various
types of messages from several types of in -vehicle hardware over a variety of
communication networks.
There are two components to CompassFDE TM: Parsers and the server.
A Parser is the component of CompassFDE that listens for position, status, discrete,
text and incident messages. When a Parser receives a message, the pertinent
information is extracted and placed into a standard message format and sent to the
server component of CompassFDE. A separate Parser is required for each type of in -
vehicle equipment used. To allow for greater scalability, several Parsers may run
simultaneously.
The server component writes all messages passed through a Parser to a history
database for future replay and reporting, as well as passing them on in real time to any
connected clients, such as CompassTrac. A second database is utilized to store all
vehicle, application, group and password information. The server component is the
application that clients connect to for a real-time stream of vehicle data.
The architecture of CompassFDE TM is such that components can be spread out over
multiple computers if necessary to accommodate all of the data traffic. There is no limit
to the number of vehicles that can report to CompassFDETM or the number of clients that
can be served in real time. The only limitation may be network bandwidth. The
requirements for a computer running CompassFDETM are as follows:
• Microsoft Windows NT 4.0 (SP6a) or Windows 2000 (SP2) and WindowsXP with
Administrator privileges
• Microsoft Internet Explorer 5.5 SP2 or higher
the CompassFDE is in the Connected FDEs window.
4.0 CompassFDETM Connections
4.1 Confirm that the Parser is connected by verifying that the name of
the Parser is in the Connected Parsers window.
4.2 Verify that the Show button under the Messages window is selected
(grayed out).
4.3 Verify that messages from the Parser are scrolling through the
Messages window.
4.4 Verify, using the database application's GUI, that a table has been
created in the history database and that messages are being written.
(See attached database description.)
4.5 Confirm that a Client is connected by verifying that the name of the
Client is in the Connected Clients window. (See CompassTrac ATP)
5.0 Vehicle Database Administration
5.1 Access the Vehicle Database Administrator through the "Details"
button in CompassFDE. A GUI with Vehicles, Applications, Vehicle
Groups, Application Groups and Password tabs appears.
5.2 Add/remove a vehicle.
5.3 Edit a vehicle.
5.4 Add/remove a destination.
5.5 Edit a destination.
5.6 Add/remove a vehicle group.
5.7 Edit group font, status key and discrete key.
5.8 Add/remove vehicles to/from a vehicle group.
5.9 Add/remove a destination group.
5.10 Edit a destination group.
5.11 Add/remove destinations to/from a destination group.
5.12 Add/remove a password.
5.13 Edit a password.
5.14 Add/remove groups and destinations to/from a password.
5.15 Verify, using the database application's GUI, that the appropriate
tables have been created in the configuration database and that
changes are being written. (See attached database description.)
Database Descriptions
Position History Table: Will be named Position_<mm_dd_yyyy> and will have leading zeroes. It will exist in the
History db.
MessageDate — DATE - NOT NULL
MessageTime - INTEGER - NOT NULL
VehiclelD VARCHAR(40) NOT NULL_
Latitude - FLOAT - NOT NULL
Longitude - FLOAT - NOT NULL
Altitude - FLOAT - NOT NULL
Speed - INTEGER - NOT NULL
Heading - INTEGER - NOT NULL
DataSource - INTEGER - NOT NULL
Monitorl INTEGER
Monitor2 INTEGER
Monitor3 INTEGER
Monitor4 INTEGER
Monitor5 FLOAT
Monitor6 FLOAT
Monitor? FLOAT
Monitor8 FLOAT
One of each of the tables listed above is created every day at midnight GMT.
Customer Date
CompassCom Date
Exhibit D
CompassWorksTM
Acceptance Test Procedure (ATP)
Scope
This document provides a guideline for system level acceptance testing of the
CompassWorksT" AVL client software from CompassCom. There is a block for initials
next to each test section for sign -off after successful completion of the test.
The purpose of the ATP is to confirm that the software and it's features are operating in
accordance with the contract. Customer acceptance of these features constitutes final
acceptance of the software.
Software Description
CompassWorksTM is AVL client software that allows users to view a fleet in real-time.
The application includes digital maps (off -the -shelf or customer supplied), replay,
display configuration, and geo-coding capabilities. CompassWorks m is not a stand-
alone application. It must connect via TCP/IP to the CompassFDETM server in order to
receive real time vehicle position and status information.
The CompassWorksT"" application was developed by CompassCom to be a simple and
effective AVL display client for Public Safety, Public Works, and commercial markets. It
is coded in Visual Basic using ESRI's MapObjects development environment and
designed to be stable, compact, and user friendly.
The remainder of this document outlines specific procedures related to installation,
operation, and removal of CompassWorks1m to test its functionality.
1.0 Installation
1.1 The CompassWorksrm installation CD shall be free of visual
detects.
1.2 The CompassWorksT"" setup program will execute by double
clicking on the SETUP.EXE in the root directory on the CD.
1.3 Once the CompassWorksTM Setup application starts the user
shall be prompted to accept the license agreement. If the user does not
select ACCEPT the setup application will not allow further installation.
CompassTrae ATP Rev 4.0 (08-10-03)
1.4 The user shall then be prompted to enter Name, Company, and Serial
Number. User must enter a valid Serial Number (provided by CompassCom) for the
setup application to continue.
1.5 The user shall be prompted to select an installation path. The
default is C:\Program Files\CompassCom\CompassWorks\ The user can
select an alternate path.
1.6 After installation the user will be asked to restart the PC. The
installation program will restart the computer if the user presses the YES
button.
1.7 The PC will restart and a CompassWorksTM Icon will exist on the
Windows Desktop.
1.8 The installation CD will also contain a directory called
Map_lnstall. Running the SETUP.EXE will copy the included Map Data into
the CompassWorksTM Installation directory. The user can select the install
path if different than the default path.
2.0 Application Start
2.1 When CompassWorksTM is started for the first time, a dialog will
appear for the user to enter a name of their client instance.
2.2 Upon entering a client instance name the CompassWorksTI
application will start in a window with the digital map data displayed.
3.0 Connecting to CompassFDETM
NOTE: Depending on the installation, the CompassFDETM information can be "hard
coded" into the configuration scripts of CompassWorksTM. In this situation,
CompassWorksTM will automatically attempt to connect to the FDE (See Step 5.5
below). Otherwise, the following steps are necessary.
3.1 Pressing the "Connect' button at the far right of the Tool Bar will
invoke a dialog to enter FDE information
3.2 The AVL Information dialog shall contain 4 windows —
Messages, Status, Unconnected FDEs, and Connected FDEs
3.3 Pressing the "NEW" button beneath the Unconnected FDEs
window will bring up a dialog box titled "Add an FDE"
3.4 Upon entering Name, Address, Port, and Connect Automatically
check, the FDE will appear in the "Unconnected FDEs" windows.
CompassTrac ATP Rev 4.0 (08-10-03)
3.5 By highlighting the named FDE and pressing the > button,
CompassWorksTM will attempt a connection to the FDE and the user will be
prompted to enter a password.
3.6 If the connection attempt fails an Error Dialog will appear and
notify the user after about 45 seconds.
3.7 Entering the proper password will allow CompassWorksT^" to
receive real time AVL data. ASCII messages shall begin to scroll through
the Messages and the Status windows of the AVL Information Dialog.
3.8 Upon closing and restarting the CompassWorksTm application, a
connection attempt to the specified FDE(s) will occur automatically and the
user will be prompted to enter the necessary password.
4.0 CompassWorkSW Functionality
4.1 Online Help
4.1.1 Selecting Help from the HELP menu will invoke the
On -Line help.
4.1.2 On-line help shall be comprehensive and useful.
4.2 General Functionality
4.2.1 The user shall be able to minimize, maximize, expand,
or contract the CompassWorksT^" application window.
4.2.2 The user shall be able to determine the Scale of the
map display and the Latitude/Longitude of the mouse cursor from
the status bar at the bottom of the CompassWorksT"" application
window
4.2.3 The user shall be able to press the "Print Map" button
or select the Print option from the FILE menu to print the current
map display to the windows default printer
4.2.4 The user shall be able to press the "Map Legend"
button or select Map Legend from the MAP menu to bring up a Map
Legend. From this dialog the user shall be able to Hide or Display
a map layer by checking or un-checking the box next to the desired
layer. The user shall also be able to Promote or Demote map
layers.
CompassTrae ATP Rev 4.0 (08-10-03)
4.3 Map Display Functionality
4.3.1 Pressing the "Full Extent' button or selecting Full
Extent from the MAP menu shall zoom out the map to the extents
of the data files.
4.3.2 Selecting the "Zoom In" tool by pressing the button or
selecting from the MAP menu will allow the user to click and drag a
rectangle in the map window to zoom to the selected area
4.3.3 Selecting the "Zoom Out' tool by pressing the button or
selecting from the MAP menu will allow the user to click in the map
window to zoom out by a scale factor of 2.
4.3.4 Zooming into the map shall cause more and more
detail to be visible as additional map layers are displayed. Zooming
in to a sufficient scale will also cause street name labels to appear
on the map.
4.3.5 Selecting the "Pan" tool by pressing the button or
selecting from the MAP menu will allow the user to drag the pan
display up, down, right or left.
4.3.6 Selecting the "Identify" tool by pressing the button or
selecting from the MAP menu will allow the user to click on a
feature in the map window to bring up the database entry on that
feature. NOTE: user may have to zoom in to sufficient scale to
select a single feature.
4.3.7 Upon closing and restarting the CompassWorksTM
application, the Map display scale and pan will be preserved
4.3.8 Users can check the "Map Tips" box, select the data
field corresponding to street name, and as they float the mouse
cursor over the map, the name of the street will appear as a "tip".
4.4 General AVL Functionality
4.4.1 Selecting the "Select' tool and clicking on the center of
a vehicle icon will invoke the Vehicles dialog box. This window will
display the current latitude, longitude, speed, heading, time of last
report, status, status age (modified), and monitor status.
4.4.2 Checking the FOLLOW box will cause the map display
to keep the selected vehicle in the center of the map display.
CompassTrac ATP Rev 4.0 (08-10-03)
4.4.3 Checking the VISIBLE box will cause the vehicle to
become visible or invisible on the map display
4.5 Vehicle Management Functionality
4.5.1 Pressing the "Mobile Asset Information" tool or
selecting Mobile Asset Information from the View menu will bring up
the Mobile Assets Information Dialog. User can select, locate and
follow vehicles displayed in the drop down list
4.5.2 Pressing the "Group Information" tool or selecting
Group Information from the View menu will bring up the Status
Settings and Monitor Lines windows. From here the user can
select entire groups of vehicles to visible or invisible. NOTE:
Definition of groups is handled by the FDE server and can only be
modified by an administrator.
4.5.3 If a mobile status is available (en route, at scene, out -
of -service, etc...) the corresponding vehicle icon color changes and
priority can be viewed.
4.5.4 If a mobile is using discrete input lines to monitor
lights, sirens, airbag, etc..., the description, vehicle color, and
priority can be viewed. In addition, a dialog box can be made to
appear by checking the Notify box.
4.5.5 By pressing the Timeouts button, users can configure
how the vehicles not actively reporting will be faded then removed
from the map display.
4.6 Address Location
4.6.1 Pressing the "Address Matching" button or selecting
Address from the Find menu will invoke the Locate by Address
dialog.
4.6.2 By entering the Number, Prefix, Street Name, Street
Type, and Zip code, then pressing the locate button,
CompassWorksTm will attempt find the address. If successful, the
map display will pan to the location and a "map pin" will appear on
the screen at the location. NOTE: users must fill in at least a
Street Number and Street Name for GeoCoding to be a success.
4.6.3 By entering a Latitude and Longitude in the Locate by
Address dialog, a "map pin" will appear at the location. NOTE:
CompassTrac ATP Rev 4.0 (08-10-03)
10. Section Headings.
The section headings of this Agreement are inserted for convenience of reference only and shall
not be deemed to be a part thereof or used in the construction or interpretation thereof.
11. Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be ineffective only to the extent
of such prohibition or invalidity, without violating the remainder of this Agreement.
12. Third Party Beneficiaries/Affiliates.
This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement
shall be deemed to confer any benefit on any third party. Notwithstanding the above, the
Customer under this Agreement shall include not only the specific agency executing this
contract but shall also include any other agency of the same governmental entity ("Sister
Agencies"). Upon request by a Sister Agency, CompassCom shall prepare Exhibits A, B, C and
D to cover the services ordered by such Sister Agency. Such Exhibits shall be attached hereto
and made a part hereof. By ordering and accepting the Services, such Sister Agency hereby
agrees to be bound by the terms and conditions of this Agreement as if it were the original
signatory to the Agreement.
13. Governing Law.
The terms and provision of this Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado and all parties hereto submit to the jurisdiction of the state
and federal courts in the State of Colorado and to venue in Arapahoe County, Colorado for
purposes of any action or proceeding arising out of or related to this Agreement.
14. Limited Warranty.
COMPASSCOM warrants for a period of ninety (90) days from your date of purchase that (i) the
media provided by COMPASSCOM, if any, on which the Software is recorded will be free from
defects in materials and workmanship under normal use, and (ii) the COMPASSCOM Software
will substantially conform to COMPASSCOM's published specifications for the Software.
COMPASSCOM's entire liability and your sole and exclusive remedy for any breach of the
foregoing limited warranty will be, at COMPASSCOM's option, replacement of the media, refund
of the purchase price or repair or replacement of the Software.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY COMPASSCOM
AND COMPASSCOM AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, CONDITIONS OR OTHER
TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING
WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST
INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST
Lat/Lon must be in decimal degrees with Longitude being negative
in the Western Hemisphere.
4.6.4 By entering a Cross Streets, users will be able to
locate the appropriate site.
4.7 Map Pins
4.7.1 By pressing the "Map Pins" button or selecting Map
Pins from the EDIT menu the Map Pins dialog box will be invoked.
4.7.2 By entering a Map Pin Title, pressing ADD, then
clicking on the map, a symbol will appear on the map and be stored
in the location database.
4.7.3 Users can change the Icon of the map pin by pressing
the < > buttons before placing the map pin.
4.7.4 User can select and locate previously entered Map
Pins from the drop down list.
4.8 Replay
4.8.1 By pressing the Replay button or selecting Replay from
the View menu, users can invoke the Replay Window
4.8.2 User can enter the date, start hour, stop hour, and then
press the load button to retrieve the records from the FIDE history
database. NOTE: The records must be present in the DB for this
to work — i.e. the date and hour range must be valid.
4.8.3 User can use the transport buttons (rewind, pause, play,
fast forward) to control the replay. All events logged by FIDE will
show on the CompassWorksTM map.
4.8.4 Users can select ALL, Groups, or Individual Vehicles for
replay.
CompassTrac ATP Rev 4.0 (08-10-03)
5.0 CompassWorksT" Removal
5.1 User shall be able to Un-Install the CompassWorkSTM
application by using the standard windows Add/Remove programs.
CompassCom, Inc.
Date
Accepting Customer Date
CompassTrac ATP Rev 4.0 (08-10-03)
Exhibit E
CompassTrac Mobile TM
Acceptance Test Procedure (ATP)
Scope
This document provides a guideline for system level acceptance testing of the
CompassTrac MobileTm AVL client software from CompassCom. There is a block for
initials next to each test section for sign -off after successful completion of the test.
The purpose of the ATP is to confirm that the software and it's features are operating in
accordance with the contract. Customer acceptance of these features constitutes final
acceptance of the software.
Software Description
CompassTrac Mobile TM is AVL client software that allows users to view a fleet in real-
time. The application includes digital maps (off -the -shelf or customer supplied), replay,
display configuration, and geo-coding capabilities. CompassTrac Mobile TM is not a
stand-alone application. It must connect via TCP/IP to the CompassFDETM server in
order to receive real time vehicle position and status information. This connection is
usually facilitated by a wireless network (i.e. CDPD, GPRS, CDMA, DataTac, iDen,
etc..) It is important to understand that CompassTrac MobileTm does not actually
manage the wireless connection. In order for the software to operate properly, the
wireless portion of the network must be designed and operational.
The CompassTrac MobileTm application was developed by CompassCom to be a simple
and effective AVL display client for Public Safety, Public Works, and commercial
markets. It is coded in Visual Basic using ESRI's MapObjects development
environment and designed to be stable, compact, and user friendly.
The remainder of this document outlines specific procedures related to installation,
operation, and removal of CompassTrac MobileTM to test its functionality.
1.0 Installation
1.1 The CompassTrac Mobile TM installation CD shall be free of
visual defects.
1.2 The CompassTrac MobileT^^ setup program will execute by
double clicking on the SETUP.EXE in the root directory on the CD.
CompassTrac ATP Rev 4.0 (08-10-03)
1.3 Once the CompassTrac MobileTM Setup application starts the
user shall be prompted to accept the license agreement. If the user does
not select ACCEPT the setup application will not allow further installation.
1.4 The user shall then be prompted to enter Name, Company, and Serial
Number. User must enter a valid Serial Number (provided by CompassCom) for the
setup application to continue.
1.5 The user shall be prompted to select an installation path. The
default is C:\Program Files\CompassCom\CompassTrac Mobile\ The user
can select an alternate path.
1.6 After installation the user may be asked to restart the PC. The
installation program will restart the computer if the user presses the YES
button.
1.7 The PC will restart and a CompassTrac Mobile TM Icon will exist
on the Windows Desktop.
2.0 Application Start
2.1 When CompassTrac MobileTM is started for the first time, a
dialog will appear for the user to enter a name of their client instance.
2.2 Upon entering a client instance name the CompassTrac
MobileT"' application will start in a window with the digital map data
displayed.
3.0 Connecting to CompassFDETM
NOTE: Depending on the installation, the CompassFDETM information can be "hard
coded" into the configuration scripts of CompassTrac Mobile TM. In this situation,
CompassTrac Mobile TM will automatically attempt to connect to the FDE (See Step
5.5 below). Otherwise, the following steps are necessary.
3.1 Pressing the "Connect' button at the far right of the Tool Bar will
invoke a dialog to enter FDE information
3.2 The AVL Information dialog shall contain 4 windows —
Messages, Status, Unconnected FDEs, and Connected FDEs
3.3 Pressing the "NEW" button beneath the Unconnected FDEs
window will bring up a dialog box titled "Add an FDE"
CompassTrac ATP Rev 4.0 (08-10-03)
3.4 Upon entering Name, Address, Port, and Connect Automatically
check, the FDE will appear in the "Unconnected FDEs" windows.
3.5 By highlighting the named FDE and pressing the > button,
CompassTrac Mobile TM will attempt a connection to the FDE and the user
will be prompted to enter a password.
3.6 If the connection attempt fails an Error Dialog will appear and
notify the user after about 45 seconds.
3.7 Entering the proper password will allow CompassTrac Mobile TM
to receive real time AVL data. ASCII messages shall begin to scroll through
the Messages and the Status windows of the AVL Information Dialog.
3.8 Upon closing and restarting the CompassTrac Mobile TM
application, a connection attempt to the specified FDE(s) will occur
automatically and the user will be prompted to enter the necessary
password.
4.0 CompassTrac MobileTm Functionality
4.1 General Functionality
4.1.1 The user shall be able to minimize, maximize, expand,
or contract the CompassTrac Mobilelm application window.
4.1.2 The user shall be able to determine the Scale of the
map display and the Latitude/Longitude of the mouse cursor from
the status bar at the bottom of the CompassTrac Mobile TM
application window
4.1.3 The user shall be able to select the Print option from
the FILE menu to print the current map display to the windows
default printer. A printer must be present and configured.
4.1.4 The user shall be able to press the "Map Legend"
button or select Map Legend from the MAP menu to bring up a Map
Layers dialog. From this dialog the user shall be able to Hide or
Display a map layer by checking or un-checking the box next to the
desired layer. The user shall also be able to Promote or Demote
map layers.
4.2 Map Display Functionality
CompassTrac ATP Rev 4.0 (08-10-03)
4.2.1 Pressing the "Full Extent' button or selecting Full
Extent from the MAP menu shall zoom out the map to the extents
of the data files.
4.2.2 Selecting the "Zoom In" tool by pressing the button or
selecting from the MAP menu will allow the user to click and drag a
rectangle in the map window to zoom to the selected area
4.2.3 Selecting the "Zoom Out' tool by pressing the button or
selecting from the MAP menu will allow the user to click in the map
window to zoom out by a scale factor of 2.
4.2.4 Zooming into the map shall cause more and more
detail to be visible as additional map layers are displayed. Zooming
in to a sufficient scale will also cause street name labels to appear
on the map.
4.2.5 Selecting the "Pan" tool by pressing the button or
selecting from the MAP menu will allow the user to drag the pan
display up, down, right or left.
4.2.6 Selecting Identify from the EDIT menu will allow the
user to click on a feature in the map window to bring up the
database entry on that feature. NOTE: user will have to zoom in to
sufficient scale to select a single feature.
4.2.7 Upon closing and restarting the CompassTrac Mobile TM
application, the Map display scale and pan will be preserved
4.2.8 Users can check the "map tips" box, select the data
field corresponding to street name, and as they float the mouse
cursor over the map, the name of the street will appear as a "tip".
4.3 General AVL Functionality
4.3.1 Selecting the "Select' tool and clicking on the center of
a vehicle icon will invoke the Vehicles dialog box. This window will
display the current latitude, longitude, speed, heading, time of last
report, status, status age (modified), and monitor status.
4.3.2 Checking the FOLLOW box will cause the map display
to keep the selected vehicle in the center of the map display.
4.3.3 Checking the VISIBLE box will cause the vehicle to
become visible or invisible on the map display.
CompassTrac ATP Rev 4.0 (08-10-03)
4.4 Vehicle Management Functionality
4.4.1 Selecting Mobile Asset Information from the VIEW
menu will bring up the Mobile Assets Information Dialog. User can
select, locate and follow vehicles displayed in the drop down list
4.4.2 Selecting Group Information from the VIEW menu will
bring up the Status Settings and Monitor Lines windows. From
here the user can select entire groups of vehicles to visible or
invisible. NOTE: Definition of groups is handled by the FDE server
and can only be modified by an administrator.
4.4.3 If a mobile status is available (en route, at scene, out -
of -service, etc... ) the corresponding vehicle icon color changes and
priority can be set.
4.4.4 If a mobile is using discrete input lines to monitor
lights, sirens, airbag, etc.... the description, vehicle color, and
priority can be defined. In addition, a dialog box can be made to
appear by checking the Notify box.
4.4.5 By pressing the Timeouts button, users can configure
how the vehicles not actively reporting will be faded then removed
from the map display.
4.5 Address Location
4.5.1 Selecting Address from the FIND menu will invoke the
Locate by Address dialog.
4.5.2 By entering the Number, Prefix, Street Name, Street
Type, and Zip code, then pressing the locate button, CompassTrac
MobileT"" will attempt find the address. If successful, the map
display will pan to the location and a "map pin" will appear on the
screen at the location. NOTE: users must fill in at least a Street
Number and Street Name for GeoCoding to be a success.
4.5.3 By entering a Latitude and Longitude in the Locate by
Address dialog, a "map pin" will appear at the location. NOTE:
Lat/Lon must be in decimal degrees with Longitude being negative
in the Western Hemisphere.
4.5.4 By entering a Cross Streets, users will be able to
locate the appropriate site.
4.6 Map Pins
CompassTrac ATP Rev 4.0 (08-10-03)
4.6.1 Selecting Map Pins from the EDIT menu the Map Pins
dialog box will be invoked.
4.6.2 By entering a Map Pin Title, pressing ADD, then
clicking on the map, a symbol will appear on the map and be stored
in the location database.
4.6.3 Users can change the Icon of the map pin by pressing
the < > buttons before placing the map pin.
4.6.4 User can select and locate previously entered Map
Pins from the drop down list.
4.7 Replay
4.7.1 By pressing the Replay button or selecting Replay from
the View menu, users can invoke the Replay Window
4.7.2 User can enter the date, start hour, stop hour, and then
press the load button to retrieve the records from the FDE history
database. NOTE: The records must be present in the DB for this
to work — i.e. the date and hour range must be valid.
4.7.3 User can use the transport buttons (rewind, pause, play,
fast forward) to control the replay. All events logged by FDE will
show on the CompassTrac Mobile TM map.
4.7.4 Users can select ALL, Groups, or Individual Vehicles for
replay.
5.0 CompassTrac MobileTm Removal
5.1 User shall be able to Un-Install the CompassTrac MobileT""
application by using the standard windows Add/Remove programs.
CompassCom, Inc.
Date
Accepting Customer Date
CompassTrac ATP Rev 4.0 (08-10-03)
INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE TERMS
OF THIS DISCLAIMER AND THE LIMITED WARRANTY UNDER THIS SECTION 5 DO NOT
AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE
SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY
LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY
COMPASSCOM'S NEGLIGENCE.
15. Third Party Warranty Terms.
Not withstanding anything herein to the contrary, for goods and components manufactured by
any third party, COMPASSCOM's liability under Warranty is expressly limited to the terms of the
Warranty by the supplier for such goods and components.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
and year first written above.
COMPASSCOM, INC. CITY OF FORT COLLINS
By: By: ` ,
Name: NamVJA^vf,S `v C-J\JC-C-,
Title: Title: <D4-- PU 2Cm-1.'—
�P2,�SIcd� G`T—
SERVICE AGREEMENT
This SERVICE AGREEMENT ("Agreement") dated the Es9Mayof Oeug t 004 is —
between the City of Fort Collins (hereinafter referred to as "Customer") operating as a City JBO CS
Government Entity, existing under the laws of the State of Colorado, having its principal place of
business at 625 9th St., Fort Collins, Colorado 80522 and CompassCom, Inc. (hereinafter
referred to as "CompassCom"), operating as a Corporation, doing business out of Centennial,
Colorado, organized and existing under the laws of the State of Colorado, and having its
principal place of business at 6770 S. Dawson Circle, Unit 1A, Centennial, Colorado, 80112.
1. Scope of Services.
Company agrees to provide services to Customer as set forth on Exhibit A attached hereto and
incorporated herein by this reference (the "Services").
2. Rates, Term and Payment Schedule.
Customer shall pay Company for providing the Services according to the rates and payment
schedule set forth on Exhibit B attached hereto and incorporated herein by this reference. Any
sum due Company hereunder which is not paid when due shall thereafter bear interest until paid
at a rate of 18% per annum, but in no event at a rate greater than that permitted under
applicable law. The term of this Agreement (the "Term") shall mean, subject to the other
provisions hereof, the period beginning on the date of this Agreement through the anniversary of
the date of this Agreement. The Term shall thereafter be automatically renewed (each a
"Renewal Term") for successive one-year periods until either party shall deliver to the other
written notice not less than one hundred and eighty (180) days prior to the end of any such
Term or Renewal Term, of such party's intent to terminate this Agreement as of such year-end.
3. Customer's Responsibilities.
a. Customer is responsible for ensuring that a representative of Customer is
available for consultation with Company regarding the Services during regular business hours.
In the event a representative of Customer is not available for consultation, the time for
completion of the Services may be delayed.
b. Customer is responsible for supplying Company, on a timely basis, with
such information and documents as are required by Company to perform the Services.
Customer shall supply company with required data as set forth on Exhibit A.
c. Customer shall perform such work and make all necessary arrangement
that may be necessary for Company to perform its work as detailed in Exhibit A.
d. Delays caused by failure of Customer to provide the necessary
documents or complete necessary work may result in Company adjusting the delivery schedule.
4. Schedule for Services.
The Services rendered under this Agreement shall be performed in accordance with the time
schedule set forth on Exhibit A.
Customer and Company shall complete Acceptance Test Procedures (ATP) as described in
Exhibit C. Exhibit D, and Exhibit E. Successful completion of ATP shall constitute final
acceptance by customer.
5. Limitations of Liability and Remedies.
NO OBLIGATION OR LIABILITY SHALL GROW OUT OF COMPANY RENDERING
TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SERVICES RENDERED
PURSUANT TO THIS AGREEMENT. COMPANY SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
EXCEPT AS PROHIBITED BY APPLICABLE LAW. IN PROVIDING THE SERVICES UNDER
THIS AGREEMENT, COMPANY SHALL NOT BE LIABLE FOR LOSS OF USE OR FOR
SPECIAL, INCIDENTAL OR ANY CONSEQUENTIAL DAMAGES OF ANY KIND. IN NO
EVENT WILL COMPANY BE RESPONSIBLE FOR LOSS OF DATA, LOSS OF STORED
MEMORY, LOSS OF USE OF EQUIPMENT OR PRODUCTIVITY, LOST PROFITS, COST
FOR SUBSTITUTE EQUIPMENT OR OTHER DOWN TIME COSTS FOR ANY REASON.
COMPANY SHALL ALSO NOT BE RESPONSIBLE FOR DAMAGE CAUSED BY
CUSTOMER'S NEGLIGENCE. COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S ENTIRE
REMEDY, RESULTING FROM ANY DAMAGES WHATSOEVER, SHALL BE LIMITED TO THE
TOTAL CHARGES PAID FOR THE SERVICES UNDER THIS AGREEMENT. SIGNATURE
AND PAYMENT BY CUSTOMER UPON DELIVERY OF SERVICES SHALL BE DEEMED AS
THE ACCEPTANCE OF COMPLETENESS AND ACCURACY OF DATA. ANY LIABILITY
RESULTING FROM USE OF DATA BECOMES THE SOLE RESPONSIBILITY OF THE
CUSTOMER.
6. Relationship of Parties.
Company, in performing the Services, is acting only as an independent contractor and nothing
contained herein shall be deemed or construed by the parties hereto, nor by any third party, as
creating the relationship of principal and agent, partnership, or joint venture.
7. Binding Effect; Assignment.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and permitted assigns. This
Agreement is not assignable by Customer without Company's prior written consent.
8. Entire Agreement; Modifications.
This Agreement is the exclusive and complete statement of the parties' understandings of this
Agreement, and shall supercede all prior understandings, whether oral or written. This
Agreement may be modified only by a writing signed by all the parties.
9. Counterparts; Facsimile.
This Agreement may be executed in two counterparts, each of which shall be deemed an
original and both of which shall constitute one and the same document. This Agreement may be
executed by facsimile signature, and a facsimile signature shall constitute an original signature
for all purposes.
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10. Section Headings.
The section headings of this Agreement are inserted for convenience of reference only and shall
not be deemed to be a part thereof or used in the construction or interpretation thereof.
11. Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be ineffective only to the extent
of such prohibition or invalidity, without violating the remainder of this Agreement.
12. Third Party Beneficiaries/Affiliates.
This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement
shall be deemed to confer any benefit on any third party. Notwithstanding the above, the
Customer under this Agreement shall include not only the specific agency executing this
contract but shall also include any other agency of the same governmental entity ("Sister
Agencies"). Upon request by a Sister Agency, CompassCom shall prepare Exhibits A, B, C and
D to cover the services ordered by such Sister Agency. Such Exhibits shall be attached hereto
and made a part hereof. By ordering and accepting the Services, such Sister Agency hereby
agrees to be bound by the terms and conditions of this Agreement as if it were the original
signatory to the Agreement.
13. Governing Law.
The terms and provision of this Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado and all parties hereto submit to the jurisdiction of the state
and federal courts in the State of Colorado and to venue in Arapahoe County, Colorado for
purposes of any action or proceeding arising out of or related to this Agreement.
14. Limited Warranty.
COMPASSCOM warrants for a period of ninety (90) days from your date of purchase that (i) the
media provided by COMPASSCOM, if any, on which the Software is recorded will be free from
defects in materials and workmanship under normal use, and (ii) the COMPASSCOM Software
will substantially conform to COMPASSCOM's published specifications for the Software.
COMPASSCOM's entire liability and your sole and exclusive remedy for any breach of the
foregoing limited warranty will be, at COMPASSCOM's option, replacement of the media, refund
of the purchase price or repair or replacement of the Software.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY COMPASSCOM
AND COMPASSCOM AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, CONDITIONS OR OTHER
TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING
WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST
INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST
INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE TERMS
OF THIS DISCLAIMER AND THE LIMITED WARRANTY UNDER THIS SECTION 5 DO NOT
AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE
SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY
LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY
COMPASSCOM'S NEGLIGENCE.
15. Third Party Warranty Terms.
Not withstanding anything herein to the contrary, for goods and components manufactured by
any third party, COMPASSCOM's liability under Warranty is expressly limited to the terms of the
Warranty by the supplier for such goods and components.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
and year first written above.
COMPASSCOM, INC.
By:
Name:
Title:
CITY OF FORT COLLINS
By: C '
Na . - S t� ("wC.C4 ( i
Title: QSc�<--.,,c pb'ZQV�
Scope of Services
Upgrade of Legacy Orbital AVL System Project
CompassFDETM, CompassWorksTM and
CompassTracTM Mobile
Automatic Vehicle Location System
Prepared for
The City of Fort Collins
Colorado
August 6, 2004
compasscom
6770 South Dawson Circle, Unit 1 A
Centennial, CO 80112
Phone: (303) 680-3221
Fax: (303) 766-2488