HomeMy WebLinkAboutContracts & Agreements_81-2004_CCv0001.pdf 401 Water Tower Circle
Colchester,VT 05446-1928
Systems Fax:
802-655-4400
Fax: 802-655-4401
& Software www.ssiutilitysuite.com
INVOICE 200430
ANNUAL SOFTWARE MAINTENANCE & SUPPORT CONTRACT
Systems&Software, Inc. ("S&S")agrees to provide to the licensee named below(the"Customer")and the Customer agrees to accept,on the following
terms and conditions, maintenance, approved enhancements, custom programming (quotes) and support services, with reference to the Licensed
Software(as such term is defined below)installed at the Customer's site. The term of this Agreement is from May 17,2004 to December 31,2004. If
the Customer has entered into a Software Maintenance & Support Contract with S&S that covers a term longer than one year, the Customer
acknowledges that this Agreement reflects only the one-year period stated above. No portion of the fee is refundable,even if the Customer ceases use
of the Licensed Software prior to the end of the term.
Customer No: 13000 Customer Name: CITY OF REDLANDS
Installation Site: REDLANDS, CA Address: 35 CAJON STREET
Contact: JANET MILLER Address: SUITE 15-A
Telephone: 909-798-7698 City/State/Zip: REDLANDS, CA 92373
Description of Licensed Software and Services Maintenance Fee
CIS-MULTI (5/17/04-12/31/04) 43,915.63
3RD PARTY MAINTENANCE (9/15/03-12/31/04) 12,044.79
AIX SUBSCRIPTION & SUPPORT (9/15/03-9/15/06) 3,562.00
CUSTOM INTERFACES (5/17/04-12/31/04) 5,625.00
TOTAL MAINTENANCE FEE 65,147.42
The Customer agrees that the annual maintenance fee includes the services specified in Attachment A for the term specified and,furthermore,agrees to
all the terms and conditions stated on the next page. The Customer agrees to submit a Software Request Form (available on S&S's website)for any
and all installation requests.
Your signature below constitutes acceptance of the fees specified above, and all other provisions of this Agreement. After the term expires,an Annual
Software Maintenance & Support Contract (in S&S's then-current form) is required for the continued use and support of the Licensed Software.
FAILURE TO PAY THE ANNUAL MAINTENANCE FEE RESULTS IN TERMINATION OF THE CUSTOMER'S LICENSE TO USE THE APPLICATION
SOFTWARE.
THE PARTIES HAVE READ THIS AGREEEMENT, INCLUDING ALL PAGES ATTACHED HERETO, AND AGREE TO BE BOUND BY ALL ITS
TERMS AND CONDITIONS. THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY DULY
AUTHORIZED REPRESENTATIVES OF BOTH S&S AND THE CUSTOMER.
SYSTEMS&SOFTWARE,INC. CU8 R
SIGNATURE ( ,t C� -t�. DtiS�t tl_J SIGNATURE {/.ij Alull
Title Controller Title Su/san Pepvler, Mayor
Date May 17,2004 Date June 1 , 2004
Attest:
L r i e Po
ity Cler
1. DEFINITIONS: 6. MAINTENANCE AND SUPPORT SERVICES: S&S shall perform
corrective maintenance as specified in Attachment A. S&S shall
A, "Application Software" shall Manan the enQuesta UtilitySuiteTI, provide corrective maintenance from its business premises via the
softwrare or the MUPS software licensed by S&S to the Customer. technological means and in the manner set forth in Attachment A,
S. "Attachment A;, means Attachment A to the Annual Software The Customer is responsible to provide access capability to allow
Maintenance & Support Contract, which provides guidelines and S&S access into Customer's information system as set forth in
policies relating to maintenance and support services. Attachment A. Corrective maintenance will be provided only for
Attachment A is attached hereto and incorporated herein and the current version of the Application Software and the most
forms part of this Agreement, recent release just prior to the current version, Corrective
C. "Documentation" means all materials relating to the Licensed maintenance will be provided solely if the Application Software is
Software consisting of tangible, human-readable !materials riot functioning in accordance with its design specifications. in the
containing information developed for use in con unction with any event that Customer desires a different functionality, such
component of the Licensed Software, including,without limitation, requests for changes are not covered under the fee set forth on
manuals,user documentation,and training materials, the front page of this Agreement, if the Customer elects to cease
C. "Information System Agreement" means the base contract, if maintenance support on particular line items or modules, the
any, between the Customer and S&S relating to installation of an Customer must pay for all prior annual maintenance fees that
information system by S&& were not paid if it desires to reinstate the particular application,
E. "Licensed Software"means the Application Software,operating S&S is not required to perform corrective maintenance with
system software,and third-party software listed on the front of this respect to Application Software malfunctions caused by (i)
Agreement. The Licensed Software does not include the source Customer's modifications to the Application Software unless
code. performed at the direction of S&S: (i€) Customer's failure to use
2. LICENSE: S&S grants to the Customer a nonexclusive and updates, enhancements or program error corrections: or (iii)
nontransferable right and license to use the Licensed Software Customer's failure to use the Application Software in accordance
solely for the Customer's internal business purposes In with this Agreement or the Information System Agreement.
accordance with the provisions of the information System 7. MODIFICATION SUPPORT: The Customer may request
Agreement, if anyunless otheriise specified in an lmormation modifications to the Application Software as set forth in
System Agreement, (a)if the Customer experiences any increase Attachment A.
in its metered account volumes beyond five percent per year,then 8. DISCLAIMER OFWARRANTIES; NO LIABILITY: S&
Customer must pay additional license fees to S&S, such DISCLAIMS AND EXPRESSLY WAIVES ALL WARRANTIES,
Ai TIES,
additional fees to be negotiated in goad faith: and (b) if the EXPRESS AND IMPLIED. INCLUDING WITHOUT LIMITATION
Customer experiences any growth,regardless of the amount,due ANY IMPt IED WARRANTY OF FITNESS FOR A PARTiCULAR
to the purchase of or merger with another entity or due to PURPOSE, UNDER NO CIRCUMSTANCES SHALL S&S BE
circumstances outside the ordinary course of business, then LIABLE FOR ANY D112ECT SPECIAL, INDIRECT,
Customer must pay additional license fees to S&S. such CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF
additional fees to be negotiated in good faith, The license granted ANY KIND INCLUDING, BUT WORK STOPPAGE,
TO, DAMAGES
try Customer shall be automatically revoked at such time as(i)the FOR LOSS OF PROF!T1. YY
S; S OPPAGE, SYSTEM
Customer ceases to use the Licensed Software; (ii)the Customer FAILURE OR MALFUNCTiON, LOSS OF DATA, OR ANY
cancels this Agreement; or (iii) the Customer breaches this OTHER DAMAGES Cit': LOSSES IN CONNECTION WITH TIME
Agreement in such manner that adversely impacts S&S's USE OF THE UCENSED SOFTWARE OR OTHERWISE, EVEN
proprietary rights in the Licensed Software, IF S&S HAS BEEN ADNASEC OF THE POSSIB LI TY OF SUCH
. OWNERSHIP SHIP C F APPLICATION SOFTWARE: The Customer DAMAGES,
acknowledges and agrees that S&S shall Have and retain sole 9. REQUIREMENTS UPON TERMINATION F LICENSE: At such;
and exclusive ownership of ail right,title and interest in and to the time a the license fon than Application Software terminates, the
Application So= rare, including ownership of all trade secrets and Customer shall cease use of the Applic=ation Software and return
copyright—s pertaining thereto. The Customer further agrees haat to S&S or destroy ,ail copies of the Licensed Software and all
S&S shall have so•e ownership of all improvernents and Documentation in the Customer's possession or under its control.
modifications made to the Application Sostiva,re, including,without Within telt(10)business days after termination of said license,than
limitation, those made in connection with modifications or
Customer er shall send written confirmation to S&S, by fest-class,
irnprovernents to benefit tete Customer, regardless of whether certified trail, return receipt requested, that Customer (it has
such i ipraver}exits and modifications are made by S&S alone or completed such destruction or return of the Application Software
together with the Customer or third parties. and Documentation (ii) has not permitted any improper
. COPYING OF APPLICATION SOFTWARE PROHIBITED: disclosure, use of or access to that Application Software or
Customer may prepare one copy of the Application Software for ocurnentation; (iii) acknowledges and agrees that Customer
backup purposes only; provided that the backup copy may be remains bound by the confidentiality provisions set Forth in
used only during the term of the license and the copy shall be Section 5 above. Customer agrees that S&S shall have the richt
destroyed or returned to S&S upon termination of the license. to disable the Application Software upon the termination of the
The Customer may prepare a reasonable number of copies of the license: provided that S&S shall not disable the Application
Documentation for internal use only: provided that the copies of Software if the Customer is contesting the termination in good
Documentation may be used only during the term of the license faith and the Customer continues to pay all fees required by this
and the copies shall be destroyed or returned to S&S upon Agreement and any Information System Agreement when due..
termination of the license. Customer shall not have the right to 10. INCONSISTENT PROVISIONS: In the event that provisions in
prepare any archival copy of the Application Software or this Agreement are inconsistent with corresponding provisions in
Documentation. the Information System Agreement, the provisions in this
5. CONFIDENTIALITY AND NONDISCLOSURE: Customer Agreement shall govern. Corresponding provisions in the
acknowledges that the Application Software constitutes trade Information System Agreement and in this Agreement that
secrets of S&S and acknowledges that the Application Software provide more detail or result in greater protection to S&S shall not
and Documentation are confidential and proprietary property of be deemed to be inconsistent with each other:only provisions that
S&S. touring the term of this Agreement and for a period of five are in direct conflict with each other shall be construed as
(5) years thereafter, Customer agrees (i) to limit access to the inconsistent provisions.
Application Software, Documentation, and any other confidential 11. MISCELLANEOUS: In the event that a particular provision of this
information of S&S (including, without limitation, any information Agreement is found to be in violation of any applicable lair,each
marked 'C;onfidentiai" by S&S) to only those employees who such provision shall he enforced only to the extent it is not in
require access thereto in order to use the Application Software for vio=lation of such law or is not offienorse enforceable;and all other
permitted purposes; (ii) not to make available or disclose the provisions of this Agreement shall remain in full force and effect.
Application Software or other confidential information of S&S to Unless others ise specified in an Information System Agreed-exit,
anyone without prior written consent of S&S. and (iii) to take all this Agreement shall be governed by the laws of the State of
reasonable precautions to maintain the confidentiality of the Vermont,without giving effect t>the principles of conflicts of la gs,
Application Softiwwa; Documentation,ocumentation, and other confidential
informahon of S&+.g, employing at least those precautions which
tate Custorner employs to protect Its awry information of a similar
nature.
Attachment A
2004 Annual Software Maintenance & Support Contract
A. Please review the following information:
F-1 Your organization's 2004 Annual Software Maintenance & Support Contract (ASK4&SC) is
attached.A signed copy of the 2004 Contract is due at Systems&Software's(S&S)offices and is
payable byJanuary 1. 2OO4.
.0 This document io the 2OO4Attachment Atothe Annual Software Maintenance & Support
Contract. It governs use of the UdlitySu/bmrw app|icoUonu, and outlines the guidelines under
which Systems& Software provides support to its customers for the 2004 calendar year.
B. Contractual Considerations:
Under the support umbrella concept,the plan for 2004 again reflects one maintenance contract, inclusive of
Systems& Software Uti0(ySu/b» (MLPSorenC2uesta Ltil/tySudeTM)software maintenance, Ub0tysu/b*
telephone support,Query/Report Writer how-to telephone support (Computer Associates'IQ character/text-
based version for AIX,Cognos' Impromptu,or Computer Associates'E U RE KA:Reporter for the UtilitySuite
*xt-baaedveraionforA|X.Cognos' |mpnom[tu.orCompu0erAaaooiehee'EUREKA:Report*rfortheUt8/tySude
relational database oo|uUnno), and support for CIS-based customer letter generation customization or
changes.
Please see notes ofclarification for this policy under items E. What/sCovered under the Annual Software
Main*nanne&5upport Contract and F. What Guidelines Govern the Annual Software 8Va6ntenance&
Support Contract,aathere are exceptions hothis umbrella support plan.
Your 2004 contract may reflect billing for third-party products which were put into use by your organization in
2003,but which were not invoiced with the 2003 Annual Software Maintenance&Support Contract. In these
cases,your 2O04contract may include uprorated portion of2O03billing. |nessence,you'll see greater than
12months ofmaintenance. Or,if third-party products will be put into use by your organization on some date
after 1/1/2O04. you will see aprorated (less than 12months)figure for 20O4.
If your organization's initial contract with S&S was signed in 2003, your 2004 contract will be prorated for a
portion of the 2004 calendar year,depending on your initial contract with S&S.
Annual maintenance fees for your organization reflect your support use,the number of UtilitySuite operators/
users/"total data access points"(including UtilitySuite product users;ad hoc query personnel;PhoneTouch or
WebTouch database access;access from other PC desktops such as banking/ACH PCs, hand held meter
reading PCs;and so forth)we support,the volume of implemented business concepts we support,the volume
of licensed UtilitySuite applications,the number of"metered"or"monthly billed transactions"customers your
organization supports with the licensed UtilitySo/beepp|icationo. the number ofsupported/ programmed
interfaces S&S supports. the contract S&S signed with your organization at the commencement of the
business relationship and other annual contractual provisions which exist.The"technical support coverage"
line item reflects the number and size of installed servers running or used by UtilitySuite; the relational
x01Water Tower Circle
SMY Colchester,vTo544e
Systems www,ssiutilitysuite.com
&Software p: 802-655-4400
f: 802-655-4401
Cowr|oEwT|AL Page 12/18/03
Attachment A
2004 Annual Software Maintenance & Support Contract
database mdubnn in use; and other technical or 3m party support requirements unique to a ouetoxno/u
implementation. Use of the UtilitySuite licensed business applications requires payment on an annual basis
ofAnnual Software Maintenance&Support fees.
C. Did Your Organization Purchase an S&S EMO(Extended Maintenance Option)for the UtilitySuite
Applications?
If your organization has prepaid a portion or all of its Annual Software Maintenance&Support Contract for a
specific period, the date through which the specific contract line items were paid is shown on the contract.
Some line items on your contract for which an EMO was not applicable, such as third-party query products,
database products, or Micro Focus runtime products,will be shown and are due on an annual basis.
D. Third-Party License Maintenance:
Third-party application maintenance fees commence at varying times based on vendor guidelines. Some
commence one year from the effective date of the con(mct, and some commence eadier, such as most
products from IBM,Oracle or Cognos,which commence immediately at the time of purchase or installation.
Others are handled onecontract basis enincurred. Examples ofthis would include upgrades ofIBM's AIX
operating system.
Third-party vendors with whom S&S is associated or whose products we use as part of our umbrella support
concept may change their policies otany time, and their maintenance policies are therefore adhered (o
accordingly.
Customers who utilize IVR/ |VVR (PhoneTouch/ VVebTnuoh) offerings from Frank Solutions, a Division of
govONESolutions(Frank Solutions) may have their annual maintenance for the respective Frank Solutions-
licensed so0wana.semic*m.mrhardwarepnuduotoinvmio*ddinact|yhnmFrankSo|utiono. |nother cases,S&S
will invoice Frank Solutions' portion of the annual contract(though Frank Solutions' portion will be invoiced
separate from the main annual invoice customers are accustomed to seeing).S&S will always invoice the S&S
UtilitySuAn licensed portion of the |VFU |VVR (PhonaTouuh/ VVebTouch) solution on part of the Annual
Software Maintenance&Support Contract.
E. What is Covered Under the Annual Software Maintenance&Support Contract?
The Annual Software Maintenance&Support Contract reflects coverage for and ininclusive ofthe items
listed below:
/. License kruse the UtifitySwitobusiness application. As licensed business software solutions,
maintenance must bepaid annually inordertocontinue use ofthe UtififySuite(MQ9S orenQuestm
Uti8b/3m/te)licensed business products.
*o1Water Tower Circle
Colchester,vTo54*o
Systems wv,/w.ssiutilitysuite,com
&Software p: 802-655-4400
f: 802'655-4401
onwnoEwT|AL Page 12/18m3
Attachment A
2004 Annual Software Maintenance & Support Contract
2. Authorization to receive support services for the products referenced in this section from S&S for the
calendar year, January through December 2U04.
3. A new /n6eaoo of the licensed UdlitySuite application uuftwane, when such application software
release becomes generally available and o separate upgrade engagement has been established
between S&S and the customer. The primary feature of our ASM&SC is that the licensed
software application is not bou-qht multiple times, customers license the "api3lication"once,
This holds true even with the migration path from K8UPS toenQuesta Ut///tySu/be and to other
future versions thereof. This support criteria applies tothe application software itself;the range of
systems support services associated with deploying production Util/tySuiteooftworo are handled
under a separate fixed-contract.This separate services contract may include converting/migrating a
customer from one version of UtilitySudnto anothor, performing assurance testing, performing
interface testing, training customers on new versions of the application softwaro, or purchasing
additional hardware orthird-party software products.
4. Fixes, error corrections, or corrective procedures for the supported versions of Ut8itySude (the
current version and the most recent release just prior to the current version of the application).
5. The cost of media,postage,mailing, telephone,modem,and Internet support to distribute or support
existing or new releases. S&S asks that media used to distribute updataa, oorrodiona, or new
releases are returned 0oS&S upon loading said object code. See the KzSoxannouncement from
200/'requesting ofall customers that Internet access, for 3&S'oupportofyouraoouuntisprovided,
Required for enQuesta Util itySuite, all customers using this product must provide VPN access to
S&S/norder hzsupport the product and Oracle database.
G. New documentation or Meta data (KmowladgeBama/Cabslog'enC)uauba Query Layer(eOL)ldata
dittiona0/de/a/l).momudeovai|ab|ebymodu|e. S&S understands that due(othe customized nature
of the various applications for customers,and the speed with which refresh updates or new releases
are developed and/or deployed,that customers may not always have documentation which exactly
applies to the version they are running. Customer practices nhnxv, and our expectation is, that
customers rely on the on-line help text and guidelines, and/or call the Customer Support Desk for
clarification and verification.Module documentation and Meta data information ionow deployed only
vie Systems & Software's customer website, at . This wil/be for
&VWPS System 6.8 orlater versions only(enQuesta UtilitySuiteTm is considered a"later"version).
These PDF-based documents are updated onanongoing basis.
7. CIS-based customer letter generation reflects the need to support the integration ofUtil/tySuitm
applications,such as Work Orders,Customer Service Orders,Customer Letter Correspondence,or
Cross Connections,ioanassociated tool. S&S will under this support contract assist customers with
routine letter orWork Order/Customer Service Order document maintenance.
4o1Water Tower Circle
Colchester,vT054+n
Systems MLA���
&Software p: 802-655-4400
f: 802-655-4401
comrmswT|^L Page /21/8/03
Attachment A
2004 Annual Software Maintenance & Support Contract
8. Support related hoitems that are normally charged but are minor innature mmybovmivodsu|elyst the
discretion ofS&S. These might include restoring processes and/or data that were corrupted due to
operator error, minor changes to a bill print format, etc. These will be judged based upon the
magnitude ofthe work bobaperformed and the frequency ofoccurrence.
Q. Attendance, training and hospitality events at no cost(no registration fee)for customer employees at
Customer User Conferences, when held. Travel,lodging,meals,and other associated fees would be
at the customer's expense. Due to the market and competitive nature of the S&S Wt8itysuite
products,non-customer personnel may attend only upon written request,and S&S reserves the right
torefuse attendance atcustomer conferences tonon-customer attendees. Afee of$2.5O0per day
per non-customer attendee will apply,if such non-customers are authorized to attend.In some cases,
customers may berequired Vosign non-disclosure statements atsuch events.
10� Periodic Training Classes are scheduled to be conducted at S&S' offices in Colchester, Vermont.
These educational offerings can be used to update and refresh user personnel from your organization
in the use of popular modules and processes that have an appeal to the largest number of customers
such as Navigation, Bi||inO, Cnmdit&CnUeotiono, Work Orders, FMS, oto. S&S will take input from
Executive/ User Forumo, Customer Listening visitn, uunmyo, and requests made through our
Customer Service Department,website,and account representatives.
11. Periodic informational announcements or newsletters covering new announcements, Lt8/t/8uite
enhancements,hardware and third-party software issues,vendor relationships,new technologies or
technical considerations, new product announcements, and other related topics.
12. The latest levels of IQ character for AIX(non-database customers), EUREKA:Reporter(formerly
called IQ/Objects) or Cognos Impromptu andlor PowerPlay(both for database customers), IBM s
UniData products, Micro Focus'Server Express Runtime Licenses(assuming the initial upgrade to
Server Express was paid under separate contract), Ancon&a/'s Qata3tagm (for S&S' UtifitySude
Decision Support Solution (DSS) data warehousing offering), enONesta Ub0gSu/he client or
middleware components,or other third-party software products or vendor products which are invoiced
on the Annual Software Maintenance&Support Contract,or as these products become available from
the respective vendors. Agmin, deployment ortraining services for such are handled on o fixed-
contract basis.
ixod'oontractbeoin. Products not shown as line items on the Annual Software [Wainbynonce & Support
Contract may be upgraded for a fee as made available by the application vendor or may be invoiced
separately from the Annual Software Maintenance&Support Contract.
13. Support of selected technical aspects of the umbrella support concept relationship with S&S,such as
print queue support; support of the Micro Focus runtime environment; how-to AIX systems
administration task support; miscellaneous |BK4 pS*hee. formally RS/6000. (or key peripheral
component,such as tape drive or disk subsystems)or operating system malfunction support;UniData
or Oracle database tuning/ performance tuning support; and data backup and restoration support.
*o1Water Tower Circle
Colchester,vTo54*e
-stems www.ssiutilitysuite.com
mSatoare p 802'*55~4400
f: 802'655-4401
CONFIDENTIAL Page 12/18m3
Attachment A
2004 Annual Software Maintenance & Support Contract
This support does not replace the availability tocustomers ofservices such aaConsultLinoor
SupportLine, both from IBM. (These services provide round-the-clock, specific coverage for topics
ranging from AIX,hoPrinter support,hnHACK4Paupport). Further,this service does not suggest that
S&S is performing proactive systems administration for customers.Basic systems administration is a
customer responsibility under our relationship.
14. Technical Configuration&Performance Documentation containing details surrounding the server will
be provided. This shall include details about what hardware is installed including: pnnceaoom.
memory,disk,and tape drives. Other topics include:O@level,kernel changes,user security,printers,
network configuration, paging space, and scheduled jobs. Appendices display contents ofspecific
files for use ua reference.
It will also include a snapshot of performance statistics that can be updated on request. With periodic
measurements of system performance metrics captured,trends can be observed to be used to assist
in working on possible problematic areas(disk space/1/0,memory,processors,database,etc.). The
goal on proactive basis would b*topotentially eliminate problems before they become significant
issues.
F. What Guidelines Govern the Annual Software Maintenance&Support Contract?
1. Under this contract,customers will receive unlimited daytime phone,modem,internet,and fax support
for areas related to the operation of all licensed Ut0itySude modules under the supported version
(i.e.,the current version and the most recent release just prior to the current version of the application)
ond.momnpecifioa||y.forthebuoineaoprnoosoam/featuraewhinhareauuommodatedbyUt0dySu/be
applications that are already in production use or are already in place. UtilitySuite applications may
have the capacity or inherent functionality to serve many business or customer-specific functions that
may not bminproduction use within your organization. |fanorganization decides atolater date to
make use of a new feature or business process, this would be clearly defined as"new"work which
would be supported under separate fixed-contract, not"how-to"support for an existing business
p»no*nn.
This support is limited to operators who have been trained by S&S personnel or other certified trainers
under the"Train the Trainer'concept,and who have ownership for and a clear understanding of the
applications and issues for which they are requesting support on the current UtilitySuite release.
Support activity via the Customer Support Oamk from new personnel will indicate the ootuu|
capabilities or level of training now personnel have received. This information will be shared with
customers and, if necessary, related services will be contracted for separately outside of the Annual
Software Maintenance Support Contract.
How-to phone support would generally entail a 1/2hour call or less(this duration certainly may vary).
Faxes, phone calls or e-mails which result in extended, or even multi-hour, phone conversations or
4o1Water Tower Circle
Colchester,vTn5448
Systems www.ssiutilitysuite,com
&Software p: 802-655-4400
f: 802'655-440/
oownoEwT/AL Page 12/18m3
Attachment A
2004 Annual Software Maintenance & Support Contract
work effort would be handled separately on a fixed contract basis. Possible examples would be.-
several
e:several analysts'subsequently providing'`x"number of hours assisting with implementation of"new"
work (such as discussion/ implementation of new Work Order types, a new Chart of Accounts, or
implementation of a new business process that the application supports, such as ACH, an AMR
solution, or a new interface). Other examples may include but are not limited to: fixing incorrect
operator procedures, training new or existing staff over the phone, assistance with balancing or
bookkeeping, setting up training databases and training operators, performing work or services for
organizations whose key individuals are out of the office,writing custom scripts or programs to resolve
customer issues not caused by UtilitySuite, and other support items of this nature.
This scope of work would clearly be defined as "implementation of new business processes" or
"consulting outside of`how-to'telephone support".
2. IQ character for AIX and EUREKA:Reporter or Cognos Impromptu(for database customers)support
includes how-to, report writing question/answer, KnowledgeBase/ Catalog/ Meta data/eQL/data
dictionary maintenance,and the like,following criteria described in item F.1. What Guidelines Govern
the Annual Software Maintenance & Support Contract, above. Exclusions would include calling
support staff to have them write or design custom queries, reports, scripts, or file output/transfer
routines. Specifically in this area,the assumption is that personnel writing reports or creating queries
have been formally trained by the vendor(Computer Associates or Cognos,for example),and have
demonstrated an excellent understanding of the UtilitySuite table structures,the standard reports,the
business in general, and the technical issues surrounding querying,file transfer,desktop tools, and
file/table formatting. It is also assumed that personnel writing reports have spent time with S&S at
such time an upgrade or new installation was performed, such that the users are experienced with
other tools-related topics, such as drivers, host connectivity and advanced functions. Knowledge of
the UtilitySuite applications at a functional/ data table level is of paramount importance to
successfully use ad hoc query tools.
It is highly recommended that organizations appoint a core group of persons to become entirely
familiar with all aspects of the UtilitySuite applications and the KnowledgeBase/Catalog/Meta data/
eQL/ data dictionaries, such that these individuals become the "go-to" personnel within the
organization.
3. CIS-based customer letter generation and Work Order/Customer Service order printing reflects the
need to support the integration of UtilitySuite applications,such as Work Orders,Customer Service
Orders, Customer Letter Correspondence, or Cross Connections, to an associated tool. S&S will
under this support contract assist customers with routine letter or document maintenance.Work on a
magnitude of documents or wholesale change out of business logic or text with regard to Work Order
design/templates would be handled under separate engagement.Customers are encouraged to use
S&S services under this contract to keep customer letters up to date,unless customers have chosen
to "certify" a member of their organization to modify/ update customer-related correspondence
401 Water Tower Circle
Colchester,VT 05446
Systems wwww.ssiutilitvsuite.com
&Software p: 802-655-4400
f: 802-655-4401
CONFIDENTIAL Page 6 12/18/03
Attachment A
2004 Annual Software Maintenance & Support Contract
functions.
4. Telephone Customer Support Desk support services and hours of availability are weekdays from
8:00am to 5:00pm,customer local time,excluding Holidays and other posted exceptions,unless other
specific contractual arrangements have been made with your organization. 24x7pager support io
offered for selected contractual situations(if your organization has such coverage,it is noted as a line
item on the ASM&SC);pager support reflects coverage for UtilitySuite-related emergency situations
only. Unless covered under a separate arrangement, support provided outside these hours will be
invoiced at the off-hours support service rate as referenced in item F 7. What Guidelines Govern the
Annual Software Maintenance&Support Contract, below.
5. Items excluded from this plan include: training ofnew operators;consulting,hardware orsite planning
and infrastructure support; Value Added software support (for applications other than those
referenced in Section E.9.);or any topics generally considered to be"new business". This time would
bebilled separately under oseparate fixed-price agreement.
Also excluded from this plan are Windows and other PC desktop systems support;communications or
infrastructure support; support of situations which reflect your use of third-party vendors over which
S&S has no direct responsibility,such as bill-print houses,banks,AMR vendors,or other such third-
parties. The range of possibilities in these remaining topic areas is too great to formulate a fair and
fixed-fee"technical support"aspect ofthe annual plan. Aasuch, S&S supports this area onafixed
fee buain, assuming specific work scope can be defined in advanoe, as inournsd, and regrets any
budgeting inconvenience this may cause. For the vast majority oftechnical orthird-party situations
which arise,S&S believes this method to be the fairest way to support customers in areas overwhich
S&S has little, ifany, responsibility orsystematic controls.
S. Outside of Systems Support Services covered under the Annual Software Maintenance & Support
Contract as reflected herein,all other Systems Support Services in 2004 will be invoiced at the rate of
$16ODOper hour,with eminimum 1/4hourcharge. Off-hours(5pm-8am.orholiday/weekend)support
will beinvoiced et$32U8Uper hour. Involvement ufother vendors,whose services may borequired,
in concert with or outside of work with S&S, shall invoice directly or through S&S at their own rates.
An example would be billable services through IBM Corporation,for AIX SupportLine or Consulti-ine
charges.
Given that the range of systems support services generally reflects multiple S&S parties performing
work prior to, during, and after the "face to face" customer engagement, daily rates or per-student
charges may apply for some ranges of support services, including training classes. These shall be
determined at the time of contracting and are subject to change atany time, depending on the
scenario orthe value-ad proposition tothe customer.
7, All other 8iil/tysmiteor non'Util/tySa/te-ns|utmd support services, preparation time, consulting,
401 Water Tower Circle
Colchester,vTn5^46
Systems www.ssiutilitysuite,com
&Software p: 802-655-4400
f: 802-655-4401
cownoEmT|AL Page 12118m3
Attachment A
2004 Annual Software Maintenance & Support Contract
analysis,travel,or telephone and modem support issues will be invoiced on an a fixed-price contract
basis as incurred. Every attempt shall be made by the Customer and S&S to understand, scope,
define and have customer acceptance for work scope under a fixed scope/price scenario prior to
work commencing. Issues that S&S determines require extended support or support of third parties
for resolutions to customer issues will in some cases be turned over to the appropriate third-party.
(IBM AIX Support,for example, may be contracted on behalf of customers to conduct performance-
tuning testing on their RISC System/6000s). Areas identified as those which would best be handled
by third-parties will, time permitting and assuming a customer representative is available who has
ownership for the issue, be discussed with customers prior to arranging the service.
& In an effort to limit the volume of application software change requests from customers in 2004 due to
the inherent risk to customers in requesting custom modifications to versions of MOPS UtilitySuite
that are in "maintenance mode" (as new release level code cuts to MOPS v7.7 and/or enQuesta
UtilitySuite have already occurred), minimum systems support services engagement charges, as
reflected by the number of metered accounts your organization serves, shall accompany any
requested modification to MUPS v7.7 or greater(customization/modification has already ceased
for prior MUPS versions,per Announcements 2000-03 and 2000-03B),if such requested change
is agreed to by S&S. Requests for custom development made beyond code cuts to newer release
levels will,depending on the nature of the change request,have to be redone at customer expense at
such time the customer upgrades to the new level. Changes made to the baseline code for all
customers prior to the code cut to a new release will of course be made available to all customers
without additional charge under the Annual Software Maintenance&Support Contract program.
9. Administration:
a. Customers are responsible for ensuring supported staff members are aware of these policies and
procedures. A request for support from a customer assumes an understanding on the part of the
customer of said policies and procedures.
b. S&S asks that customers appoint a key individual (or select, core group of key individuals)
through whom all support calls/requests will be sent in order to eliminate duplicate calls and/or
faxes or e-mails. The Customer Support Desk format relies upon an initial call being made with
detailed verbalization of the issue being submitted,with specific backup material being faxed or e-
mailed. The critical nature of the Customer Support Desk call will be measured via the call and
the conversation that ensues, not by the information faxed or e-mailed. It is imperative that
customers originate or follow up requests with a telephone call. Also indicate a
prioritization level.
S&S' objective is to ensure that customers be fully satisfied at all levels of the interaction, each
and every time customers engage Systems&Software. Unless there is already an open work
order which was correctly initiated via the Customer Support Desk, correspondence sent to
401 Water Tower Circle
Colchester,VT 05446
Syms: www.ssiutilitvsuite.com
&Software p: 802-655-4400
f: 802-655-4401
CONFIDENTIAL Page 8 12/18/03
Attachment A
2004 Annual Software Maintenance & Support Contract
specific support individuals will NOT be forwarded to the Customer Support Desk for logging.
With the objective being quick, correct and efficient resolution to customer issues, resulting in
high levels of customer satisfaction,customers must submit all correspondence to the Customer
Support Desk, not specific staff. Send your support issues to fax: 802-655-6570 or e-mail:
support(a)ssiutilitysuite.com. support(ossiutilitvsuite.com is the only authorized"support"email
address; please do not forward correspondence to individual email addresses, even if those
personnel may be part of the Customer Support Desk staff group.
We ask for your assistance in not circumventing the routing and support system;this is in place to
ensure that all customer issues are logged and tracked centrally, and is essential in ensuring a
high level of customer satisfaction.We thank you in advance for your cooperation.
Requests are also accommodated through our customer website, www.ssiutilitysuite.com/
customer. Again,please precede or follow-up your submittal with a telephone call and indication
of prioritization.
c. Questions related to invoices outside of the Annual Software Maintenance&Support Contract
should be addressed in writing to the S&S Finance&Accounting Department within 10 business
days of receipt of invoice in order that 30-day accounting cycles may be accommodated. Invoices
are payable upon receipt.
d. Verbal or written requests for changes or enhancements to application software which is in
production use by your organization are not considered"support"items and therefore should not
be requested via telephone from support personnel via the Customer Support Desk.Such"new"
enhancements or custom requests must be in writing using the Software Request Form,which
can be downloaded from our customer web site, at www.ssiutilitysuite.com/customer. Please
mail or fax all hand-written Software Request Forms to the Customer Support Desk,or submit the
request form electronically via our website.Once received,they will be routed to the appropriate
parties. If your organization is more than one release level behind the"most recent UtilitySuite
version,"again note that only in the most critical of situations is S&S likely to accept the custom
request. Having migrated to the most recent level of the UtilitySuite application assures
customers that S&S is likely to accommodate business change requests.
This process should be used judiciously to the extent that incoming requests should be"signed
off' by the appropriate parties at the customer location in order to maintain control and
understanding of the enhancements or custom modifications that have been requested.
e. S&S requests that in cases of specific custom requests (modification; customization; new
features;new interfaces;and enhancements to subcontracted solutions, such as PhoneTouch
and Web Touch via Frank Solutions)from a customer,the entire written scope of such request
accompany the inquiry. A work order will be created such that S&S can log the request and
401 Water Tower Circle
Colchester,VT 05446
ms www.ssiutilitysuite.com
&Software p: 802-655-4400
f: 802-655-4401
CONFIDENTIAL Page 9 12/18103
Attachment A
2004 Annual Software Maintenance & Support Contract
pursue the engagement on behalf of the customer. S&S shall then validate the written scope
document.Ascertaining and validating work scope can consume a significant percentage of the
overall engagement and is a critical factor in ensuring overall customer satisfaction with any such
custom engagement. Engagements shall in some cases be forwarded just to scope work; the
actual work,if accepted,would be handled under separate engagement.
f. Support plans shall continuator be modified in order to support customer requests and feedback.
10. It is required that all customers provide the requisite number(at least ane)of dedicated asynchronous
modem access lines(with modems)such that S&S can support customers on a 247 basis,if needed.
It is expected that S&S not be required to call the customer to have modem access activated in any
manner,as it may cause significant delay in issue resolution.In addition,it is requested that for those
who have direct Internet connectivity that S&S be given inbound internet access (from S&S to
customer) and outbound FTP and telnet access(from customer to S&S). This can be done using
telnet,or the more secure IPSec protocol. Please see a more detailed description of the use of this
particular protocol and support tool,on line at www.ssiutili!ysuite.com/customer.Use of this tool will
alleviate risk associated with slow,asynchronous modem access to customer's IBM pSeries(formally
RS/6000)servers.Again,required for enQuesta Util tySulte,all customers using this product must
provide VPN access to S&S in order to support the product and Oracle database.
401 Water Tower Circle
Colchester,VT 05446
RM
www,ssiutiiitvsuite.com
p. 802-655-4400
f: 802-655-4401
CONFIDENTIAL Page 10 12/18103
Attachment A
2004 Annual Software Maintenance & Support Contract
G. Checklist:
Please ensure you have reviewed the following items in order that the Annual Software Maintenance&
Support Contract and a copy of this Attachment A may be signed and returned to S&S by January 1,
2004:
1 Have you read and understood these documents?
2. Have you reviewed this information with your management teams, core group
and/or support points of contact to assure that procedures are understood?
3. Have you signed and dated the 2004 contract?
4. Have you signed this page of Attachment A?
5. Have you faxed the contract and page 11 of Attachment A to the Finance&
Accounting Department at(802)655-6582?
Signed:
Company:
Date:
312841v6:7028-00003
401 Water Tower Circle
av Colchester,VT 05446
Systems"W www.ssiutilitysuite,com
&Satware p: 802-655-4400
f: 802-655-4401
CONFIDENTIAL Page 11 12/18/03