HomeMy WebLinkAboutContracts & Agreements_115-2003_CCv0001.pdf INFORMATION SYSTEM AGREEMENT
Between
Systems & Software, Inc.
and the City of Redlands
for the Purchase of Computer Hardware and the Licensing,
Maintenance and Support of Application Software Products
This AGREEMENT, entered into and effective as of June 3, 2003 is by and between Systems &
Software, Inc., a Vermont corporation having its principal offices at 401 Water Tower Circle, Colchester,
Vermont 05446("S&S"), and the City of Redlands, a municipal corporation having its principal offices at
35 Cajon St., Redlands, CA 92373 (the ''Custw,ne,^).
WITNESSETH:
WHEREAS, S&S has created and developed computer software specifically for use in the utilities
industry and is in the business of providing information sysems to customers; and
WHEREAS, the Customer desires to purchase hardware and operating system software from S&S and
obtain a nonexclusive license to use certain software from S&S;
NOW, THEREFORE, in consideration of the foregoing and in reliance on the mutual agreements
contained herein, the parties agree as follows:
I. Definitions
1. "Agreement" shall mean this Agreement, all of the Exhibits referred to herein and any future
written amendments signed by the Customer and S&S.
2. "Application Software" shall mean the enQuesta UtilitySuiteTM sofmvane, which is being
licensed to the Customer under the terms of this Agreement.
3. "Current Base System" shall mean the most current version of the Application Software and
the most recent release just prior to the current version, in existence as of the Effective Date of
this Agreement, and the related documentation.
4. "Conversion" shall mean any actions required to transfer the Customer's current computerized
data to the Information System.
5. "Customization" shall mean the changing of any component of the S&S Current Base System
during the original delivery and implementation period of the Application Software installed
prior to the System Acceptance Date.
6. "Documentation" shall mean all materials relating to the Application Software, Operating
System or Third Party Software consisting of tangible, human-readable materials containing
information developed for use in conjunction with any component of the Licensed Software,
including without limitation manuals, user documentation, and training materials.
7. "Effective Date" means the date specified on the top of the first page of this Agreement.
8. "Early Exit Fee" means the difference between the full amount due on the Annual Maintenance
and Support Contract for a five (5) year period, and the amount paid to-date.
9. "System Equipment" shall mean the Hardware, Peripherals, Operating System Software and
Third Party Software,
10. "Go Live" means the date on which the Application Software is operating in a production
environment in place of the Customer's former system.
11. "Hardware" means the computer hardware.
12. "Implementation Plan" shall mean the plan developed by S&S and the Customer outlining the
steps to be taken by both parties during the installation of the Information System, the training
of the Customer's employees, and acceptance testing.
13. "Licensed Software" means the Application Software, and Third Party Software specifically
licensed to the Customer.
14. "Information System" shall mean the composite of Hardware, Operating System Softvare,
Application Software and Third Party Software as provided by S&S.
15. "Modifications" shall mean any change outside of the scope of the Project, covered by a
change order,to any component of the Information System performed by S&S.
16. "Software Maintenance and Support" shall mean the service which provides the Customer
with maintenance of the Application Software, including approved enhancements and support
as described herein and in the Annual Software Maintenance & Support Contract Attachment
A, as it may be amended from time to time.
17. "Support Services" shall mean the ready-to-use expertise and support facilities for the
Application Software, including telephone, video teleconferencing, facsimile, website' e'mai|'
and modemNPN-delivered support of S&S.
18. "Operating System Software" shall mean the computer operating system software, described
in Exhibit 1 attached he,eto, provided by the appropriate vendor through S&S under the terms
of this Agreement.
19. "Peripherals" shall mean all non-server related Hardware components including disk storage,
workstations, printers, tape drives, modems, and the like.
20. "Project" means the entire procurement, installation, Implementation Plan, training of
personnel, and acceptance testing tasks necessary for the installation of a fully functioning
operable Information System for the Customer.
21. 'System Acceptance" For Customer, enQuesta CIS System Acceptance shall occur upon
written notification to S&S 90 days after Go-Live stating that all required project deliverables
have been met. For other modules or interrelated modules it shall refer to the date on which
the Application Software has been demonstrated to adhere to Customer's functional
requirements (being those requirements agreed to by both parties) and made available for use
in a production environment. Different modules may have different System Acceptance dates
22, "Site Preparation" shall mean those physical installation and environmental conditioning tasks
to include cabling, telecommunications, Internet/VPN accessibi|ity, network infrastructure,
connections, power supply and air conditioning necessary to support the Information System.
23. "Source Code" shall mean the set of instructions, which can be used to maintain and modify
the executable code of Application Software.
24. "Specifications" describe the functional capabilities, concepts and features, processes,
integration methods and controls of the Application Software, covering S&S's Current Base
System and agreed to Custom zations for the Customer.
25. "Target Date" shall mean those interim milestone dates for task accomplishment as set forth in
the Implementation Plan.
26. "Third-Party Software" shall mean the computer software and/or Operating System Software
that is licensed by other vendors and provided to the Customer by S&S under the terms of this
Agreement. This term does not include the Application Software.
37, "Upgrade" shall mean the changing of any component of S&S's Current Base System through
release versions. Upgrades will be at the discretion of S&S and limited to changes that improve
the accuracy and integrity of the Current Base System.
28. "Confidential Information" means any and all information relating to the architecture, design
and coding methodology embodied in the Application Software, any and all rights in and with
respect to patents, copydghts, know-how, trade secrets, contract or licensing nghts, entity
relationships and related diagrams, past, present or future marketing and business p|ans,
customer lists, and lists of prospective customers. The term "Confidential Information" includes
all tangible materials which contain the information described above, including without
limitation written or printed documents and electronic media. Notwithstanding the foregoing,
the term "Confidential Information" does not include information which is or becomes generally
known or available through no act or failure to act by the receiving party; is already known by
the receiving party as evidenced by its written records; is rightfully furnished to the receiving
party by a third party without restriction on disclosure; or is independently developed by the
receiving party without reference to any Confidential Information.
II. Scope of Project
S&S, pursuant to and subject to the terms of this Agreement, shall provide a fully functional Information
System made up of the components described in Exhibit 1 (Budget Detail). S&S will work with
designated Customer personnel to deliver the Information System in the time frame outlined in Exhibit
3 (Implementation Plan). The Customer will work with designated S&S personnel so that the Project
may be performed in accordance with the terms and conditions of this Agreement.
|U. Authorization to Proceed
S&S shall proceed with the Project and commence installation of the Information System upon
execution and delivery of this Agreement by the Customer.
Section 1 - Pre-Installation Planning and Implementation Plan
1. S&S shall make a Pre-Installation Planning visit(s) to the Customer's administrative office and
remote locations listed in Exhibit 1, to conduct fit ana|ysis, with appropriate Customer
personnel, of Hardware and Peripherals and to discuss Site Preparation activities. S&S will
deliver to the Customer such specifications as necessary such that the Customer may complete
all necessary cabling, power, air conditioning, and communications connections.
2. S&S shall make necessary visit(s) to the Customer's administrative office(s) to conduct business
process' Application Software fit, data mapping, conversion, reports, and interface ana/ysis,
with appropriate Customer personnel, to develop an acceptable Implementation Plan as
outlined in Exhibit 3. Implementation Plan shall include, but not be limited to, (i) a time
schedule for initiation and completion of all major installation activities, (ii) an agreement of
Application Software parallel runs, testing procedures and acceptance criteria, (iii) scheduling
of training activity' (iv) discussion of any Customization to be undertaken by S&S, (v) review of
required Site Preparation activities, (vi) changes in the Hardware configuration, (vii) data
conversion plan for transferring existing data to the Information System, (viii) number and
scheduling of Customer personnel to ensure their availability during the Project, (ix) a schedule
of Project progress meetings and (x) a comprehensive Project scope document.
3. The Customer will have the site prepared with required cabling, envirpnment, network
infrastructure, connections, power supply and other necessary environmental preparation at the
Customer's own cost and expense in accordance with the specifications furnished by S&S,
unless otherwise agreed to and specified in Exhibit 1, Said Site Preparation will be scheduled
to be completed prior to the expected delivery date of the Hardware to the Customer.
4. Prior to the expected delivery date of the Hardware to the Customer, the Customer will notify
S&S that all required site preparations have been completed and request an inspection of the
site for the purpose of determining whether the site is suitable for delivery and installation of
Hardware. S&S will notify the customer in writing that the site is suitable prior to delivery of the
Hardware.
5. The entire installation process shall proceed in accordance with the Implementation Plan report,
which is included as Exhibit 3, attached hereto and made a part hereof. Both parties agree to
abide by the Implementation Plan to the extent the details (conversion data [amount of data,
types of data, target tables for converted data, number of tables/files, accuracy of existing data,
ability to provide a trial balance, etc.], interfaces [scupe, types, accuracy, usability, etc.], and the
like) are fully understood at the time of contract execution, and to make all reasonable efforts to
meet the Target Dates as specified therein. Changes shall be made to the Implementation Plan
as necessary and as agreed to by both parties. In the event Customer and S&S cannot agree to
changes in the Implementation Plan, executives from Customer and S&S shall meet and use
best efforts to resolve outstanding issues.
Section 2 - Implementation Assistance
1. S&S shall provide the Customer with qualified S&S representatives for Information System
installation and training of the Customer's employees in the operation of the Information
System. Said installation and training shall consist of, but not be limited to, the following tasks:
a. Delivery and installation of Application Software, Operating System Software, Third Party
Software, Hardware, and Peripherals;
b. Conversion of existing data as provided in Exhibit 1 to Information System;
c. Employee training in use of Information System.
2. The Custo,ne, shall provide that employees to be trained will make every effort for training to
be free from interruptions and distractions. Employees should also be familiar with the subject
areas to the greatest extent possible, and shall be supervised by the Customer's nnanage ent
or subject matter experts to ensure that training objectives are met.
3. All entering of all non-electronic data currently handled in a manual mode and not part of the
conversion process will be the responsibility of the Customer. S&S will be required to train
appropriate employees of the Customer to map and/or input this data into the Information
System.
IV. Prices. License Fees, Fees for Services and Payment Schedule
The financial obligation of the Customer to S&S for the delivery of the Information System and services
is listed in Exhibit 1. Said payments shall be payable by the Customer to S&S as provided in Exhibit 2,
Payment Schedule, and will be made within thirty(30) days of each milestone payment date.
Prices for Hardware, Operating System Software, Application 5ofmvare, installation and training
services, Conversion, and travel-related expenses are fixed amounts as indicated in Exhibit 1.
Upon execution of this Agreement, the Customer will remit to S&S an initial milestone payment in the
amount specified in Exhibit 2, Payment Schedule as Payment Number 1. All additional milestone
payment invoices rendered under this Agreement shall be paid within thirty (30) days of each milestone
payment date. All amounts mentioned in this Agreement are in U.S. Dollars and do not include any
applicable sales taxes, use zaxes, duties or any similar assessments, all of which are the sole liability of,
and shall be paid solely by, the [ustonner. Any amount payable pursuant to this Agreement and not
paid within thirty (30)days after the relevant payment date for said amount shall be delinquent and shall
bear interest at the rate of one and one half percent (11/2%) (or the maximum legal rate if less) for each
month or portion thereof it is delinquent. The Customer shall pay all such interest, as well as all costs
and reasonable attorneys' fees incurred by S&S in the collection of such delinquent sums.
If significant delays in the Implementation Plan occur that are due to the Customer not making every
reasonable effort to complete its responsibilities as agreed to in the Implementation Plan and related
nneetings. S&S shall have the right to bill and collect respective payments at the time milestones are
met by S&S, including the final payment related to System Acceptance. If, once the Information System
becomes available for use in a production environment, the Customer decides to delay implementation
of the information System due to circumstances outside the control of S&S and unrelated to
deliverables related to Exhibit 3 Implementation Plan such delayed implementation shall not affect
S&S's right to receive payment in accordance with the payment schedule set forth in this Agreement.
Additional related services not specified in Exhibit 1 will be billed under a separate scope/change order
process for the service, as they are incurred.
V. System Acceptance
For Customer, enQuesta CIS System Acceptance shall occur upon written notification to S&S ninety (90)
days after Go-Live stating that all required project deliverables have been met. For other modules or
interrelated modules it shall refer to the date on which the Application Software has been
demonstrated to adhere to Customer's functional requirements (being those requirements agreed to by
both parties) and made available for use in a production environment. DKferentnnodu/es may have
different System Acceptance dates
VI. Ownership of Application Software; License Granted
1. The Customer acknowledges that the Application Software was developed by S&S through the
expenditure of substantial time, effort, and money, and that it constitutes valuable property of
S&S. S&S shall have and retain sole and exclusive ownership of all right, title and interest in and
to the Application Software, including ownership of all trade secrets and copyrights pertaining
thereto, subject only to the rights and privileges expressly granted to the Customer herein. The
Customer agrees that S&S shall have sole ownership of all improvements and modifications
made to the Application Software, including without limitation those made in connection with
the Customization, regardless of whether such improvements and modifications are made by
S&S alone or together with the Customer or third parties.
2. In consideration of the Customer's payment of amounts set forth in Exhibit 2, S&S grants to the
Customer a nonexclusive and nontransferable right and license to use the Licensed Software
solely for the Customer's internal business purposes in accordance with the provisions in this
Agreement. The Customer may use the Application Software on Hardware upgrades, additions
or replacements; provided, however, the Customer must give S&S a minimum of thirty (30)
days' prior written notice of any such change. The Customer agrees that it will not sell, assign,
transfer, disclose, sublicense, or otherwise make the Application Software available to others
without the prior written consent of S&S. The Customer is not permitted to create derivative
works from the Application Software, meaning that the Customer shall not create any software
or other works that are based upon the Application Software or recast, transform or adapt the
Application Software in any manner. The Customer shall not disassemble, decompile or
"reverse engineer" the Application Software for any purpose.
3. The Customer may prepare one copy of the Application Software for backup purposes only;
provided that the backup copy may be used only during the term of the license and the copy
shall be destroyed or returned to S&S upon termination of the license. The Customer may
prepare a reasonable number of copies of the Documentation for internal use only; provided
that the copies of Documentation may be used only during the term of the license and the
copies shall be destroyed or returned to S&S upon termination of the license. All copies of the
Application Software and Documentation must contain the proprietary notices appearing on the
copies initially furnished to the Customer. Except as permitted in this paragraph, the Customer
shall not copy or otherwise reproduce the Application Software or the Documentation, in whole
or in part, without the prior written consent of S&S.
4.
The Application Software is licensed in object code only. The Customer shall have no rights to
the Source Code except as expressly specified in this Agreement.
5. The Application Software is for use by the Customer in the current utility entity at the projected
user level and the current Customer account volume (being the current number of metered
water, wastewater, electric, gas, rental, refuse and other customers) specified in Exhibit 1. The
Customer agrees that, if the Customer expands the number of users beyond the projected user
level of 35 named users, the Customer shall pay an additional per user feeas specified in the
Budget Detail attached as Exhibit 1. Each unique premise served, receiving one water utility bill
(same custome/, same premise, regardless of the number of actual water meters) shall be
counted as one active water metered account. Solid waste services only shall not be included in
this count. The Customer agrees that, if the Customer experiences any increase in its active
water metered account volumes over the current account volume specified in Exhibit 1 in an
amount greater than five percent (5%) per year due to normal increase in customers for existing
services (such percentage increase referred to herein as "Normal Account Growth")(which does
not include growth as a result of the purchase of or merger with another entity or other
circumstances beyond growth in the ordinary course of business), then additional Application
Software license fees must be paid by the Customer. If the Customer experiences any increase
in its active water metered account volumes (whether greater than or less than five percent per
year) due to circumstances other than normal growth in the ordinary course of business
(including without limitation the following examples: if the Customer were to purchase another
entity, be purchased by another entity, be merged with another entity or be involved in another
type of transaction that causes the number of metered accounts to increase, or if the Customer
takes on billing responsibility for metered or nonmetered services beyond those that exist as of
the Effective Date of this Agreement, or takes on retail billing services for existing or new
wholesale accounts, for example), then additional Application Software license fees must be
paid by the Customer. The Customer shall provide S&S with an annual report specifying the
then current number of metered customers. In addition, the Customer shall notify S&S
promptly of any increase in accounts beyond the Normal Account Growth or any increase
(regardless of the percentage) due to growth other than growth of existing services in the
ordinary course of business. The parties agree to negotiate in good faith the additional fees
required as a result of such increases.
6. The Licensed Software is for use solely on the server environment as described in Exhibit 1 or as
agreed to in writing by S&S. Third-Party Software use and limits with respect to the number of
named or concurrent users will be subject to the terms of each third-party vendor's own license.
7. The Customer acknowledges that the Application Software, Documentation, entity relationship
6iagrams, including all copies thereof provided by S&S or made by the Customer, constitute
valuable confidential and proprietary intellectual property belonging to S&S and that by
receiving access to the Application Software, the Customer is entering into a relationship of
trust and confidence with S&S pursuant to which the Customer promises to take all reasonable
steps to preserve the confidential and proprietary nature of the Application Software and
Documentation.
8 The Customer shall limit access to the Application Software only to employees, auditors,
consultants and agents of the Customer who need access to the Application Software in order
for the Customer to use the Application Software as permitted herein. The Customer shall
inform all persons with access to the Application Software of the confidential and proprietary
nature of the Application Software and of the restrictions set forth in Section IX of this
Agreement.
9
Except for select third-party vendor products as specified in Exhibit 1 (the guidelines for which
are referred to in the Annual Software Maintenance & Support Contract Attachment A), all
Third-Party Software is licensed to the Customer solely and directly by the third-party supplier
of such software, not by S&S. The Cusronner, therefore, understands that, notwithstanding the
payment to S&S for such sofuware, the Customer's rights, obligations and remedies regarding
such software shall be determined solely and exclusively by the terms and conditions of the
Customer's agreements with the third-party supplier of such software.
10. The Customer shall retain sole ownership and rights to its customer specific information. S&S
acknowledges that this information contains valuable confidential and proprietary information
and shall take all reasonable steps to preserve the cunfi6ential and proprietary nature of the
customer information.
VII. Support Services
Section 1 - Software Maintenance and Support
Software Maintenance and Support services shall be provided at no cost to the Customer during the
implementation and for a period of ninety (90) days after Go Live (the "Free-Maintenance Period").
After the Free-Maintenance Period, the Customer is required to participate in and purchase the Annual
Software Maintenance & Support Contract (Exhibit 4)for a minimum period of five (5)years, or pay S&S
the balance of the Early Exit Fee in order to utilize the Application Software and to continue to receive
support from S&S. Customer acknowledges that Exhibit 4 is the current form of the Annual Software
Maintenance & Support Contract and the S&S may modify said form from time to time. The application
software/system support services portion of the Annual Software Maintenance & Support Contract will
be invoiced on a prorated basis through December 31, 2004 and then annually on a January through
December calendar year basis. (Hardware, Third-Party Software, subcontractor products/services, and
interface portions, developed by someone other than S&S, from the Budget Detail will have already
commenced billings on a prorated basis.)
During the Free-Maintenance Period and thereafter under the Annual Software Maintenance & Support
Contract, S&S will provide the following support:
1. S&S shall perform corrective maintenance as follows:
a) Customer shall provide S&S with all information and reasonable assistance to detect,
simulate and correct the failure of the Application Software.
b) After confirming the existence of a program error, S&S shall provide the Customer
revised Application Software code or a temporary work around procedure to correct
the program error in accordance with the corrective maintenance procedures.
c) S&S shall provide corrective maintenance from its business premises via telephone,
facsimile, modem, web site, VPN access, and e-mail. The Customer is responsible to
provide, at Customer's expense, a remote dial-up and Internet access capability to
allow S&S access into the Customer's Information System for the purpose of diagnosing
problems and applying corrective maintenance and updates. It is required that all
Customers provide the requisite number (at least one (1)) of dedicated asynchronous
modem access lines (with modems) such that S&S can support Customers on a 24x7
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 a6dition, it is required that S&S be given inbound VPN Internet access
and outbound FTP and telnet access from the Customer's server(s) out and back to
S&S's support servers.
d) Corrective maintenance will be provided only for the most recent release of the
Application Software and the release prior to the most recent release.
e) S&S shall, under the guidelines set out in the Annual Software Maintenance & Support
Contract Attachment A (see Exhibit 5 as a current example of this form), also provide
updates, enhancements, corrections, and new releases of the Application Software
which have come about due to new development. Support Services related to
Upgrades are performed under separate service engagements.
8 The Customer will install (or let S&S install) all program error corrections and
enhancements to keep the Application Software current, with reasonable telephone
assistance from S&S. Such program error corrections and enhancements shall be
provided in a form and with installation instructions sufficient to permit installation by
Customer (or S&S).
g) S&S shall furnish Documentation updates as required to the Customer.
h) S&S is not required to perform corrective maintenance with respect to Application
Software malfunctions caused by:
1) Customer's modifications to the Application Software unless performed at the
direction of S&S;
2) Customers failure to use updates, enhancements or program error corrections;
3) Failure to use the Application Software in accordance with this Agreement; or
4) Actions beyond S&S's control with respect to Customer's actions which alter
the turnkey implementation environment, or cause Hardware or Third Party
Software malfunctions.
i) The Annual Software Maintenance & Support Contract Attachment A (see Exhibit 5 as a
current example of this form) specifies additional requirements for S&S and the
Customer with regard to maintenance and support policies and procedures.
2. Software Maintenance and Support services shall also include the following:
a) Attendance at no cost for Customer personnel at S&S Customer Users Conferences or
Forums. The Customer will pay travel-related expenses for its personnel.
b) The cost of media to distribute new releases.
c) New documentation, as made available by module.
3. S&S agrees to provide, and Customer agrees to purchase, Annual Software Maintenance &
Support commencing ninety (90) days after Go Live. Prices for the Annual Software
Maintenance & Support Contract are shown in Exhibit 1. If the Customer cancels or fails to
renew said annual agreement without subscribing for a minimum period of five (5)years, or pay
S&S the Early Exit Fee, all license rights to the Application Software shall terminate
immediately, and use of the Application Software shall cease immediately, and S&S shall be
under no obligation to continue providing maintenance services.
4. Guidelines for licensing, support in general, telephone support, emergency support, charges,
customization requests, training for new operators, and the like are set forth in Attachment A to
the Annual Software Maintenance & Support Contract.
5. The maximum increase to the Annual Software Maintenance & Support Contract shall not
exceed five (5) percent per year of that identified in Exhibit 1.
Customer shall purchase Maintenance and Support Services for a minimum period of five (5) years. In
the event Customer cancels Maintenance and Support Services prior to expiration of the five (5) year
period, an Early Exit Fee equal to all remaining unpaid fees through and including year five (5) shall
immediately become due and payable. In the event Customer fails to pay the Early Exit Fee, Customer
shall immediately adhere to all terms included in Section X Termination, Cancellation or Modification.
Section 2 -Telephone Support
Telephone support shall be provided during the Free-Maintenance Period at no additional cost to the
Customer and will continue thereafter as part of the Annual Software Maintenance & Support Contract,
and shall consist of the following:
1. S&S shall provide telephone support for the Application Software and select third party
products as specified in Exhibit 1 (the guidelines for which are referred to in the Annual
Software Maintenance & Support Contract Attachment A) via a toll free telephone number, to
trained Customer personnel for the Information System, during normal business hours: Monday
through Friday, 8:00 am to 5:00 pm (Customer local time). Telephone Support via pager
beyond said business hours (Customer local time) may be arranged with S&S at additional cost
to Customer, as outlined in the Annual Software Maintenance & Support Contract Attachment
A.
2. Other than Application Software and select third party products as specified in Exhibit 1,
telephone support shaU be charged at the rate outlined in the Annual Software Maintenance &
Support Contract Attachment A.
3. Changes to Telephone Support policies will be communicated through the Annual Software
Maintenance & Support Contract Attachment A.
Section 3 - Modification Support
The Customer may request Modifications to Application Software by filling out web-based Software
Request Forms and submitting them to S&S. S&S, at its discretion, shall consider the incorporation of
said requests into the next release of the Application Software, providing they meet the following
criteria:
a) Requests should be those, which would reasonably and normally be part of an Annual
Software Maintenance & Support Contract, and which would not be totally unique to
the Customer, nor require unreasonable time frames to program and/or implement.
b) Requests reflect increased functionality in a particular module or application area, but
are not wholesale architecture redesigns, or totally new business process functions, or
custom integration projects.
Requests, which would require immediate attention, and in the Customer's opinion could not wait until
the next release of the Application Software, would be reviewed in detail with S&S, and S&S would
make every attempt to honor the request with a custom contract. This would be done on a priority
status basis at an additional charge in accordance with the Annual Software Maintenance & Support
Contract Attachment A.
Section 4 -Other System Support Services
4/| other systems support services shall be provided as follows: additional systems support services, to
include telephone support for software other than the Application Software, Third Party Software
support, consultation with regard to new business processes, general telephone consulting, consulting
services, systems ana|ysis, training, forms design, systems preparation, cabling and connection
6iscussions, or any other area in which S&S provides systems support services, subsequent to Go Live,
on behalf of the Custnmer, will be invoiced on a fixed contract basis, in accordance with the Annual
Software Maintenance & Support Contract Attachment A.
Section 5 - Hardware Maintenance
The Customer agrees that it will enter into a maintenance contract for the Hardware from the vendor
(via S&S) following the warranty period. Said warranty contract shall be effective upon the installation
of the Hardware at the Customer premises. The Customer acknowledges and agrees that maintenance
and service of the System Equipment is a matter between the manufacturer and the Customer and that
S&S has no desire to service or maintain the Hardware but would act as a liaison with the manufacturer
to arrange for maintenance and service and cannot be a party to or responsible for the Hardware
manufacturer's performance under the maintenance contract. The Customer acknowledges and agrees
that S&S shall not be liable to the Customer for damages of any type resulting from the failure of the
Hardware manufacturer to perform under the maintenance contract. Hardware maintenance support
shall consist of the following:
a) S&S will coordinate the vendor Hardware maintenance agreement, whether it be an
annual plan or an Extended Maintenance Option (EMO), for the Customer. The EMO
plan must be selected on or before the Effective Date of this Agreement, and
confirmed and paid for within thirty (30) days of the installation date of the Hardware.
S&S will act as liaison between the Hardware vendor and the Customer.
b) During normal business hours, S&S requests that the Customer report hardware
problems to S&S, who will dispatch a Hardware vendor Customer Engineer (CE) to the
Customer's location(s).
c) In the event the Customer requires on site services during off hours, the Customer may
call the Hardware vendor directly indicating the machine type/model, serial number,
telephone number where the equipment is installed, location of the equipment, and
problem with said equipment.
d) Exhibit 1 showing purchased Hardware, indicates warranty periods, by item.
Miscellaneous third party peripheral hardware devices are handled on a time and
material basis as incurred.
e) Proper power and UPS (uninterruptible power supply) solutions for the Hardware are
requirements for validation of the Hardware maintenance agreement from the
Hardware vendor.
VIII. Warranties
1. S&S agrees that, to the extent permitted, it will pass through to the Customer any and all
warranties that S&S receives from any manufacturer or supplier of any of the System
Equipment. In the event that any component of the System Equipment has a defect in materials
or workmanship or has an operating failure that occurs from normal use thereof, S&S shall use
commercially reasonable efforts to work with the third-party supplier to provide a timely
solution for the Customer.
2. S&S warrants all Application Software products delivered under this Agreement to be free from
defects in materials or workmanship for the period ending ninety (90) days after Go Live. S&S
further agrees to furnish promptly and without additional charge, all labor and parts necessary
to remedy any such defect that it is notified of in writing during the implementation period and
for ninety (90) days after Go Live. Thereafter support of the Application Software will be
performed under the Annual Software Maintenance & Support Contract (Exhibit 4). This
support will continue to remain in effect as long as the Customer maintains a current Annual
Software Maintenance and Support Contract with S&S, which is a requirement under this
Agreement and a condition to the Customer's continued use of the licensed Application
Software for a minimum period of five (5)years, or pays S&S the Early Exit Fee.
The Customer acknowledges that any warranty is limited to software products installed and
used on the Customer's computer system listed in Exhibit 1. The Customer further
acknowledges that modifications made to the software programs by the Customer, and not at
the direction of S&S, will void S&S's warranty of the programs, unless specifically stated
otherwise in writing by S&S. The Customer also acknowledges that S&S cannot be responsible
for the Customer's use of third-party software or hardware products, which are used or
implemented in conjunction with S&S's Information System, especially in cases where S&S did
not consult on, provide, or configure said systems.
3. S&S represents and warrants that it is authorized by the manufacturer of all Third-Party Software
products, listed in Exhibit 1, to grant licenses or sub-licenses to such software.
5, 4.S&S's obligation for breach of warranty shall include timely correction or replacement of the
software product which fails to conform to such warranty. In no event shall S&S be liable for any
breach of warranty unless notice thereof is given to S&S by the Customer within ninety(90) days
after Go Live. UNDER NO CIRCUMSTANCES SHALL S&S BE LIABLE FOR ANY DIRECT,
SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE,
SYSTEM FAILURE OR MALFUNCTION, LOSS OF DATA OR ANY OTHER DAMAGES OR
LOSSES IN CONNECTION WITH THE USE OF THE INFORMATION SYSTEM OR OTHERWISE,
EVEN IF S&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. S&S shall defend, indemnify and hold harmless the Customer and its agents and employees
from any claim or proceedings brought against the Customer, and from any costs, damages and
expenses finally awarded against the Customer, which are attributable to any claim that is
(10)
based on an assertion that use of the Application Software in accordance with this Agreement
constitutes an infringement of any United States patent, copyright, trade secret, or other
property interest rights. The Customer shall notify S&S promptly of any such claim or
proceeding and shall give S&S full and complete authority, information, and assistance to
defend such claim or proceeding. S&S shall have sole control of the defense of any claim or
proceeding and all negotiations for its compromise or settlement, provided that S&S shall
consult with the Customer regarding any settlement of the claim.
In the event that the Application Software product is finally held to be infringing and its use by
the Customer is enjoined, S&S shall, at S&S's election: (1) procure for the Customer the right to
continue use of the Application Software; or (2) modify or replace the Application Software so
that it becomes non-infringing.
S&S shall have no liability hereunder if the Customer has modified the Application Software in
any manner without the prior written consent of S&S.
The foregoing states S&S's entire liability, and the Customer's exclusive remedy, with respect to
any claims of infringement of any copyright, patent, trade secret, or other property interest
rights relating to the Information System, or any part thereof, or use thereof.
7. The warranties contained in this Section VIII are in lieu of all other warranties, express or
implied. S&S's express warranties shall not be enlarged, diminished or affected by, and no
obligations or liabilities shall arise out of, S&S's rendering of technical or other advice or service
in connection with the products listed in Exhibit 1. S&S DISCLAIMS AND EXPRESSLY WAIVES
ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, EXCEPT FOR THE
WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. THE CUSTOMER
ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT HAVE BEEN MADE RESPECTING THE GOODS OR SERVICES TO BE PROVIDED
UNDER THIS AGREEMENT, AND THAT THE CUSTOMER HAS NOT RELIED ON ANY
REPRESENTATION OR WARRANTY NOT EXPRESSLY SET OUT HEREIN.
8. S&S shall supply a sealed Source Code tape for all the Application Software purchased, and
also for any future Upgrades made to the Application Software, if requested by the Customer.
In such event, this sealed Source Code tape shall be provided to an escrow agent pursuant to
an escrow agreement mutually agreeable to the parties. The Customer shall be responsible for
all fees payable to the escrow agent or otherwise incurred as a result of the escrow agreement.
The escrow agreement shall specify that the Source Code may be made accessible to the
Customer only in the unlikely event that S&S, whether directly or through a successor or
affiliate, shall cease to be in the software business, no longer provides the Application Software,
or if S&S should be declared bankrupt or insolvent by a court of competent jurisdiction. The
Source Code supplied pursuant to this paragraph shall be subject to each and every restriction
on use and disclosure set forth in this Agreement, and the Customer acknowledges that the
Source Code and its associated documentation is the property of S&S and will be guarded
against unauthorized use or disclosure with great care.
IX. Confidentiality
Both parties recognize that their respective employees and agents, in the course of performance of this
Agreement, may be exposed to Confidential Information and that the parties desire to prevent
unauthorized disclosure of such information. Except as required by law or by a court of competent
jurisdiction, each party agrees that it will not disclose any Confidential Information of the other party
and further agrees to take appropriate action to prevent such disclosure by its employees or agents.
During the term of this Agreement, and for a period of five (5) years following its termination, the
Customer agrees: (i) to limit access to the Application Software and any other Confidential Information
of S&S to only those employees who require access thereto in order to use the Application Software in
accordance with this Agreement; (ii) not to make available or disclose this Agreement, the Application
(11)
Software, or other Confidential Information of S&S to anyone without prior written consent of S&S,
except as permitted by this Agreement or as prescribed by law; and (iii) to take all reasonable
precautions to maintain the confidentiality of the Application Software, and other Confidential
Information of S&S, employing at least those precautions which the Customer employs to protect its
own information of a similar nature.
X. Termination. Cancellation or Modification
This Agreement shall automatically terminate, and the license granted hereunder shall be automatically
revoked, at such time as (a) the Customer ceases to use the Application Software; (b) the Customer
cancels the Annual Maintenance & Support Contract prior to completing five (5) years of the Annual
Maintenance and Support Agreement and did not pay the Early Exit Fee; or (c)the Customer breaches
this Agreement in such manner that adversely impacts S&S's proprietary rights in the Application
Software.
This Agreement may not be terminated or modified except by the written mutual consent of both
parties or as otherwise provided in this Agreement. Upon termination of this Agreement,the Customer
shall cease use of the Application Software and return to S&S or destroy all copies of the Application
Software and all Documentation in the Customer's possession or under its control. Within ten (10)
business days after termination of this Agreement, the Customer shall send written confirmation to S&S,
by first class certified mail, return receipt requested, that Customer (a) has completed such destruction
or return of the Application Software and Documentation; (b) has not permitted any improper
6isdosure, use of, or access to the Application Software or Documentation; and (c) acknowledges and
agrees that Customer remains bound by the confidentiality provisions set forth in Section IX of this
Agreement. The Customer agrees that S&S shall have the right to disable the Application Software
upon the termination of this Agreement; provided that S&S shall not disable the Application Software if
the Customer is contesting the termination of this Agreement in good faith and the Customer continues
to pay all fees required by this Agreement and the Maintenance and Support Agreement when due. In
the event that the Customer contests the termination in good faith, the parties shall use their best
efforts to resolve the dispute promptly. In the event Customer pays the Early Exit Fee, Customer may
cancel the S&S Maintenance and Support Agreement and maintain rights to use the Application
Software the sole and exclusive use by the Customer. No other rights included in this Agreement shall
pass from S&S to Customer.
1. If a party is alleged to be in material breach of any of the items or conditions of this Agreement
by the other party, the aggrieved party shall give written notice thereof, including a reasonably
detailed statement of the nature of such breach, to the alleged breaching party. The alleged
breaching party shall have thirty (30) days after notice is given to cure such breach or, if the
breach cannot reasonably be cured within thirty (30) days, the alleged breaching party shall
provide a written estimate of the time needed to cure such breach, shall commence to cure
such breach within ten (10) days of notice from the aggrieved party and shall diligently continue
to prosecute such cure to completion. If the alleged breaching party fails to cure, commence to
cure in a timanner, or diligently prosecute such cure to completion, the aggrieved party, at
its option, shall be entitled to terminate this Agreement, or suspend its performance under this
Agreement for as long as the alleged breach remains uocorrected, and avail itself of any and all
remedies under this agreement.
2. This Agreement may be terminated by Customer, without cause, upon thirty (30) days prior
written notice to S&S. Upon termination of this Agreement, the Customer shall cease use of
the Application Software and return to S&S, or destroy, all copies of the Application Software
and all Documentation in the Customer's possession or under its control. Within ten (10)
business days after termination of this Agreement, the Customer shall send written confirmation
to S&S, by first-class certified mail, return receipt requested, that the Customer (a) has
completed such destruction or return of the Application Software and Documentation; (b) has
not permitted any improper disclosure, use of, or access to the Application Software or
Documentation; and (c) acknowledges and agrees that the Customer remains bound by the
confidentiality and non-disclosure provisions set forth in Section IX of this Agreement. The
Customer agrees that S&S shall have the right to disable the Application Software upon the
termination of this Agreement; provided that S&S shall not disable the Application Software if
the Customer is contesting the termination of this Agreement in good faith and the Customer
continues to pay all fees required under this Agreement when due. In the event the Customer
contests the termination in good faith, the parties shall use their best efforts to resolve the
dispute promptly.
3. Termination of this Agreement by Customer, without cause, shall not affect the right of S&S to
collect payment for work performed up to the termination effective date as well as costs
associated with the termination.
4. This Agreement may be modified only by written instrument approved and executed by the
parties.
X|. Insurance
S&S shall purchase and maintain, at its own expense, the minimum insurance coverage described
below. All insurance required will be maintained by S&S for the term of this Agreement and shall be
primary with respect to the Customer and non-contributing to any insurance or self insurance
maintained by the Customer. S&S shall not cancel any policy except upon thirty (30) days prior written
notice to the Customer. S&S shall provide the Customer with certificates of insurance evidencing such
insurance within fifteen (15) days of execution of this Agreement and prior to commencing any work for
Customer.
1. S&S shall maintain Worker's Compensation and Employer's Liability Insurance throughout the
term of this Agreement in amounts which meets the statutory requirements with an insurance
carrier reasonably acceptable to the Customer.
2. S&S expressly waives all rights to subrogation against the Customer, its elected officials,
officers, employees and agents for losses arising from work performed by S&S for the Customer
by expressly waiving S&S's immunity for injuries to S&S's emp|oyeeo, and agrees that this
obligation to indemnify, defend and hold harmless extends to any claim brought by or on behalf
of any employee of S&S. This waiver is mutually negotiated by the parties. This waiver shall not
apply to any damage resulting from the sole negligence of the Customer, its agent and
employees. To the extent any of the damages referenced herein were caused by or resulted
from the concurrent negligence of the Customer, its agents or employees, the obligations
provided herein to indemnify, defend and hold harmless is valid and enforceable only to the
extent of the negligence of S&S, its agents and employees.
3. S&S shall purchase and maintain in full force throughout the term of this Agreement,
comprehensive general liability insurance covering all work performed under this Agreement,
including work done by S&S subcontractors, with carriers admitted to issue insurance within the
State of California and which are reasonably acceptable to the Customer. Minimum limits of
$1'000,000 per occurrence and $2.000'008 aggregate for public liability, property damage and
personal injury is required. The Customer shall be named as an additional insured on the above
referenced policy
4- S&S shall maintain business auto liability coverage throughout the term of this Agreement, with
minimum limits of$1,000,000 per occurrence, combined single limit for bodily injury liability and
property damage liability. This coverage shall include all S&S owned vehicles used on the
project, hired and non-owned vehic|ex, and employee non-ownership vehicles. The Customer
shall be named as an additional insured on the above referenced policy.
S. &S shall maintain professional liability insurance throughout the term of this Agreement in the
amount of$1,000,000 on a per occurrence basis.
(
6. If S&S uses subcontractors in connection with any work performed under this Agreement, S&S
shall include all such subcontractors as insured's under its insurance policies or shall furnish
separate certificates of insurance to the customer from the subcontractor prior to that
subcontractor performing any work. S&S shall not assign this Agreement, in whole or in part,
without the written consent of the Customer, nor shall S&S assign any monies due to or to
become due to S&S hereunder without prior written consent of the Customer.
5845 shall be fully responsible to the Customer for the acts and omissions of any of its subcontrac\ors,
either directly or indirectly retained by S&S. The Customer's consent to subcontracting a portion of any
work required under this Agreement shall, in no way, release S&S from its responsibility for
performance of such work, and S&S shall be held, in all respects, accountable for the same as if no
consent had been given. S&S shall give personal attention to any work that is subcontracted. Nothing
contained in this Agreement shall create any contractual relationship between any subcontractor of S&S
and the Customer.
XII. SeverabilitY
In the event that a court of competent jurisdiction holds that a particular provision or requirement of
this Agreement is in violation of any applicable law, each such provision or requirement shall be
enforced only to the extent it is not in violation of such law or is not otherwise unenforceable and all
other provisions and requirements of this Agreement shall remain in full force and effect.
XIII. Force Majeure
Neither party shall be responsible for delays or failures in performance resulting from major substantive
acts beyond the control of such party. Such acts shall include, for example, but not be limited to, acts
of God, riots, acts of war, epidemics, governmental regulations superimposed after the fact,
earthquakes or other natural disasters.
XIV. Notices
All notices required or permitted to be given hereunder shall be in writing and shall be delivered in
hand or sent by first-class mail, postage prepaid, or by a nationally recognized overnight courier, to the
parties at the following addresses or other such address or addresses as to which a party shall have
notified the other party in accordance with this Section:
If to S&S: If to Customer:
Systems &Software, Inc. The City of Red lands
Municipal Utilities Department
401 Water Tower Circle P.O. Box 3005
Colchester, Vermont 05446 Redlands, CA 92373
Gary Phelps, Municipal Utilities Director shall act as the representative of the Customer, and Susan L.
Willey and Burton G. Willey shall act as representatives of S&S with respect to this Agreement. These
persons shall have the authority to transmit instructions, receive information, interpret and define
policies and make decisions with respect to the Project. Additional and substitute representatives of
S&S and the Customer may be added by written notice of one party to the other.
XV. Independent Contractors
The relationship of the parties is that of independent contractors, and nothing herein shall be construed
to create a partnership, joint venture, franchise, employment, or agency relationship between the
parties. Neither party shall have any authority to enter into agreements on behalf of the other or to
bind or obligate the other in any manner.
(14)
XVI. Naming the Customer as a Reference; Press Releases
The Customer agrees that S&S may, at its option, name the Customer as a reference for prospective
customers and identify the Customer as a customer for S&S's promotional purposes, including without
limitation in press releases, on S&S's web site, and in presentations to prospective customers.
XVII. Governing Law
This Agreement shall be governed by the laws of the State of California, without giving effect to the
principles of conflicts of laws.
"REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK"
(15)
XVIII. EntirwAgreenmeO_t
This Agreement(with the Exhibits) constitutes the entire agreement between the parties with respect to
the Information System. Accordingly, all prior agreements, representations, statements, negotiations
and undertakings are hereby superseded.
XIX. Bi ~/ '° -ff' - A i.nment
This Agreement shall be binding upon and inure to the benefit of S&S and the Customer and their
permitted successors and assigns. Neither party may assign this Agreement or any right or interest
under this Agreement, nor delegate any work or obligation to be performed hereunder, without the
other party's prior written consent. Notwithstanding the foregoing, either party may assign this
Agreement to its successor, without the other party's consent, in the event of a sale of substantially all
of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to
the surviving entity, as long as said successor assumes all liabilities and obligations hereunder.
XX. Attorney's Fees
In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement
the prevailing party in such action sha||, in addition to any costs and other relief, be entitled to the
recovery of its reasonable attorneys' fees.
)(X|. Defense and Indemnify
S&S shall 6efend, indemnify and hold harmless the [ustome/, its elected officials, officers and
employees (collectively, the "Indemnities") from and against any and all actions, claims, demands,
lawsuits, losses and liability for damages to persons or property, including costs and reasonable
attorneys' fees, incurred, suffered, sustained or required to be paid by the Customer or any of the
Indemnities resulting from a claim by any third party (whether a person, firm, entity, corporation,
political subdivision or other organization) arising out of or in connection with S&S's negligence and/or
an intentionally wrongful act or omission by S&S; provided, however, that if the third party's claim is
based upon an assertion that the third party is a customer of the Customer or is a party to a contract
with the Customer, then S&S shall indemnify and hold harmless the Customer and other Indemnities
(but not defend them) and S&S's obligations under the foregoing provision shall arise only if a final
award resulting from the claim determined that S&S breached this Agreement, such breach constituted
negligence and/or an intentionally wrongful act or omission by S&S, and such claim arose out of S&S's
breach. S&S's obligations under the foregoing provisions shall not apply in the event that the
Customer's or any other Indemnity's negligence and/or intentionally wrongful act or omission was
asserted by the third party.
Exhibits
The following Exhibity, attached hereto and incorporated herein by reference, form a part of this
Agreement and need not be signed separately to become enforceable:
Exhibit 1 - Budget Detail/Notes
Exhibit 2 - Payment Schedule
Exhibit 3 - Implementation Plan
Exhibit 4 -Annual Software Maintenance & Support Contract
Exhibit 5 -Annual Software Maintenance & Support Contract Attachment A
(Example of2O03terms, 2OO4terms provided nolater than 12/31/28O3)
Exhibit 6 - Reference City of Redlands RFP dated 9/3/2002 and S&S Proposal dated 10/3/2002.
Reference City Clerk for copies of original documents.
Exhibit 7 -Addendum to City of Redlands RFP Functionality Checklist
Exhibit User Matrix
IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands and seals effective
as of the date first set forth above.
Systems &Software, Inc City of Redlands
. ~���
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By: Burton G.Willey By: Karl N. (Kasey) Haws
Title: President Title: Mayor
ATTEST
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City of Redlands
Final Bud,et Detail
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Summary of Costs
Users = 35, History= 7 Years
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Section I - Hardware
Application Server-IBM 7025-6F0 Pseries 620 Server 1 40,000 40,000 4,200
Discount due to increase in server pricing 1 (3,656) (3,656) N/A
AIX Subscription&Support Maintenance(3 Yrs) 1 3,562 0 3,562
Tape SubsystemIBM3580-L11 Ultrium Tape Drive 1 5,411 5,411 816
Server Monitor-IBM P76 Color Monitor 1 547 547 180
Power supply-APC Matrix-UPS 3K VA XR 1 2,984 2,984 N/A
Modem 1 359 359 N/A
Subtotal-Section! $ 45,645 $ 8,758
Section II -Operating System/Third-Party Software
Operating System AIX 1 50 50 T&M
TUN NET v10 Plus NFS/FTP PC client software 0 1,625 0 T&M
Thin Client/JSP Browser 35 190 6,650 1,663
RLDT 1 7,760 7,760 1,940
MicroFocus RunTime 4 1,380 5,520 1,380
Hummingbird Exceed X/Motif 1 545 545 T&M
Oracle 8i/9i Standard Edition 35 300 10,500 2,625
Subtotal-Section!! $ 31,025 $ 7,608
Section III -enQuesta Application Software Modules for
Water, Sewer, Storm Water&Recycling
Customer Service&Call Tracking,Billing-Rates engine,budget
billing/installments,AMR/Hand-held interface,OCR/Bar code interface,
Bill print,and CASS interface,User Note Pad,Cash Receipting,AIR,ACH
Funds Transfer,Misc.AIR,Credit and Collections,Automated Work 1 305,500 305,500 70,265
Orders,Cross Connections/Backflow Management,Meter Management
and FMS Skeletal G/L Interface. This license fee is based on 19,500 active
water metered accounts.
Subtotal-Section tit $ 305,500 $ 70,265
Section IV- Systems Support Services, Subcontractor
Services, Conversion, Interfaces and Travel & Living
Expenses
Systems support: Hardware,networking and third-party software 1 41,600 41,600 N/A
Systems support: IBM AIX,enQuesta desktop loading 1 16,000 16,000 N/A
Systems support: Implementation&integration 1 400,000 400,000 N/A
Travel,travel time and living expenses 1 80,000 80,000 N/A
Conversion 1 110,000 110,000 N/A
interfaces:A-r/HH(Itron MVRS),OCR/Barcode,CASS, Bill Print,ACH INC. 0 0 N/A
Additional interfaces:SunGard Financials&GIS 1 50,000 50,000 TBD
Subtotal-Section IV $ 697,600 $
Section V-Advanced Customer Care, Subcontractor
Services & Enterprise Ad Hoc Reporting Systems
Cognos impromptu Admin module 2 1,195 2,390 598
Cognos Impromptu User module 5 895 4,475 1,119
Systems support: Cognos 1 28,800 28,800N/A
Subtotal-Section V $ 35,665 $ 1,717
Total Budget Pete; s- .---- -., ,:44:Ak- . -..0•- :.i;.woif-T :6-icitifimSF5:$01,-XV.--;40453B1-I***88',348',:
Exhibit 1 Budget Detail/Notes Systems&Software,inc
5/2312003
City of Redlands
Final Budget Detail
. . . .•
• -
Section I - Hardware
lirOuctp"iliFti°44- •-;. +:)-• CoMponent Prim Total
- ' Maintenance"-
Web/Application & Database Servers:
Application Server-IBM 7025-6F0 pSeries 620 Server 1 40,000 $ 40,000 $ 4,200
Specifications:
Processor enterprise server&peripherals
2-way 600MHZ processor RS64IV chip technology
4GB memory
Qty.6-36.4GB SSA internal disk drives(218.4GB)
80/160GB interal disk drives
Discount for increase in hardware original quote to Redlands (3,656) $ (3,656) • N/A
•
AIX Subscription & Support: Support to include unlimited access to
IBM help desk Monday- Friday 9:00-5:00. Subcription includes free
new releases and upgrades. Price quoted for three year program. 1 3,562 $ - $ 3,562
•
Disk Subsystem: Qty. 6- 36.4GB(218.4GB integrated within the
server of redundant disk space(based upon preliminary estimates of
water and wastewater accounts with seven years of converted history
requirement,test/training area, etc.)with advanced SSA attachment,
power cords and power supplies. INC INC INC INC
Note: additional storage may be required depending upon amount of
online history,mirroring options, test/training areas,etc.
Tape Subsystem - IBM 3580-L11 Ultrium Tape Drive: Tape Back up
system with capabilities to do complete database within prescribed
time frame. This device will serve as backup/restore for servers. 1 $ 5,411 $ 5,411 $ 816
Server Rack 0 $ - $ N/A
Server Monitor- P76 IBM Color Monitor. (Includes extension cord,
Quiet touch keyboard, and Mouse) 1 $ 547 $ 547 $ 180
Power Supply-APC Matrix UPS 3000 VA XR uninterruptible power
supply w/computerized self-diagnostic monitoring and control
package. 1 $ 2,984 $ 2,984 N/A
Hayes optima 56K baud modems for online connection to S&S for
diagnostics and support purposes. 1 $ 359 359 N/A
Exhibit 1 Budget Detail/Notes Systems&Software,Inc.
5/23/2003
City of Redlands
Final Budget Detail
Section 1-Hardware
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Exhibit I Budget Detail/Notes Systems&Software,Inc
5/23/2003
City of Redlands
Final Budeet Detail
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Section II-Operating Systems/Third-Party Software
35 Total named users
Third-Party Software Annual Maintenance Charge begins upon installation.
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„„off.tiwtswfw,'"Wfm.,,-044010.0**,,,,:faitiaggewg.t.=ft,tft,,tf .::::ilYfairitiiiiiiiWA
Prepackaged operating system-unlimited user license. 1 $ 50 $ 50 T&M
, .
Thin Client/JSP Browser for 35 Named Users 35 $ 190 5 6,650 $ 1,663
RLDT 1 $ 7,760 $ 7,760 $ 1,940
Microfocus Runtime(10 packs)40 Concurrent Sessions 4 $ 1,380 $ 5,520 5 1,380
Hummingbird Exceed X/Motif terminal emulation for X-windows
support of Oracle 8i/9i or other performance monitoring tools. 1 $ 545 $ 545 T&M
Oracle 9i Standard Edition for 35 Named Users 35 $ 300 $ 10,500 $ 2,625
..s.aaiai.,,,:,,,toait-- 7,L:=g -t-tiO4:t,O7i/J:hik:iri4.P.,iiV:i',$ 'ft'Wa,.4effttiZStftlltafatifif,::.-SSf-A$*i_'C 67:4..,1,V.ittiA7460141
Exhibit I Budget Detail/Notes Systems&Software,Inc.
5/23/2003
City of Redlands
Final Budget Detail
Section III- enQuesta Application Software Modules for Water, Sewer, Storm Water& Recycling
product . -tiw ` ,.. ,:�_ :. �` ` ..,. ,- ,...�yY:�, -, .;. :a ��.,co� o� ne :roti!: -
•- • 'MalntlnMq'
CIS & Utility Billing Suite
Customer Service &Call Tracking
Comprehensive Rates& Billing Engine
Budget Billing/Installment Arrangements
Interfaces:
AMR/Hand-held Meter Reading Interface(Itron MVRS;
OCR/Bar Code Interface
CASS Interface
Bill Print
User Note Pad
Cash Receipting(includes cash teller stations, remittance processing
and lock box integration)
Interfaces:
ACH Funds Transfer
Accounts Receivable
Miscellaneous Accounts Receivable
Credit&Collections History Tracking
Automated Work Orders
Includes:
Customer Service Orders
Meter Orders
Scheduling
History Tracking
Backflow Management
Meter Management
FMS Skeletal G/L 1 $ 305,500 $ 305,500 $ 70,265
Lection Ill: Total enQuesta Application Software Modules :
Exhibit 1 Budget Detail/Notes Systems&Software,Inc.
5/23/2003
City of Redlands
Final Budget Detail
Section IV- Systems Support Services, Conversion, Interfaces and Travel& Living Expenses
Piad+ut cd:i64 on ' sr ��* -•j.•6;',.;-..-i,`;':..4';-;•!-•'�,_7 iv i�k$t.'�i;titi��,t- a i::ss'.-Y.+.h i � .; •Total lM
rir .
. - - ..- . - .i •�.��y't : a'� ' 'c•.i-q; pr :+ ..;�g:-Ail�"dtIs•P�=n: ���/ tPriC+f' 1:. :� . ,,.s
Systems support services associated with hardware,networking,and
third-party software preparation, setup,installation,shipping and burn.
in. 1 $ 41,600 $ 41,600 N/A
System support services for IBM AIX operating system general systems
management,enQuesta client desktop loading. Implementation,
instruction(2 AIX Training Classes), and overview of applications,and
support of environment during contract period. 1 $ 16,000 $ 16,000 N/A
Systems support services: Implementation&integration
Overall project management
Business process analysis
Requirements matching/fit analysis
Product configuration
Product customization
Parallel cycle billing/trial balance verification/testing
"Go-live' round-the-clock onsite support
Post "Go-live" on site support
Installation and training of enQuesta applications for all users
Train-the-trainer program
Post-implementation support 1 $ 400,000 $ 400,000 N/A
Estimated travel, travel time &living budget. 1 $ 80,000 $ 80,000 N/A
Conversion: Data mapping, professional services,cross referencing,
and electronic conversion of utility accounts.Including 7 years history
volume(assumed to be in same format for total number of years
converted)and mutually agreed upon relevant files(based upon
19,500 active water,sewer,solid waste and recycling).
RMUD would provide current file layouts,field codes,data files,hard
copy lists,and a point of contact familiar with all aspects of the utility's
data/table and file structures/systems. Files will be provided in ASCII
delimited format via Technology Consultants or another data
conversion vendor. Data will be sent via FTP or provided on 1/2" 9-
track,4mm,8mm, Ultrium, CD,or IBM Magstar media. 1 $ 110,000 $ 110,000 N/A
Interfaces provided as part of our standard enQuesta implementation '
Included: Itron AMR/hand-held,OCR bar code,CASS,Bill Print,
Cashiering with enQuesta Cash Receipting module,and ACH bank
drafting. INC. $ - $ - N/A
Interfaces that will be developed for the City of Redlands as part of
this contract:
1)Sungard/Bi-Tech Financials to include daily G/L output from
enQuesta,and Miscellaneous Cash output to City A/R. 2)Input of
specified fields from GIS database into enQuesta database.(see
Exhibit 7 Addendum to Functionality Checklist) 1 $ 50,000 $ 50,000 TBD
Section PI Total Systerims Support Services,, Conversion;Interfaces;and '.i:-•- : i=';1'" 0"�=1'�:"''J it . ;I
Travel and Living Expanse1• . • ' - • c.,•:.,,---.. `z3.-if-r,......7.407,600,,' '
Exhibit 1 Budget Detail/Notes Systems&Software,Inc.
5/23/2003
City of Redlands
Final Budpt Detail
Optional-Advanced Customer Care, Subcontractor Services &Enterprise Ad Hoc Reporting Systems
5 Concurrent ad hoc query sessions
„
,fffv,,t,y,„ cttwu,torat*t,.,VM5--fViatfhfrZnfgfafZfffXfWnf1;:fPAtli- Eik:IUD Asf-.4.,m4AL.,.-4,V4P-ffistOfiZ-Total:Ai4
Pro444,Desgfptfifixv="wilfsylttArfitmffNaMINWt4COVV&W to-4_,A"toefoo
eohwt:lot,vowMarttenanc
Cognos Impromptu Admin module.
Cognos Impromptu,annual maintenance commences at the date of
order($598) 2 $ 1,195 $ 2,390 $ 598
Cognos Impromptu User module.
Cognos Impromptu,annual maintenance commences at the date of
order($1,119) 5 $ 895 $ 4,475 $ 1,119
System support services for Cognos query products. Includes
assistance setting up the data catalogs,using products and supporting
queries during contract period.
Includes S&S sending 2 RMUD employees to 1 week of Cognos
Impromptu classes: Administration,v5,0 2 days;Report Building,v5.0
1 day. Travel-related expenses to be paid by customer. 1 $ 28,800 $ 28,800 N/A
441_ cil1
,
5- -Tett4li
g' E
itzit7t1:710;it
Exhibit 1 Budget Detail/Notes Systems&Software,Inc.
5/23/2003
City of Redlands
Final Budset Detail
attMzgsost*tjtazvsms44*oxtWtMtnIkt0*RiastgaonteVlmitafMIRVOPfftilTVMM%M*taIgVt4Wk
Notes and Assum•tions
.,t*AitkVMRMZ"afnaaiit*ZtttMa*"*a*itMtitttaiOV.MNNVINtMijtia2WWVrgfliVOOA'SAt
1. Key for table. "INC" =included in the pricing given. "OTC" =one time charge for IBM corporation,unless IBM policy changes
in the future, in which case current IBM policy would dictate, "N/A" =indicates an annual or extended maintenance plan doesn't
exist for the product. "T&M" =indicates the third-party application or product does not carry an annual maintenance fee, but may
be upgraded in t he future should City of Redlands want or require the follow-on product, "TBD" =to be determined pricing.
2. IBM Global Financing(IGF)offers an attractive lease option,if desired. 100%total turnkey enQuesta solutions can be leased for
over 2,3,4,or 5 years. The following!GE stat and local government lease rates(interest percentage and rate per thousand dollars
'leased)are provided for planning purposes only. A firm quotation from IGF can be developed once best and final contract amounts
have been determined.
Conti:#44,09,,**41ti):It•jiii24',44.0thaw k*mottigeb3;*makiihit.,:oi*i-t41)14-101tV Lease Rate Lease late Rate L'e
01,7-iN
IBM Hardware 6.00%(44.32) 6.50%(30.65) 7.10%(23.99) 7.10%(19.85)
Non-IBM Hardware N/A 7.95%(31.31) N/A 8.22%(20.38)
Non-IBM Software N/A 7.68%(31.19) N/A 7.96%(20.26)
Non-IBM Services N/A 7.68%(31.19) N/A 7,96%(20.96)
3. Hand-held or AMR meter reading uploads/downloads would be performed through a personal computer,via FTP or NES.
Systems support services or interfaces which are performed,which need to be re-done for work performed with non-compliant
hardware or software products,will be invoiced under separate contract. It is the responsibility of City of Redlands to ensure that
integrated/interfaced products are compliant and supported by their respective vendors.
4. City of Redlands will be responsible for providing either TCP/IP Ethernet or RS232 serial access to all sites or user locations, local
or remote,where S&S is expected to have users log on from a PC,or print to a networked printer.
5. If other applications are required for lock box or file transfer applications(3780 emulation,kermit,pkzip,etc.),these applications
will be provided by S&S under this contract.
Also, City of Redlands should have an NES or FTP solution loaded on each PC for which file transfer/access between the pSeries
Server and personal computers is required(ODBC querying,hand-held meter reading interface,bank draft interfaces,billing data
download to bill print vendor,(depending on configuration),etc,),
6. City of Redlands will have to assign S&S IP addresses within its range structure for the servers and other required equipment, if
any. S&S will require 10 IP addresses to be assigned to it for onsite PC and printer support.
7. At the appropriate juncture,S&S will required that City of Redlands forward a copy of the current master files and history files, in
fixed ascii format,as specified in the support section the budget detail. S&S points of contact:
Rob LeClair,Key Account Executive,802-655-4400 X-208
Linda MacDougall,Implementation Director/Project Manager, 802-655-4400 X-340
8. enQuesta data files would be available for import use by other PC-based or host-based applications,via Cognos or other SQL
products or ODBC compliant report writers.
9. Video Teleaconferencing equipment will be furnished by S&S at no charge to the City of Redlands for the duration of the project.
The City will be responsible for providing appropriate meeting room space and appropriate ISDN
10. 24/7 Beeper Support is available as an addition to the Annual Software Maintenance&Support Contract at an additional 2%of
the enQuesta license fee.($6,110)
11, enQuesta maintenance under the Annual Software Maintenance&Support Contract begins 90 days after Go Live,
Exhibit 1 Budget Detail/Notes Systems&Software,Inc.
5/23/2003
City of Redlands
Final Budget Detail
r •
Notes and Assumptions
'12. The City of Redlands is licensed for 35 named users of the enQuesta modules listed herein. Additional licensing will be
purchased at$12,500 per block of 5 users with an annual maintenance charge of$2,875.
13. Third-party software will be purchased by the City of Redlands as required should user count grow beyond the projections as
recorded in the User Matrix.
14. The City of Redlands shall provide dial-up lines for modem and VPN access to the system for S&S to provide remote support.
15. At this juncture, bill printing is assumed to be utilize existing HP 8100 laser printer.
16. City of Redlands shall provide training space with 8-10 PC desktops,2 printers,an overhead display,or other pertinent training
resources. S&S shall also need work space for its staff while onsite for requirements matching,fit analysis, consulting,training,or
installation work.
17. The City of Redlands shall be liable for all applicable sales tax.
Exhibit 1 Budget Detail/Notes Systems&Software,Inc.
5/23/2003
Scheduled Milestone Payments
Ref.# Date* Amount Due Total Milestone Description
Ariiount _
1. 6/03/03 j 278,858.75 25% At effective date of contract execution.
2. 6/16/03 111,543.50 10% Project Kickoff-Commencement of Business Process
Analysis with Team on site at the City of Redlands
(Review project,fit analysis, data mapping/conversion,
etc)
3. 9/01/03 55,771.75 5% Data Mapping Sign Off by S&S and the City of
Redlands.
4. 9/15/03 55,771.75 5% Delivery of Server and Related Hardware to City of
Redlands and acceptance sjgned off.
5. 9/30/03 111,543.50 10% Business Process Analysis with Requirements/Scope
Sign Off by S&S and the City of Redlands
6. 10/20/03 ' 55,771.75 5% Validation of enQuesta UtilitySuite Testing &Training
Environment and completion of Core Team training by
S&S, and City of Redlands.
7. 1/26/04 55,771.75 5% System validation testing of customized Application
Software to meet the needs of the City and sign off by
S&S and City of Redlands.
8. 02/16/04 278,858.75 25% CIS cutover and Go Live of enQuesta UtilitySuite in a
production environment(including data balanced and
converted in accordance with prior mutually agreed to
milestone criteria).
Go Live criteria further defined using Acceptance
Criteria documents, introduced during Business
Process Analysis phase. Go Live mutually signed off on
by S&S and the City of Redlands.
9. 5/17/04 111,543.50 10% Upon System Acceptance(completion of any
outstanding contract-related punch list items) of
enQuesta UtilitySuite project by sign off from City of
Redlands and S&S 90 days after sign off date of Go
Live from Milestone 8.
Totals _ $1,115;435.00',
* These are estimated dates and are represented on the Implementation Plan. Milestones will be paid per the
terms of the Information System Agreement as they are met and signed off by S&S and the City of Redlands as
successfully completed. This may be before or after these dates.
Terms:
1.90 days free maintenance after go-live date.
2. Fixed price contract.
3. Fixed travel budget.
4. Video Tele-Conferencing equipment included at no charge.
Exhibit 2 Payment Schedule Systems& Software,Inc.
5/22/2003
___
City of Redlands Implementation Plan
rter 2nd Quarter 3rd Quarter i 4th Quarter 1st Quarter 72nd Quarter i 3rd Quarter
ID 1Task Name Feb r Mar Apr I May I Jun Jul I Aug Sep Oct I Nov ' Dec Jan Feb ' Mar I Apr l May I. Jun Jul 1 Aug
1 I City of Redlands Proposed Project Plan 6/3 "W
,i k,,) 5/17
2 Contract Execution 6/3>0 Contract Execution
3 Data File Analysis : III 6/6
4 Project Kickoff 6116 ( ) 6/19
5 Formal Project Kickoff Meeting 6116 0 Formal Project Kickoff Meeting l
6 Business Process Analysis Meeting II 6/18
7 Technical Infrastructure&Hardware Analysis I 6/19
Data Mapping Trip 11: 7111
........._..
9 Fit Analysis Week 1 5 7/25
10 Fit Analysts Week 2 5 8/8
11 Data Mapping Sign-Off .,
9/1 0 Data Mapping Sign-Off
12 Business/Scope Fit Document 5 9/12
13 Go-Live Requirement Document 5 9/12
14 AIX Training 5 9/12
15 Install Hardware&Software ,
9/15 0 Install Hardware&Software
16 Business Process Analysis/Scope Sign-Off
9/30 0 Business Process Analysis/Scope Sign Off
17 Sandbox Installation&Basic Training ., 5 10/10
18 Testing Environment Validation 10/20 0, Testing Environment Validation
19 Conversion Activities -i- ,i-: '-,,,-• , ,i,' ,, 12/26
iMilimIN
20 Basic Training 5 10/31
--2-1l—*I Process Training to Entire Staff-Week 1 5 12112
! 22 Process Training to Entire Staff-Week 2 5 12/19
1 23 ; Process Training to Entire Staff-Week 3
l 5 1/9
24 Follow-Up Process Review-Week 1 5 1/16
25 I Go-Live Decision Date 11/15
i 26 Follow-Up Process Review-Week 2 5
27 Customized Application Software Sign-Off
1/26 0 Customized Application Software Sign-Off
28 Cognos Training II.! 1/30
,
29 Pre Go-Live Activities !I 2/13
30 Go-Live ,
2/17 0 Go-Live
il 31 Post Go-Live Period
i 2/24
,-,;• 32 Post Implementation Review
Fs 4/16 i(\'.> Post Implementation Review
33 Warranty Period ",,-' ..'- 5/17:.
:
Iilimi
p 34 Final System Acceptance
W
5/17 0 Final System Acceptanc
Exhibit 3 Implementation Plan
Systems&Software,Inc
IA Fri 5/23/03
0 _
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Systems
& Software
401 Water Tower Circle
Colchester, VT 05446-1928
Telephone: 802-655-4400
Fax: 802-655-4401
www,ssiutilitysuite.com
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 on the reverse side)installed at the Customer's site. The term of this Agreement is from to 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: Customer Name:
Installation Site: Address:
Contact: Address:
Telephone: City/State/Zip:
Description of Licensed Software and
Quantity Services Maintenance Fee Extension
TOTAL ANNUAL MAINTENANCE FEE L
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 reverse side hereof, 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 FOR A PERIOD OF FIVE(5)YEARS, OR THE TOTAL PAYMENT OF THE EARLY EXIT FEE RESULTS IN TERMINATION
OF THE CUSTOMER'S LICENSE TO USE THE APPLICATION SOFTWARE.
THE PARTIES HAVE READ THIS AGREEEMENT, INCLUDING THE REVERSE SIDE HEREOF, 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. CUSTOMER
SIGNATURE SIGNATURE
Title Title
Date Date
Exhibit 4 Annual Software Maintenance Agreement Systems&Software, Inc.
1. DEFINITIONS: information of S&S, employing at least those precautions which the
Customer employs to protect its own information of a similar nature,
A. "Application Software" shall mean the enQuesta UtilitySuiteTM 6. MAINTENANCE AND SUPPORT SERVICES: S&S shall perform
software or the MUPS software licensed by S&S to the Customer, corrective maintenance as specified in Attachment A. S&S shall
B. "Attachment A" means Attachment A to the Annual Software provide corrective maintenance from its business premises via the
Maintenance & Support Contract, which provides guidelines and technological means and in the manner set forth in Attachment A.
policies relating to maintenance and support services. Attachment A The Customer is responsible to provide access capability to allow S&S
is attached hereto and incorporated herein and forms part of this access into Customer's information system as set forth in Attachment
Agreement. A. Corrective maintenance will be provided only for the current
C. "Documentation" means all materials relating to the Licensed version of the Application Software and the most recent release just
Software consisting of tangible, human-readable materials containing prior to the current version. Corrective maintenance will be provided
information developed for use in conjunction with any component of solely if the Application Software is not functioning in accordance with
the Licensed Software, including, without limitation, manuals, user its design specifications. In the event that Customer desires a
documentation,and training materials. different functionality, such requests for changes are not covered
D. "Information System Agreement" means the base contract, if any, under the fee set forth on the front page of this Agreement. If the
between the Customer and S&S relating to installation of an Customer elects to cease maintenance support on particular line items
Information system by S&S. or modules, the Customer must pay for all prior annual maintenance
E. "Licensed Software" means the Application Software, operating fees that were not paid if it desires to reinstate the particular
system software, and third-party software listed on the front of this application. S&S is not required to perform corrective maintenance
Agreement, The Licensed Software does not include the source code, with respect to Application Software malfunctions caused by (i)
2. LICENSE: S&S grants to the Customer a nonexclusive and Customer's modifications to the Application Software unless
nontransferable right and license to use the Licensed Software solely performed at the direction of S&S; (ii) Customer's failure to use
for the Customer's internal business purposes in accordance with the updates, enhancements or program error corrections; or (iii)
provisions of the Information System Agreement, if any. Unless Customer's failure to use the Application Software in accordance with
otherwise specified in an Information System Agreement, (a) if the this Agreement or the Information System Agreement.
Customer experiences any increase in its metered account volumes 7. MODIFICATION SUPPORT: The Customer may request modifications
beyond five percent per year, then Customer must pay additional to the Application Software as set forth in Attachment A.
license fees to S&S, such additional fees to be negotiated in good 8. DISCLAIMER OF WARRANTIES; NO LIABILITY: S&5 DISCLAIMS
faith; and (b) if the Customer experiences any growth, regardless of AND EXPRESSLY WAIVES ALL WARRANTIES, EXPRESS AND
the amount, due to the purchase of or merger with another entity or IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
due to circumstances outside the ordinary course of business, then WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. UNDER
Customer must pay additional license fees to S&S, such additional NO CIRCUMSTANCES SHALL S&S BE LIABLE FOR ANY DIRECT,
fees to be negotiated in good faith. The license granted to Customer SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL
shall be automatically revoked at such time as(i)the Customer ceases DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO,
to use the Licensed Software; (Ti) the Customer cancels this DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE, SYSTEM
Agreement prior to completing five (5) years of the Annual FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY OTHER
Maintenance & Support Agreement and did not pay the Early Exit DAMAGES OR LOSSES IN CONNECTION WITH THE USE OF THE
Fee; or (iii) the Customer breaches this Agreement in such manner LICENSED SOFTWARE OR OTHERWISE, EVEN IF S&S HAS BEEN
that adversely impacts S&S's proprietary rights in the Licensed ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Software. 9. REQUIREMENTS UPON TERMINATION OF LICENSE: At such time
3. OWNERSHIP OF APPLICATION SOFTWARE: The Customer as the license for the Application Software terminates and prior to
acknowledges and agrees that S&S shall have and retain sole and Customer completing five (5) years of the Annual Maintenance and
exclusive ownership of all right, title and interest in and to the Support Agreement and the payment of the associated fees, or
Application Software, including ownership of all trade secrets and payment of the Early Exit Fee, the Customer shall cease use of the
copyrights pertaining thereto. The Customer further agrees that S&S Application Software and return to S&S or destroy all copies of the
shall have sole ownership of all improvements and modifications made Licensed Software and all Documentation in the Customer's
to the Application Software,including,without limitation, those made possession or under its control. Within ten (10) business days after
in connection with modifications or improvements to benefit the termination of said license, the Customer shall send written
Customer, regardless of whether such improvements and confirmation to S&5, by first-class, certified mail, return receipt
modifications are made by S&S alone or together with the Customer requested,that Customer(i)has completed such destruction or return
or third parties, of the Application Software and Documentation;(ii)has not permitted
4. COPYING OF APPLICATION SOFTWARE PROHIBITED: Customer any improper disclosure, use of or access to the Application Software
may prepare one copy of the Application Software for backup or Documentation; (iii) acknowledges and agrees that Customer
purposes only; provided that the backup copy may be used only remains bound by the confidentiality provisions set forth in Section 5
during the term of the license and the copy shall be destroyed or above. Customer agrees that S&S shall have the right to disable the
returned to S&S upon termination of the license. The Customer may Application Software upon the termination of the license; provided
prepare a reasonable number of copies of the Documentation for that S&S shall not disable the Application Software if the Customer is
internal use only; provided that the copies of Documentation may be contesting the termination in good faith and the Customer continues
used only during the term of the license and the copies shall be to pay all fees required by this Agreement and any Information System
destroyed or returned to S&S upon termination of the license. Agreement when due.
Customer shall not have the right to prepare any archival copy of the 10. INCONSISTENT PROVISIONS: In the event that provisions in this
Application Software or Documentation. Agreement are inconsistent with corresponding provisions in the
5. CONFIDENTIALITY AND NONDISCLOSURE: Customer Information System Agreement,the provisions in this Agreement shall
acknowledges that the Application Software constitutes trade secrets govern. Corresponding provisions in the Information System
of S&S and acknowledges that the Application Software and Agreement and in this Agreement that provide more detail or result in
Documentation are confidential and proprietary property of S&S. greater protection to S&S shall not be deemed to be inconsistent with
During the term of this Agreement and for a period of five (5) years each other; only provisions that are in direct conflict with each other
thereafter, Customer agrees to limit access to the Application shall be construed as inconsistent provisions.
Software, Documentation, and any other confidential information of 11. MISCELLANEOUS: In the event that a particular provision of this
S&S (including, without limitation, any information marked Agreement is found to be in violation of any applicable law, each such
"Confidential" by S&S) to only those employees who require access provision shall be enforced only to the extent it is not in violation of
thereto in order to use the Application Software for permitted such law or is not otherwise enforceable; and all other provisions of
purposes. Customer further agrees that it shall not make available or this Agreement shall remain in full force and effect. This Agreement
disclose the Application Software or other confidential information of shall be governed by the laws of the State of California,without giving
S&S to anyone without prior written consent of S&S, and shall take all effect to the principles of conflicts of laws.
reasonable precautions to maintain the confidentiality of the
Application Software, Documentation, and other confidential
Exhibit 4 Annual Software Maintenance Agreement Systems&Software, Inc.
5/15/2003
EXAMPLE of 2003 Terms, 2004 Terms
provided no later than 12/31/2003
Attachment A
2003 Annual Software Maintenance & Support Contract
A. Please review the following information:
m
Your organization's 2003 Annual Software Maintenance & Support Contract is attached. A
signed copy of the 2003 Contract is due at Systems & Software(S&S)offices and is payable by
January 1, 2003.
0 This document is the 2003 Attachment A to the Annual Software Maintenance & Support
Contract. It governs use of the UtilitySuite applications, and outlines the guidelines under
which Systems & Software provides support to its customers for the 2003 calendar year.
B. Contractual Considerations:
Under the support umbrella concept,the plan for 2003 again reflects one maintenance contract,inclusive of
Systems & Software UtilitySuite (MUPS or enQuesta Ut///tySv/ter~/ software maintenance, UtilitySuite
telephone support, Query!Report Writer how-to telephone support (Computer Associates' 0 character!
text-based version for AIX, Cognos' Impromptu, or Computer Associates' EUREKA:Reporter for the
UtilitySuite relational database solutions), and support for CIS-based customer letter generation
customization or changes.
Please see notes of clarification for this policy under items E. What is Covered under the Annual Software
Maintenance&Support Contract and F. What Guidelines Govern the Annual Software Maintenance&
Support Contract, as there are exceptions to this umbrella support plan.
Your 2003 contract may reflect billing for third-party products which were put into use by your organization
in 2002, but which were not invoiced with the 2002 Annual Software Maintenance &Support Contract. In
these cases,your 2003 contract may include a prorated portion of 2002 billing. In essence,you'll see greater
than 12 months of maintenance. Or, if third-party products will be put into use by your organization on
some date after 1/1/2003, you will see a prorated (less than 12 months) figure for 2003.
If your organization's initial contract with S&S was signed in 2002,your 2003 contract will be prorated for a
portion of the 2003 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 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 or ''month|y billed transactions"
customers your organization supports with the licensed UtilitySuite applications,the number of supported/
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
401 Water Tower Circle
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Colchester,vTos**6
Systems&Software "ww,,,iuti|itypw/te,com
p: 802-655'4400
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Exhibit 5 Attachment A-Annual Software Maint&Support 5//:m3
Attachment A
2003 Annual Software Maintenance & Support Contract
'technical support coverage" |inehemnef|ectsthenum6erand size of instaHed servers running or used by
UtilitySuite; the relational database solution in use; and other technical or 3' party support requirements
unique to a customer's implementation. Use of the UtJitySwde licensed business applications requires
payment on an annual basis of Annual Software Maintenance & Support fees,
C. Did Your Organization Purchase an S&S EMO (Extended Maintenance Option)for the U6//tySvite
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.
Q. 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 contract, and some commence earlier, such as most
products from IBM,Oracle or Cognos,which commence immediately at the time of purchase or installation.
Others are handled on a contract basis as incurred. Examples of this would include upgrades of IBM'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 at any time, and their maintenance policies are therefore adhered to
accordingly.
Customers who utilize Frank Solutions' IVR/IWR(PhoneTouch/WebTouch)offerings may have their annual
maintenance for the respective FSI-licensed software,services, or hardware products invoiced directly from
Frank Solutions. In other cases, S&S will invoice FSI's portion of the annual contract(though FSI's portion
will be invoiced separate from the main annual invoice customers are accustomed to seeing).S&S will always
invoice the S&S UtilitySuite licensed portion of the IVR/IWR(PhoneTouch/WebTouch)solution as 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 is inclusive of the items
listed below:
y, License to use the UtilitySuite business application As licensed business software solutions,
maintenance must be paid annually in order to continue use of the UtilitySuite(MVPS or enQuesta
UtilitySuiteTM)licensed business products.
401 Water Tower Circle
Colchester,vTom46
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Exhibit 5 Attahme,oA—Annum|so*wanewomtusvppprt 5/15m3
Attachment A
2003 Annual Software Maintenance & Support Contract
. .
2. Authorization to receive support services for the topics referenced in this section from S&S for the
calendar year, January through December 2003,
3. A new release of the licensed UtilitySuite application software, when such application software
release becomes generally available and a separate upgrade engagement has been established
between S&S and the customer. The primary feature of our ASM&SC is that the licensed
software appiication is not bought multiple times; customers license the "application" once.
Thisho|6strueavenwiththemigrndonpat6fronnyNUP5toenQuestaUtditySu/ten^. This support
criteria applies to the application software itself;the range of systems support services associated
with deploying production UtilitySuite software are handled under a separate fixed-contract. This
separate services contract may include converting/ migrating a customer from one version of
UtilitySuite to another, performing assurance testing, performing interface testing, training
customers on new versions of the application software,or purchasing additional hardware or third-
partysofuwa,epro6ucts,
4. Fixes, error corrections, or corrective procedures for the supported versions of UtilitySuite (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 updates, corrections, or
new releases are returned to S&S upon loading said object code. See the K,Secannounc=ment
from 2001, requesting of all customers that Internet access, for S&S's support of your account, is
provided. Required for enQuesta UtilitySuiterm,all customers using this product must provide VPN
access to S&S in order to support the product and Oracle database.
6. New documentation or Meta data (KnowledgeBase/ Catalog/ data dictionary detail), as made
available by module. S&S understands that due to the customized nature of the various applications
for customers, and the speed with which refresh updates ornewre|easesareJeve|opedan6/ o,
deployed,that customers may not always have documentation which exactlyapplies to the version
they are running. Customer practices show,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 is now deployed only via Systems&
Software's customer website, at www.ssiutilitysuite.com/customer, This will be for MUPS System
6.8 or/ater versions only(enQuesta Uti//tyIu/tenw is considered a "tater"version). These PDF-
based documents are updated on an ongoing basis.
DF'6ase6documentsareup6ute6onannngoing6asb.
7C/S-based customer letter generation reflects the need to support the integration of Utility5uite
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
'
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Exhibit sAttachment A—A"oon|spmwarewmint&Support snxms
Attachment A
2003 Annual Software Maintenance & Support Contract
routine letter or Work Order/ Customer Service Order document maintenance.
8. Support related to items that are normally charged but are minor in nature may be waived solely at
the discretion of S&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 of the work to be performed and the frequency of occurrence.
9. 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 UtilitySuite
products,non-customer personnel may attend only upon written request,and S&S reserves the right
to refuse attendance at customer conferences to non-customer attendees. A fee of$2,500 per day
per non-customer attendee will apply, if such non-customers are authorized to attend. In some
cases, customers may be required to sign non-disclosure statements at such events.
10. Periodic Training Classes are scheduled to be conducted at S&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, Billing,Credit&Collections,Work Orders,FMS,etc. S&S will take
input from Executive/User Forums, Customer Listening visits,surveys, and requests made through
our Customer Service Department, website, and account representatives.
11. Periodic informational announcements or newsletters covering new announcements, UtilitySuite
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 la character for AIX (non-database customers), EUREKA:Reporter (formerly
called IQ/Objects)or Cognos Impromptu(both for database customers), IBM's UniData products,
Micro Focus's Server Express Runtime Licenses(assuming the initial upgrade to Server Express was
paid under separate contract), Ascent/a/'» DataStage (for S&S's UtilitySuite Decision Support
Solution (DSS) data warehousing offering), enQuesta UtilitySuiteTM 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. Again,deployment or training services for such are handled on a fixed-contract
basis. Products not shown as line items on the Annual Software Maintenance & 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
- -
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Exhibit 5 Attachment A—Annual Software mo/^,mSupport 5/15m3
Attachment A
2003 Annual Software Maintenance & Support Contract
administration task support; miscellaneous RS/6000 (or key peripheral component, such as tape
drive or disk subsystems) or operating sysem malfunction support; UniData or Orade database
tuning/performance tuning support; and data backup and restoration support. This support does
not replace the availability to customers of services such as ConsultLine or SupportLine, both from
IBM. (These services provide round-the-clock, specific coverage for topics ranging from AIX, to
Printer support,to HACMP support). 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: processors,
memory, disk, and tape drives. Other topics include: OS level, ke,nel changes, user security,
printers,network configuration,paging space,and scheduled jobs. Appendices display contents of
specific files for use as 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/ I/O, memory, processors,
database, etc.). The goal on a proactive basis would be to potentially eliminate problems before
they become significant issues.
F. What Guidelines Govern the Annual Software Maintenance & Support Contract?
7. Under this contract, customers will receive unlimited daytime phone, mo6em, Internet, and fax
support for areas related to the operation of all licensed UtilitySuite modules under the supported
version(i.e.,the current version and the most recent release just prior to the current version of the
application)and,more specifically,for the business processes/features which are accommodated by
UtilitySuite 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
ustomer'speci6cfunctions that may not be in production use within your organization. If an organization
decides at a later date to make use of a new feature or business process, this would be clearly
defined as "new" work which would be supported under a separate fixed-contract, not "how-to"
support for an existing business process.
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 Desk from new personnel will
indicate the actual capabilities or level of training new personnel have received.This information will
be shared with customers and,if necessary,related services will be contracted for separately outside
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Exhibit sAttachment A—Annual Software Maint&Support 5/15/03
Attachment A
2003 Annual Software Maintenance & Support Contract
of the Annual Software Maintenance Support Contract.
How-to phone support would generally entail a 1/2 hour 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
work effort would be handled separately on a fixed contract basis. Possible examples would be:
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 Utility.Svite' and other support items of this
nature.
This scope of work would clearly be defined as "implementation of new business processes" or
consu|tinQomsi6eof 'ho~'to'te!ephonesuppprt^
2, IQ character for AIX and EUREKA:Reporter or Cognos Impromptu(for database customers)support
includes how-to, report writing question/ answer, Knqvv/e6Be8ase/ Catalog/ meta data/ 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 Cugnos, 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 Knovv|e6ge8ase/ [uta|ug/ Meta
data/ 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
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Attachment A
2003 Annual Software Maintenance & Support Contract
-
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 functions.
ustomer'ralate6co,mespon6encefunction,.
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. 24x7 pager
support is 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 of new operators; consulting, hardware or site
planning and infrastructure support; Value Added software support (for applications other than
those referenced in Section E9.); or any topics generally considered to be "new business". This
time would be billed separately under a separate 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 of the annual plan, As such, S&S supports this area on a fixed
fee banis, assuming specific work scope can be defined in advance, as /ncurrad, and regrets any
budgeting inconvenience this may cause, For the vast majority of technical or third-party situations
which arise,S&S believes this method to be the fairest way to support customers in areas over which
S&S has |itt|e, if any, responsibility or systematic controls,
6Outside of Systems Support Services covered under the Annual Software Maintenance & Support
Contract as reflected herein all other Systems Support Services in 2003 will be invoiced at the rate
of$160.00 per hour, with a minimum 1/4 hour charge. Off-hours (Spm-8am, or holiday!weekend)
support will be invoiced at S320.00 per hour. Involvement of other vendors,whose services may be
required, 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
[onsu|tLinec6arges.
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Exhibit sAttachment A—Annual Software M"intuSupport 5/15/03
Attachment A
2003 Annual Software Maintenance & Support Contract
Given that the range of systems support services generally reflectmultiple 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 at any time, depending on the
scenario or the value-ad proposition to the customer,
7. All other UtilitySuite or non-UtilitySuite-related support ,ervices, preparation time, consulting,
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.
8. In an effort to limit the volume of application software change requests from customers in 2003 due
to the inherent risk to customers in requesting custom nnodification, to versions of MUPS
Uti!itySuite that are in "maintenance mode" (as new release level code cuts to MUPS v7.7 and/or
enQuesta UtititySuite TM 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.
6. 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
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Exhibit sAttachment x-Annual Software mmmmSupport 5/15m3
Attachment A
2003 Annual Software Maintenance & Support Contract
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'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
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@ssiutilitysuite.com, support@ssiutilitysuite.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, vm*w.ss/uti|itynuitezonn/
customer. ABn/n, 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.
6, 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.ssiutilftysuite.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
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Exhibit sAttachment A—Annual Software m»/ntmSupport 5/15/03
Attachment A
2003 Annual Software Maintenance & Support Contract
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 solutionssuch as PhoneTouch
and WebTouch 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
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 continue to be modified in order to support customer requests and
feedback.
10. It is required that all customers provide the requisite number(at least one)of dedicated asynchronous
modem access lines(with modems)such that S&S can support customers on a 24x7 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 wwvv.ss/pti|itysuite.conn/custompr. Use of this tool will
alleviate risk associated with slow, asynchronous modem access to customer's RS/6000 servers.
Again, required for enQuesta UtilitySuiteTM, all customers using this product must provide VPN
access to S&S in order to support the product and Oracle database.
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Exhibit 5 Attachment A—Annual Software Maint&Support 5/15/03
Attachment A
2003 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,
2003:
l' Have you read and understood these documents?
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 2003 contract?
4. Have you signed this page of Attachment A?
Have you faxed the contract and page 10 of Attachment A to the Finance &
5.
Accounting Department at(802) 655-6582?
Signed:
Company:
Date:
312841_v6'7028-00003
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Exhibit 5 Attachment A—Annual Software Maint&Support 5/15/03
EXHIBIT 6
City of Redlands Request for Proposal (RFP) dated September 3, 2002
and
Systems & Software, Inc. Proposal dated October 3, 2002
The above documents are referenced as Exhibit 6 for the purposes of this
agreement. An original of each document is on file with the City Clerk of the City of
Redlands and will not be attached to each copy of this agreement, dated May 20,
2003.
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Overall System Requirements
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Ability to conduct mass changes across accounts,
customer records, or premises. For example, Zip/Postal Planned for a future release of
O 22 code changes. NV enQuesta
Provide the ability to establish approval based on dollar Planned for a future release of
O 44 level thresholds. NV enQuesta
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Cash Receipting - Integrate into CIS or Interface with a Third Party Application
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Ability to transfer comments related to miscellaneous Custom Modification - Fixed fee
City Payments to the Sungard Bi-Tech General Ledger included in Exhibit 1 Budget
_C 36 module through an interface. C Detail/Notes.
Ability to record Accounts Receivable (AIR) invoice
number for non-utility bill accounts receivable
(miscellaneous GL payments only) and update the AIR Custom Modification - Fixed fee
history through an interface without re-keying included in Exhibit 1 Budget
C 37 information into Sungard Bi-Tech application. _C Detail/Notes.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
ixhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
:ATEGORY: General Ledger Interface
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Interface with Sungard Bi-tech's Accounts Receivable
and General Ledger module (through batch process or
direct update). The timing of this interface is user Custom Modification - Fixed fee
defined (daily, weekly, monthly, etc.). General Ledger included in Exhibit 1 Budget
includes all balance sheet accounts, revenue accounts, Detail/Notes. The interface will be
GL 1 and expenditure accounts. (See C-39 for format.) C created on a daily basis.
Systems and Software will not
Ability to provide in interface to the Sungard Bi-tech create an interface to the Sungard
Accounts Payable and General Ledger modules for Bi-tech Accounts Payable module
check generation requests for credit refunds or deposit for the payment of customer
GL 5 ,refunds for utility billing_accounts. ,F refunds.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Geographic Information System (GIS) Interface
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Included as part of the city of
Redlands ESRI interface to
G 1 Ability to export entire database to DBF table(s) CenQuesta.
_ .
Included as part of the city of
Ability to access data stored in Unix-based GIS via CIS Redlands ESRI interface to
G 2 interface. M enQuesta.
Future Requirement. Scope and
Ability to establish connect/link directly to CIS database cost estimate to be provided at a
G 3 from the Unix-based GIS. M later date.
Future Requirement. Scope and
Ability to view general map information stored in cost estimate to be provided at a
G 4 GIS/ESRI format via CIS interface. C later date.
Included as part of the city of
Ability to receive data from GIS and use to populate Redlands ESRI interface to
G5 tables within CIS database. M enQuesta.
Ability to produce maps related to various customer Future Requirement. Scope and
service requests, such as new meter install, pressure cost estimate to be provided at a
G6 problems, sewer blockage and doortags. M later date.
Future Requirement. Scope and
Ability to download information from handheld field cost estimate to be provided at a
G7 computers to CIS database via interface. M later date.
Ability to take a new customer location (xy coordinates)
and "overlay" onto to various GIS layers to automatically Included as part of the enQuesta
populate data fields such as street sweeping/trash interface to the city of Redlands
G8 pickup days, meter-read cycle and water pressure zone. M ESRI solution.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Included as part of the enQuesta
Ability to create database files containing addresses of interface to the city of Redlands
G9 the above customer requests via CIS interface. M ESRI solution.
Future Requirement. "Drill down"
enQuesta access from GIS maps
while on-line. Requires direct SQL
Ability to access various customer information stored in access. Scope and cost estimate
G1 0 CIS database through a secure web server application. _F _to be provided at a later date.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Solid Waste Operations Management- Integrated into CIS or Interfaced with a Third Party Application
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Solid Waste Customer Information and Route
Management
Automatic re-routing feature for re-arranging routes.
Allows for the addition of a new route, the removal of an
existing route, and the ability to re-organize and/or Possible future Requirement.
combine existing routes in an on-line or batch mode as Scope and cost estimate to be
SW 9 requested. C / M •rovided at a later date.
Automatic renumbering feature for re-arranging stops or Possible future Requirement.
sequence numbers on a route to allow for addition of Scope and cost estimate to be
SW 10 new services. C / M orovided at a later date.
Possible future Requirement.
Ability to schedule and manage roll-off container Scope and cost estimate to be
SW 16 services. C / M erovided at a later date.
enQuesta will store "Billing %". City
of Redlands PC system will
manage shared information. The
city of Redlands may store the
Ability to manage shared commercial containers, associated other customers in the
including who shares, size and location of container, and diary notes section of enQuesta for
SW 17 ability to bill for actual percentage of bin share. M informational purposes only.
Solid Waste Container Management
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Future Requirement. Scope and
cost estimate to be provided at a
SW 24 iBa" r-coding. _ C / M later date.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Utility Billing - Customer Information System
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Bill customers based upon a percentage for shared use Change vendor response to "F" -
UB 94 of solid waste and recycling containers. M fully functional
Ability to bill based upon weight an volume determined Future Requirement. Scope and
by measurement of the refuse or recycling through a cost estimate to be provided at a
UB 95 scale used on a collection truck. C / M later date.
- - Future Requirement. Scope and
cost estimate to be provided at a
UB 96 Ability to bill by weight recorded at the landfill. C / M later date.
Provide a printed quotation to the customer for Planned for a future release of
UB 119 requested services, products and programs. NV enQuesta
- _
Planned for a future release of
UB 370 Allow for mass deletion of meters from inventory. NV enQuesta
Maximum of 10 separate services.
Ability to add additional services at any time to the Defined by Systems and Software
UB 393 portfolio. F as "application".
Program Offerings
Provide interface to truck devices/scales for purposes of
weighing refuse at the customer site and billing by Possible future Requirement.
weight. Weights will be uploaded in a similar fashion to Scope and cost estimate to be
UB 575 _meter reads. C / M provided at a later date.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Engineering Division
.IReference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
III9 characters long. This will be
included as part of the interface
sent from the City of Redlands
current ESRI GIS solution to the
Assessor's Parcel Number APN I Tax ID field in enQuesta.
Water Pressure Zone 4 .igits ong. is wil ie in udes
as part of the interface sent from
the City of Redlands current ESRI
GIS solution to the Pressure District
c aracters ong. is wi .e
included as part of the interface
sent from the City of Redlands
current ESRI GIS solution to the
E 3 Internal Mas Reference Number Map Number field in enQuesta.
Redlands current ESRI GIS
solution. Identified as Irrigation
• area. Initially, this field will be left
E 4 Landscaping Area blank in enQuesta.
Not currently available in the City of
Redlands current ESRI GIS
solution. Initially, this field will be
E 5 Building Area _ I left blank in enQuesta. See SS 14.
. This will be included as part of the
interface sent from the City of
E 6 .Parcel Size F Redlands current ESRI GIS solution
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
User defined field. Not applicable
E 7 Property Value to enQuesta.
Not included as a requirement in
the original requirements of the City
of Redlands. This data will be
manually input into the Impervious
E7a Im•ervious s•uare feet Ssuare Foot field in enQuesta.
This field goes with the Map#. It
will be populated in enQuesta and
sent as part of the interface to the
E 8 Lot Number City of Redlands ESRI GIS solution.
The Subdivision # in enQuesta will
be populated with this information.
This field will be populated as part
E 9 Tract Number of the enQuesta conversion.
This information, not currently
populated in the city of Redlands
CIS, will be manually populated in
enQuesta and sent as part of the
interface to the city of Redlands
E 15 Geo•olitical Area ESRI GIS solution.
Stored in enQuesta as a user-
E 16 Septic Tank F defined "Report Code".
Stored in enQuesta as a user-
E 17 Private Well F defined "Report Code".
enQuesta's "location" field, It will
included as part of the interface
sent from the city of Redlands
E 18 Easements F current ESRI GIS solution to
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
This will be included as part of the
interface sent from the City of
Redlands current ESRI GIS solution
E 19 Street cleaning service schedule (day(s) and frequency) F to a description field in enQuesta.
This will be included as part of the
interface sent from the City of
New - Residential refuse. Routes and pickup days for Redlands current ESRI GIS solution
Refuse, Yard waste, and Recyclying for automated to a field in enQuesta for automated
E 32 service only. F customers only.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Systems and Software enQuesta Program Modifications
Specific enQuesta modifications identified as part of detailed discussions with the City of Redlands. These are requirements identified
outside of Exhibit 6 Redlands Functionality Checklist.
REFERENCE SYSTEM REQUIREMENTS COST
NUMBER ESTIMATE
This specifically gives consumption
Add "Allowable Units" by account to the enQuesta billing "for free" before charging them the
SS 1 module, rate structure. Included
Enhance the enQuesta item file to support the capability
to add a route based on waste type, for every day of the
SS 2 week for solid waste customers. Included
Add a sequence number (6+ digit) for every day of the
SS 3 week in the enQuesta item file. To be used for Refuse. Included
Add a new "box" to support refuse requirements in the
SS 4 inquiry screen of the browser version of enQuesta. Included
Create a field to support the 6 digit North American
Industry Classification Code System code - "NAICS".
SS 5 Build a table for validation and update_mposes. Included
Wastewater discharge strength is associated with the
NAICS code (see SS 4 above) and needs to be another
SS 6 field added to enQuesta. Included
Enhancement to the billing module to include the waste
water discharge strength code (see SS 6) which is used
SS 7 to determine the charge/rate. Included
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Add a "Job Ledger Code" field to the Cash Receipts
module, Miscelllaneous Cash entry, to support reporting
Included
SS 8 and .eneral ledger interface requirements.
Enhancement to the Work Order system to support the
SS 9 auto calculation of the deposit amounts. Included
Enhancement to credit refunds to allow them to work off
SS 10 the credit soint s stem. Included
Create a new program to print route sheets for the solid
El
waste system. May use Cognos reporting tools to
create this resort. This would be similar to the meter
reading sheets used in water. Included
IINModify "Promise to Pay" program to use one screen for
all as s lications. Included
1111 Identify and build a placeholder in enQuesta to support
"Lot Number" Included
Identify and build a placeholder in enQuesta to support
SS 14 "Buildin• Area" Included
Add "transaction number" attached to cash receipts The list function in Cash already
transactions to the cash entry screen for audit purposes. has the transaction number, which
This fieldwill match the transaction number srinted on will match the resorts. Included
111111
Add a field to cash receipts entry
screen for manual entry and
storage of credit card verification
SS 16 Credit and debit/ATM card trocessint application. numbers. See 19 Included
Add a field to the cash receipts screen to support
"Invoice Number", The invoice number is entered for Add a field to cash receipts entry
various types of cash transactions and is included in the screen for manual entry and
general ledger interface file sent to the city's general storage of credit card verification
SS 17 ledger system. numbers. See 19 Included
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Exhibit 7 - Addendum to Exhibit 6 City of Redlands Functionality Checklist
CATEGORY: Interfaces - General
Reference Number and specific comments identified as part of detailed discussions with the City of Redlands.
REFERENCE SYSTEM REQUIREMENTS VENDOR COMMENTS
NUMBER RESPONSE
Ability to interface with the following applications
currently in use or intended for use and already
purchased by the City:
Custom Modification - Fixed fee
Sungard Bi-tech Accounts Receivable and General included in Exhibit 1 Budget
I 1 Ledger modules, C Detail/Notes.
Included in Systems and Software
proposal. The city of Redlands will
Mailers +4 Professional application by Melissa Data utilize one of the vendors currently
used for US Postal automation processing and CASS providing services to other Systems
I 2 certification. M and Software customers.
Custom Modification - Fixed fee
included in Exhibit 1 Budget
I 4 Arc Info, Arc View, Arc IMS applications from ESRI. M Detail/Notes.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Solid Waste Route Management application. Visual Possible future Requirement.
Basic application utilizing an Access database and Scope and cost estimate to be
I 5 Crystal Reports for report functionality. (See 1 13) C •rovided at a later date.
Solid Waste Roll-off Container Management application. Possible future Requirement.
Visual Basic application utilizing an Access database Scope and cost estimate to be
I 6 and Crystal Reports for report functionality. (See 113) C trovided at a later date.
I 7 P.C. Anywhere, host and remote version 9. F No longer a requirement.
Backflow Device Management application. In -house
developed application in Access 2000 to be used if
1 8 unable to incorporate into UB/CIS system. M No interface planned at this time.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
Ability to interface with the following applications
not yet purchased or developed by the City:
Add a field to cash receipts entry
screen for manual entry and
storage of credit card verification
I 9 Credit and debit/ATM card processing application. M numbers.
Possible future Requirement.
New Development/Engineering Management application Scope and cost estimate to be
110 (in-house application currently in development). C •rovided at a later date.
Phase II Project. Scope and cost
IVR/IWR application for inbound and outbound estimate to be provided at a later
I 11 functionality. c date.
Interfaces to third party applications that will be
considered if functionality requirements can not be
met with the UB/CIS system proposed for the
following functions;
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
enQuesta includes a fully integrated
Cash Receiving module. Should
the city decide to purchase a third-
party product, Systems and
Software will scope and quote all
interface and integration
requirements between enQuesta
1 12 Revenue Collection (cashiering) application. C and the selected city solution.
Possible future Requirement.
Solid waste and recycling route and container Scope and cost estimate to be
113 management application. C provided at a later date.
Exhibit 7 Addendum to City of Redlands RFP Functionality Checklist
EXHIBIT 8-User Matrix-City of Redlands
`Nunn �f.. . • . a -r User
• Departrnant' - 'IFAddrsss' 'Priritr•' IPAddraa-,• Applictiaons'-' -xransaeon' -
7.
.Fndiai. Station . . ' 11 ` ` Count'�••
•ws. , •_`-i '....J.21�L '. :.-...... •—c-...2:..�- . y:�: 7 - a ::..,7u: c c • - -
•
ri
• r
• • 11.11.1114s •3dq( s Pan.Ee.c.A,ve .. . No aCCRfjrequiring/it:•- DGr
•
z -
. �.� •
+IIH MIMn-5.rcuo vs Chief.Of. Warar PC •� ~f'1 --rr ..e.,-,:...e. . _
Resources r'•`.F i:HP Lllarrat IV ri7'rE 'w N
•
Herne
• "Poaltlonr_ Wgrlr : 'Y`r: °1 R
t7+ rttrrsnt �..-c'• 'nniacUon ',N x - NMK
� Function.'-c� 'atauon� 3 r!a>t•�'� •�h'T.,4-.1t.It'A'4� �►� ! ,...•`'''0 `' Uaei'
�••.•��'" �' .�' �OkMrulY.- ral��-�- Count
Mike ReynoldsMain-Treasury Cat Jrus - +PC -l�t•
f+ r Cash Receipts q
C+ah functions/Inquiry1
Deborah Myers. Main-Treasury Aso to ,reesurer PC HP LaserJet r r t
2100 Cash Receipts 8 Cash luneeons(Inquiry i1,.� y ^
':S 1
t,"•-••J%.• — S
•
Suwn Idirrrk Treasury GMyrr. - w•.rs..•Rx ,a3t �` rf•:,'1:-: --
Main PC4..,4.,......1-.,'HP Laserjett ' fi#Cash Receipts ' Covera Wh '",
•„t?1 - r, ;2100 - P 8 ; 51510 rOr owes/nay anVr
�z.i.-' i4 .: luxnor�Cwretirarrrrr5f00OCR 1
Sharon Sok • • ,f,'Main-Treasury Casrrar •-PC 5- r 3.' 1..•7'M },
t 1 �L _,..,,..-;4;.,.....;.,-.„;,1;Cash Receipts s•s 8 Courser cash�•Maki mrd gray runcbons,1
�_ .:...'"..1,, :k Cara Sunnsr 5100 OCR .t 1
LynnGraR Man- • '*' "•�•'-:,s-•Treasury tlrlatnasr 1J4Foran 'PC '}vti"� J
,d- ‘;'....--i.:;'/.. .- ,w Cash Receipts • 0 Businsw r1Canlr.A1srlsQad GAaaidr CIS lad nerd.
..-,
:Y• +t.•.,ti? .� 1i. • - iOCat14 �•,It-i(p person kl►iilrl faCaiplt M11r1.:, 1
s
Pog{jy McVry • Mein-Treasury Part**C tIWJn - PC J ?; y 1
.. ;. + Cash Receipts _
.r 1.1”,.• 'r.. 1
� _ . .i,,4.....„,
n . pre
�K..� w , c 0 Parking r+utlwu:tulwgrd cutest'CIS bul rrsd
i 4 acaMs:Beek up prrspn for caul rte sort
•
LorfWattman Man- :.: r •
tu
Treasury Business ;SPC ■ • �•
•l G F + "yT Thi,Cash Receipts 0-ammaas lorea.�managed cumuli Cf$but need
.. _--_— -----.--.,—.____._._____ -,.... _•
e L,•& .4 - RoCals.Bath upparson for 47lhreceipts rrlay:,,) 1
Systems&Software,Inc
401 Water Tower Circle
Colchester,VT 05446
802-655-4400
Page 1 of 5
5/13/2003
EXHIBIT 8-User Matrix-City of Redlands
Positiont .Work 5 .v �. " Transactlo4l, � �.. 'User•
Name �D artment iPAddress Printer IR Addrea t Appltutipna oiurtw. HrsJDay Notes. C ''
, � ,,,,,,,,,'c.;.,:,,,,.F" s3tatlon� �. _ cup�.. _
Ithaca Posiet
Counter PC ' -Main-Treasury Cash receipts '"PC 10001 HP ,!r Cash Receipts 8 Cauuer ue
rash rei;4futiYir ilhe 04-+xWni) 1
y Laserjet 2100 ,„%y;
,Ithaca Posjet •
Counter PC 'Main-Treasury Cess rete+Ol� "PG _ :1000!HP • -• Cash Racoipls t3 Counter cash rKai�IRi1t ! 1Y017i1YMly}° 1
Laserjet 2100 i... ?t-. +' . . '
x ....,.;-,....t.:-...,1„...
Janet Mitten Main-Admin * PC ,.y;,HP Law*41V S •,•4,-,i -As 3 Fu**cant(CoQeio*Ad*.*uSc) t
Lanny Ytxtng Mom-Engineering Senior Clru Ergleu PC ,1, •
••,'r], jt Engr+atnny Ns*Ulee 0 Ingi40y ceps'40i ' . 1
�'.' ._ , -Eit
,• :a..t ,
M1i B Papt :Main-Engineering �Cora En4rMa w4t E.•PC r.',4,:.-.:t” :ry fn nsgrw y••Hina sear - 0 Import spat* ty, +
C:
Y -' , ,
Rudy Vlctork0' +Main-Engineering AssoaiMS Enyiriew Pt: , `'e•1 •:V;w "... n nee q -,
a� E •NW*vies Q •11 iIg tt r, - 1
Marc!toile iMain-Engineering Tecireat.ttN $•. PC �6 ?�`:�"++. •'.GIS • 0 i _
�`....',.4.7!....•&:..r ' navel 109,111 apatr+l!E. 1
ESS) •i
Kevin Marta. Main- CnS Tetlinicien PC •4•4�,r , _ CIS!t31s 0 k1cI1sr1 tSEaterO{�dtl.MtVI1 (Ceyrloa' 1
GIS/EngineenngrAdm n. r'';?-.1' ,N_,r.. ty ACIMIF0rMrnj
y..
F Het Schuermann Main-Erx}inaaring JYroW„ErgwMt: 'PG 7331Nk14i "h*: .f S kr e*" Enriv*ring-hew viae 0 t
Sy .it
DanBerell Main GIS/Engineering CSIS Coordneiar. 'PC ,�, '+ 7 1100,r - ars!CtS F} " 0 D0wribW CIS to ESRi 1
r *1 yt. _
71,1'.... �ir'4 r • 1�•i .i
Litz 3t Main GIS,Etfgiifeertnp .PC ..-_...}4ni;HP urea,*4 tin }' y GS I Eri nNnnQ nsarch ' o CkS.'ESRi.. 0
YyS�7,4.15'ff�,Y i7• jr�•�.j "'•+I "1"''. 3. r,.
Systems&Software,Inc
401 Water Tower Circle
Colchester,VT 05448
802.855.4400 Page 2 of 5
51132003
EXHIBIT 8-User Matrix-City of Redlands
Position/ Work User
Hone Department Function Station Address Printer IP Address ' Applications- Transaction 1 lira/Day Hops
Volums. . CD4nt
•
HrMdaMCC31etWM1 noun Cuelomar Se nce C+maionrrSsnite PC 1100,HP - -
S Of 'Larer)N 8100N :CIS 8 1J{octalt
Courts.* Mam C.a mm�Serra custom,ferwOe ,■HPJ Hamel 7 • _ ��r _._
Kmacifl� Lunge(SM- ' ;.•-t CIS 8 N Ocoee'
s
cc19 Ta 1,pcI ll. z ••
Dtbppe Doles Mem Cusaome:Se.v oit ellOM/1nVat0Ve aIR r PC Shreel above ••'{:,•'^yi:CSS !.~
;..,w Y.}, t a As kens- 1
•
Leer arm*
I.
Me.n-Cuammar Sernce Atm TaCniaM11 :' , +Shred rAWe G*,t4��; Cl3
Le+ +oY W' •• a Al imsu
• Sfs_, 4J*SY Aoclp Technician IS '.0 �'^!Se,prrle Velarea MerCollu•e:Srent. l SR:nova Wiser. PC • w5rwd'boys f S 6 IO/A0ef
• ;i-:
1
w
Dema Manson Mad Cupomr Servs. Serer Meter None•
f s� Z,101;...4y� -y,
• ~ • •} �'•. I:. • ••�-' tnom r7 :
•
,Bot Solluitz ' ' ;. ��++f# I e►lam Cu;tarns:Surma Slew Raider None -.r .. .
. • 't ..?4'.* .,I,r.li
• 3 ► ti — � - .'. rt .i..2�.'. '`
y! Q<IIIe Warn Hort•Customer$ernce �s (�s >'.r.w.Nowa L y* � -y� ,.. VT 0IIlo. . .• - eA� 4fl .t.1F• ,'i.r , .17:,x4:.-..p.: °-,
MOW Rardrar maw Man-Custom:$errrce tr •!'". y 4,^ yr.. L + -. !"4
_E. .:a .• _.4f_`-...::.
torp: , *' r7)..'' rgRON a ''
etllaN • cis 0
f '•^: ;_-.o.. " ,; tlpl°'rlttagainbmi-811L'Pi+DCeS51NG 0
Gary Vert Dore Main•Sok!waste (,, ..l HP Luer)et 4 ".. 5 '5: _le t-2:.-41 :P ,. ��
$Orld*rkralr'PC ,-:.'1...s.•r ' ,Plus u CIS/Solid weakyt - Y
r.v ` 1 -.• e ry 4>hq�Fryar:d[op0IM1�•: .�;,: 1
;Sipe ..: .. . �.i W. :.':'-4r177-75;*
Este Brown r . Main-Solid waste ' .L �• �.. r�,HPL f `�'y't '�:��
-•M y4i •M1
PG ;1- ..--. -f 3.. eserfet 6 .. 7...0 /.- : is y:.
ii •
liFrio' .•�. "-' P i.I."-•.. }e.� CIS I Solid waste �, -.3'''.''': 6gYdwpel� Inquiry q 1p
gielai .
Systems&Software,Inc
40t Water Tower Cfrde
Colchester,VT 05446
802-655-4400
Page 3 of 5
Alk
5/13/2003
-....,.
EXHIBIT 8-User Matrix-City of Redlands
:TORRIROLIOn H ''''"i C :'''c'c Y.', 'i'''''''-'•:::i:livt,ii.''-,-,.c,,....-...:--,,,,, - poisot,•--
,: '•:. ,i4 r'::ti:•'..•.1r2 ....',. , '‘` 1."-‘ ': IctiliPni- '."-,‘"' :Y.111,00r:n. i -.
' ' • •
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Saki wave
Julie Tracy Main Solid waste
Ci.itcoriet Service,.
.. • • ;, .CIS/Solid waste 8 sciiiriviaOtier:es
Won .
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'••. ' ' ;. • litiriountatfre li,
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- '''''- CIS/Sold waste
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Kathy trines- ,
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:. ' Solid waste 'Ceili1XIMIK Service PC ' - -:•."Seared leave, • ,,...„.....,,... .:,....i
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C4,aefWSepc . PC - ,•• . L..,
Main-Sotid waste
SOlia".V,4*C°Uri..„.."$'; •r'' 0
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• ' ... ' •• ::'*,.:';,-,-.• $ 7'''...'' *.a"•1%.l cis/Solid waste
0 ail eczess
;;.; '
§,,,;,,,,....,..nt,.i..'•.•,;r!:::‘,'..::,,,1,:.•: ,•.' ',..r'':r...Finance-Training Room OS trairdric .500 128A1B . ...;I. "c ..-,,
' .. .i:-
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. -'7,7Li,:-;:i'..'71
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sl,v;'i•''-r:ii•" ";.;.'.:,, ';'.';i'-''''';',..,:',.•'[;:;•r4'''',L; Finance Training Room ;OS VIIrPg PC 233 .,:. CIS/Solid waste
- •
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CIS,.areiV.4. ,•••.,• .
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Systems&Software,Inc
401 Water Tower Circle
. Colchester,VT 05446
5/13/2003
802-85S-4400 Page 4 of 5
EXHIBIT 8-User Matrix-City of Redlands
Name . PoaftiQrU Work
Department ,,-• - IP Addreee ,i.-;:',Print.r P Ad
fdrKa I Uaer
�-funotioa Station'- PR1 cations Yoluma HrslOay NWrs
Cnu t
PC Celeron
Student 8 ' Finance-Training Room CIS training
CIS!Solid waste 0 tail access 0
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Mike Tey , Corporate Yard-1940 W Vybrk Orden -'
Pak 0HClCnCilynetwork*Pistma *8G •
Water Distribution- '
Rick ton$ Corporate Yard-1940 W.-work Onsets
Pak 0 Hof 4n Crty nota ark al Cit Ilene TD(3
PateP.Sta onbary •• Solid Waste-Corporate 'Wbrle piCees . r �,
Yard-1940 W.Park 0!Ax on Gil►rlwpAe M t> T6p ,+
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Systems&Software.Inc
401 Water Tower Circle
Colchester,VT 05446
802.655-4400
P5 5 0f 5
S'1 3l20Q3
EXHIBIT 6
City of Redlands Request for Proposal (RFP) dated September 3, 2002 ( c)L.,
and
Systems & Soft are, Inc. Proposal dated October 3, 2002
The above documents are referenced as Exhibit 6 for the purposes of this
agreement. An original of each document is on file with the City Clerk of the City of
Redlands and will not be attached to each copy of this agreement, dated May 20,
2003.
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