HomeMy WebLinkAboutContracts & Agreements_205-2024Master Agreement
Software License, Subscription, Services, Support and
Maintenance, and Hosting Services Agreement
Systems & Software, Inc.
10 E Allen St, Suite 201
Winooski, VT 05404
Contents
Master Agreement Terms and Conditions...............................................................
Schedule "B" —Statement of Work ("SOW") ..................... ....................... I...............
Schedule "C —Standard Support and Maintenance Guidelines ..............................
Schedule " D" — Insurance Requirements..................................................................
Schedule "E" —Third Party Software Licenses and Third Party Software Terms ......
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Master Agreement Terms and Conditions
THIS SOFTWARE LICENSE, SERVICES, SUPPORT AND MAINTENANCE, AND HOSTING SERVICES AGREEMENT (the
"Agreement") made as of the 19th day of November, 2024(the "Effective Date").
BETWEEN: Systems & Software, Inc. ("S&S").
- and -
City of Redlands, a municipal corporation ("Organization")
WHEREAS, S&S wishes to grant the Organization a license to utilize certain Software; to provide certain
Services related to said Software; and to enter into an agreement for the Support and Maintenance of said
Software; and to provide certain Hosting Services to Organization; and
WHEREAS, the Organization wishes to acquire a license to utilize the Software; to obtain Services
related to said Software; to acquire ongoing Support and Maintenance for said Software; and to obtain Hosting
Services for said Software and its system;
NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other
good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties
agree as follows:
ARTICLE I: INTERPRETATION
Section 1.1 Definitions
1.1.1 "Annual Hosting Fees" means any Annual Hosting Fees included in the SOW (Schedule "B") to this
Agreement.
1.1.2 "Annual Subscription Fees" means any annual subscription fees for Software licensed on a subscription
basis as set out in Schedule "B" to this Agreement.
1.13 "Applicable Data Protection Law" means all data privacy or data protection laws or regulations globally
that apply to the Processing of Personal Information under this Agreement and Oracle's Data Processing
Agreement referred to in Schedule "H-4", which may include Applicable European Data Protection Law,
1.1.4 "Applicable European Data Protection Law" means (1) the EU General Data Protection Regulation
EU/2016/679, as supplemented by applicable EU Member State law and as incorporated into the EEA
Agreement; (ii) the Swiss Federal Act of 19 June 1992 on Data Protection, as amended; and (iii) the UK
Data Protection Act 2018.
1.1.5 "Completion of Services" means that the Software is operational and performing in conformity with the
specifications set out herein. Completion of Services will be deemed to have occurred on the date which
the Organization commences using the Software as its predominant business system.
1.1.6 "Concurrent Users" means the total number of Users who can access the Software at any one time as
detailed in Schedule "B," and further described in Article 11,
1.1.7 "Concurrent User License" means a license that restricts the total number of Users who can access the
Software at any one time to the number detailed in Schedule "B".
1.1.8 "Confidential Information" means, with respect to a party hereto, all information or material which: is
marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking,. Confidential
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Information of S&S shall include, without limitation, the Software, the Service Specifications, the terms
and pricing under this Agreement, and any information with respect to the Hosting Services that S&S
may provide to Customer from time to time, including without limitation, all information disclosed by
S&S relating to the security of its facilities, computer systems and products. Confidential Information
does not include information to the extent that such information: (i) is or becomes generally known to
the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful
possession prior to the disclosure and had not been obtained by the receiving party either directly or
indirectly from the disclosing party as evidenced by its written records; (iii) is lawfully disclosed to the
receiving party by a third party without restriction on the disclosure; or (iv) is independently developed
by the receiving party without reference to or use of the other party's Confidential Information and
which such independent development can be established using evidence that would be acceptable to a
court of competent jurisdiction. Confidential Information does not include any personal information that
may be included in the Data.
1.1.9 "Customer Data." As between Organization and S&S, all Customer Data will remain the sole and
exclusive property of Organization. Organization is solely responsible for ensuring the accuracy, quality,
integrity, reliability, appropriateness and right to view and use the Customer Data, and shall ensure that
the Customer Data will not violate any applicable law or the terms of this Agreement. Organization
consents to the storage of Customer Data in, and transfer of Customer Data into, the United States if
Organization is located in the United States and in Canada if Organization is located in Canada.
1.1.10 "Documentation" means user guides, operating manuals, educational materials, product descriptions
and specifications, technical manuals, supporting materials, and other information regarding the
Software regardless of the media on which it is provided.
1.1.11 "Embedded Third Party Software" means components licensed by S&S for use in the Software (ex. Java,
JasperSoft (Document Generation)).
1.1.12 "Hosting Services" means the services to be provided by or on behalf of S&S under this Agreement that
includes hosting, monitoring, operating and maintaining the Software on hardware and related
equipment and will permit Organization to use and access the Software via a method as determined
solely by S&S. The Hosting Services shall also include storing all data entered and maintained by Users
through use of the Hosting Services and the provision of updates, upgrades, and bug fixes related to
support and maintenance of the Software.
1.1.13 "License" means the license rights granted to the Organization pursuant to Article II hereof and includes
both a Concurrent User License and a Site License.
1.1.14 "Oracle" means Oracle America, Inc.
1.1.15 "Personal Information" shall have the same meaning as the term "personal data", "personally
identifiable information (PII)" or the equivalent term under Applicable Data Protection Law.
1.1.16 "Professional Service(s)" means the one-time professional services to be performed by S&S to
configure, set-up, and implement the Software at the hosting site in accordance with this Agreement
and as more particularly set out in the Statement of Work (Attachment B).
1.1.17 "Release" means an Update and an Upgrade.
1.1.18 "Service Provider Content" means content such as software (including machine images), data, text,
audio, video or images that S&S's service provider or any of its affiliates make available in connection
with the Hosting Services to allow access to and use of the Hosting Services, including APIs; WSDLs;
documentation; sample code; software libraries; command line tools; proofs of concept; templates; and
other related technology (including any of the foregoing that are provided by our personnel). Service
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Provider Content does not include the Hosting Services or other third -party software, data, text, audio,
video or images made available to Organization in conjunction with the Hosting Services. Some Service
Provider Content may be provided to Organization under a separate license, such as the Apache License,
Version 2.0, or other open -source license.
1.1.19 "Service Specifications" means the following documents referenced in Schedule H-4, as applicable to
the Hosting Services under this Agreement: (a) the Oracle Cloud Hosting and Delivery Policies, the
Program Documentation, the Oracle service descriptions, and the Data Processing Agreement described
in this Agreement; (b) Oracle's privacy policies; and (c) any other Oracle documents that are referenced
in or incorporated into Your order. The following do not apply to any non -Cloud Oracle services, such as
professional services: the Oracle Cloud Hosting and Delivery Policies, Program Documentation, and the
Data Processing Agreement.
1.1.20 "Site" means solely at the production environment described in Schedule "B".
1.1.21 "Site License" means a license that restricts the Software such that it can reside in one production
environment and a reasonable number of non -production environments.
1.1.22 "Software" means the software products that are listed in Schedule "B" and includes any Update(s) or
Upgrade(s) that have been provided to Organization. Third Party Software is not included in the
definition of Software.
1.1.23 "Third Party Software" means the third -party software product licensed to Organization by the
applicable licensors as listed in Schedule "B" The terms and conditions for the Third -Party Software are
listed in Schedule "E". Future Releases of the Software may require alternate third -party software to be
licensed by Organization, which will be subject to a third -party license agreement between Organization
and the relevant third -party software licensor. In such case Schedule "B" shall be amended to add any
such third -party software and it shall be deemed "Third Party Software" for the purposes of this
Agreement.
1.1.24 "Update" means any published changes, additions or corrections to the Software that primarily include
a minor modification or enhancement to the Software related to a bug fix, minor additional
functionality, or legislative changes. An Update is designated by a change in the right -most digit in the
version number (for example, a change from X.1 to X.2).
1.1.25 "Upgrade" is a major overhaul of the Software which is a complete new published version of the
Software that modifies, revises, or alters the Software and adds features, functionality or enhancements
to such Software. An Upgrade is typically designated by a change in the number to the left of the
decimal point in the version number (for example, a change from 1.X to 2.X).
1.1.26 "User" means any employee of Organization or any of Organization's agents who are authorized by S&S
pursuant to this Agreement to have access to the Software.
Section 1.2 Currency
All references to currency in this Agreement and the related Schedules referto U.S. Dollars.
Section 1.3 Schedules
The Schedules described below and appended to this Agreement shall be deemed to be integral parts of this
Agreement and are incorporated herein by reference:
• Schedule "B" — Description of Software
• Schedule "B" —Statement of Work ("SOW")
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o Fees & Payment Schedule
• Schedule "C"—Standard Support and Maintenance Guidelines
• Schedule"D" —Insurance Requirements
• Schedule "E" —Third Party Terms and Conditions
• Schedule "F" — Hosting Services Availability
ARTICLE II: SOFTWARE LICENSES
Section 2.1 Grant of Licenses
2.1.1 S&S Software is licensed, not sold. Software under this Agreement may be licensed perpetually or on a
subscription basis, as indicated and designated on Schedule "B."
2.1.1.1 Perpetual Licenses. For Software licensed to Organization on a perpetual basis, as indicated on
Schedule "B," and subject to the terms and conditions of this Agreement, including without
limitation the payment of the License Fees, S&S hereby grants to the Organization a personal,
non-exclusive, non -transferable and limited right and license to use the Software in object code
format for the number of Concurrent Users specified in Schedule "B" (the "License"). This
License does not apply to Third Party Software, which are licensed pursuant to their terms.
2.1.1.2 Subscription Licenses. For Software licensed to Organization on a subscription basis, as
indicated in Schedule "B," and subject to the terms and conditions of this Agreement including
without limitation the payment of the Subscription Fees on an ongoing basis, S&S hereby grants
to the Organization a personal, non-exclusive, non -transferable and limited right and license to
use the Software in object code format on the Hosting Site and for the number of Concurrent
Users specified in Schedule "B" (the "License"). All Releases installed by Organization are subject
to this License. This License and the other terms and conditions related to this License do not
apply to Third Party Software except as this Subscription Agreement may state otherwise.
2.1.2 Any Software furnished by S&S in machine-readable form may be copied in whole or in part by
Organization for use on the Organization's platform and operating system environment which is
operating the Software ("Designated Computer System"), whether hosted or on premises. This
environment can be accessed by Users can be from any internal or external computer terminal. To the
extent that any temporary files associated with the Software are created during such use on such
terminals, those temporary files are permitted under this License but only for such time that the
temporary files are actually required. Organization agrees that the original copy of all Software
furnished by S&S and all copies thereof made by Organization are and at all times remain the sole
property of S&S.
2.1.3 Any License granted under this Agreement permits the Organization to: (i) use the Software for its
reasonable business purposes including performance testing, disaster recovery, disaster testing,
training, archival and backup, and (ii) use, copy and modify the Documentation for the purpose of
creating and using training materials relating to the Software which may include flow diagrams, system
operation schematics, and/or screen shots. Access to and use of the Software by independent
contractors of the Organization shall be considered authorized use under this Section so long as any
such independent contractors are bound by obligations of confidentiality and have been approved by
S&S in its sole discretion in advance. The Organization shall defend, indemnify and hold harmless S&S
from claims arising from
(i) all of the actions of and
(II) any misuse or appropriation of the Software by any independent contractor.
2.1.4 The Organization may duplicate Documentation for permitted uses so long as all required proprietary
markings are retained on all duplicated copies.
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2.1.5 Software is licensed to the Organization on multiple levels. The Software is licensed "Current Account
Volume" and "User License' basis as set forth in Schedule "B".
(i) Concurrent User License permits the Organization to use the Software on the Designated
Computer System (including all environments such as training, disaster recovery, etc.) provided
that the number of Users who may be simultaneously using the Software is limited to the
number of Concurrent Users specified for such Software on Schedule "B". A User is further
defined as anyone authorized by the Organization who is logged onto the Software, regardless
of the type of interface (i.e. graphical user interface or browser user interface).
(ii) A Site License permits the Organization to use the Software on the Designated Computer System
in one (1) production environment and a reasonable number of non -production environments
for the purposes of disaster recovery, disaster testing, training, archival and backup.
Organization requires a separate Site License for each production environment into which the
Software or any portion thereof is read in machine-readable form.
Organization may purchase additional licenses to use the Software as necessary at S&S'then current
prices and terms.
2.1.6 As between S&S and Organization, S&S reserves all rights, title and interest in and to the Software not
expressly granted herein and the License specifically excludes all such reserved rights, title and interest.
2.1.7 Subject to the terms and conditions of this Agreement, including without limitation, payment by
Organization of the Annual Hosting Fees, S&S hereby grants to Organization a personal, non-exclusive,
non -transferable limited right, during any Term for which Annual Hosting Fees are paid, to allow Users
to access and use the Hosting Services solely in connection with its use of the Software together with
any further restrictions as detailed in this Agreement.
2.1.8 Subject to the terms and conditions of the Agreement, Organization grants to S&S and its service
provider a world-wide, non-exclusive, royalty -free license to access the Customer Data for the purpose
of performing the Hosting Services or as necessary to comply with the law or a binding order of a
government body. Access to the Data shall only be by S&S's and its service provider's employees and/or
subcontractors whose job function requires access. Except as specified in this Agreement, S&S may not
access the Customer Data for any other purpose without the express written consent of Organization.
Access to Customer Data by any outside party shall only be in accordance with the terms of this
Agreement or where required by law or a binding order of a government body. Unless it would violate
the law or a binding order of a government body, S&S will give Organization of any legal requirement or
order referred to requiring such disclosure.
2.1.9 Organization grants to S&S a world-wide, non-exclusive, royalty -free license to aggregate or compile
Customer Data with the customer data of other customers using the Hosting Services so long as such
aggregation or compilation omits any data that would enable the identification of Customer, its clients
or any individual, company or organization ("Aggregated Data"). S&S shall have a worldwide, perpetual,
royalty -free license to use, modify, distribute and create derivative works based on such Aggregated
Data, including all reports, statistics or analyses created or derived therefrom. Additionally,
Organization grants S&S the right to access Data to provide feedback to Organization concerning its use
of the Hosting Services.
Section 2.2 Term
2.2.1 Term of License of Software. This Agreement commences on the Effective Date.
2.2.1.1 For any Software License(s) identified on Schedule "B" as perpetually licensed and licensed
pursuant to Article 2.1.1.1 is perpetual and of indefinite duration and shall continue to be in
force unless terminated pursuant to the terms hereof.
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2.2.1.2 For any Software identified on Schedule "B" as licensed on a subscription basis and licensed
pursuant to Article 2.1.1.2, unless terminated earlier in accordance with the terms hereof, this
Agreement shall commence on the Effective Date and shall continue for a period of one (1) year
(the "Initial Term"). After the Initial Term, the Agreement shall be automatically renewed for
successive one (1) year periods (each a "Renewal Term") subject to S&S's then -current price
structure and any modifications to the terms and conditions of this Agreement made by S&S
upon written notice to Organization to reflect S&S's then current version of this Agreement
unless either party provides written notice to the other party of its intention not to renew
within one hundred and twenty (120) days of the end of the then current term. The Initial Term
and Renewal Term(s) shall collectively be referred to as the "Term". The License is subject to
further restrictions as required under the Hosting Services provisions of this Agreement and the
payment of any applicable fees as set forth in Schedule "B."
2.2.2 Term of Services. The term for delivery of Services hereunder shall be as set forth in any SOW
appended hereto or entered into between the parties hereafter.
2.2.3 Term of Support and Maintenance. The initial term for services provided, pursuant to Article IV
hereinafter, shall be for five (5) years beginning on the due date, as detailed in the SOW (Schedule "B").
The initial term commences on the Effective Date and remains in effect for five (5) years.
Organization shall pay the then prevailing Support and Maintenance Fee in advance for each one-year
term. S&S shall neither refund any Support and Maintenance Fees nor any Billable Fees if the Support
and Maintenance provisions of this Agreement are terminated.
2.2.4 Term of Hosting Services. The initial term for hosting services shall be for one year beginning on the
date fees are due, as detailed in the SOW (Schedule "B"). Thereafter, the Hosting Services license shall
automatically renew annually, unless terminated by either party upon giving to the other not less than
ninety (90) days' notice in writing priorto the end of the initial term or any subsequent anniversary of
such date. Organization shall pay the then prevailing Annual Hosting Fees in advance for each such one-
year term and where the notice of non -renewal has not been provided in accordance with these terms,
the Organization is obliged to pay the Annual Hosting Fees for the then applicable one-year term. S&S
shall not refund any Hosting Services Fees paid under any circumstances. Hosting services are licensed
and provided during periods for which Annual Hosting Fees have been paid.
Section 2.3 Restrictions on Use
2.3.1 Organization shall not, and will not allow, direct or authorize (directly or indirectly) any third party to: (i)
use the Software for any purpose other than in connection with Organization's primary business or
operations; (ii) disassemble, decompile, reverse engineer, defeat license encryption mechanisms, or
translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of
the Software except and only to the extent that applicable law expressly permits, despite this limitation;
(III) modify or create derivative works of the Software; (iv) rent, lease, lend, or use the Software for time-
sharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that
would cause the Software to become subject to any open source or quasi -open source license
agreement. Organization shall be wholly liable to S&S for any misuse of the Software.
2.3.2 The Software and related materials supplied by S&S are protected by copyright, trade secret, trademark,
and other intellectual property laws. The Software may not be resold or licensed by Organization. Any
rights not expressly granted herein are reserved. Organization may not obscure, remove or otherwise
alter any copyright, trademark or other proprietary notices from the Software and related materials
supplied by S&S.
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2.3.3 Restrictions Specific to Any Hosting Services Purchased
a. Customer shall not, and shall not cause or permit others to:
(i) give away, rent, lease or otherwise sell, re -sell, sublicense, distribute, outsource, permit
timesharing or service bureau us of, commercially exploit, make available the Hosting Services
to any third party, or transfer the license rights granted under this Agreement or otherwise use
the Hosting Services or the Software except as expressly permitted by this Agreement and the
Information Systems Agreement without the prior written consent of S&S;
(II) modify, create derivative works of, disassemble, reverse engineer, reproduce, republish,
download, or copy the Documentation or any part of the Hosting Services (including data
structures or similar materials produced by programs.
(III) frame or mirror any part or content of the Hosting Services, otherthan framing on Customer's
internal networks or otherwise for Customer's own internal business purposes.
(iv) transmit, upload, post, distribute, store or otherwise publish, through use of the Hosting
Services, any data, material or information that: (A) contains a software virus, Trojan horse,
worm or other harmful or deleterious computer code, files or programs that may adversely
affect any hardware or software, orthat intercepts or misappropriates any data or information;
(B) is false, threatening, defamatory, libelous, harassing, profane, is an invasion of privacy or
violates privacy rights, offensive, obscene or harmful, promotes bigotry, racism, hatred or harm;
(C) infringes or otherwise violates any patent, copyright, trademark, trade secret or other
intellectual property or proprietary right of any third -party; (D) violates any law, statute,
ordinance or regulation; or (E) includes unsolicited bulk e-mails, junk mail, spam or chain letters,
advertisements or solicitations;
(v) interfere with or disrupt services or networks connected to the system used to provide the
Hosting Services and shall not attempt to gain unauthorized access to the Hosting Services or
such services or networks connected to the system used to provide the Hosting Services.
(vi) (A) perform any benchmarking or availability testing of the Hosting Services or (B) disclose the
results of using the Hosting Services for the purposes of monitoring its availability,
benchmarking or competitive analysis to any third party.
(vii) perform or disclose any performance or vulnerability testing of the Hosting Services without S&S
prior written approval, or perform or disclose network discovery, port and service identification,
vulnerability scanning, password cracking or remote access testing of the Hosting Services.
(viii) use the Hosting Services to harass any person, cause damage or injury to any person or
property, or to perform cyber currency or crypto currency mining; or
(ix) access or use the Hosting Services to build or support, directly or indirectly, products or services
competitive to the Software, Hosting Services and Third -Party Components.
(b) In addition to its termination rights under in this Agreement, SO may restrict or limit
Customer's access to the Hosting Services if S&S determines that Customer has engaged in
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(whether knowingly or unknowingly) any prohibited conduct described herein. In addition to
and without limiting the foregoing, S&S reserves the right to refuse to post or to remove in
whole or in part any information or materials provided or submitted by or on behalf of
Customer in connection with its use of the Hosting Services that S&S determines, in its
reasonable discretion, are either in violation of this Agreement or pose any risk of any kind or
nature to S&S or its service providers' network, business or other Customers.
Section 2.4 Ownership of Software and Confidential Information
2.4.1 The Organization acknowledges that the Software contains proprietary information and Confidential
Information that is the sole property of S&S.
2.4.2 The Organization will take reasonable care to safeguard the Software, and at least the same care as it
takes to safeguard its own similar Confidential Information.
Section 2.5 Ownership and Disposition of Documents
2.5.1 The parties agree that no materials or documents are being created for Organization by S&S under this
Agreement. All materials and documents which were developed or prepared by S&S for general use, and
which are not the copyright of any other party or publicly available, including educational materials,
remain the sole property of S&S.
2.5.2 Where the Organization requests custom materials or documents, the parties shall enter into a separate
written agreement which shall include a duly executed statement of work and provisions forthe license
or ownership of said custom materials.
Section 2.6 Third Party Software
2.6.1 S&S may distribute to Organization Third Party Software which will be described as Third -Party Software
in Schedule "B". Organization shall pay S&S for the Third -Party Software in the amount of the purchase
price(s) listed on Schedule "B", which shall be due upon execution of the Agreement. Future Releases of
the Software may require alternate third -party software to be licensed by Organization, which will be
subject to a third -party license agreement between Organization and the relevant third -party software
licensor. In such case Schedule "B" shall be amended in accordance with Section 6.08 to add any such
third -party software and it shall be deemed "Third Party Software" for the purposes of this Agreement.
b. The Third -Party Software is licensed to Organization by the applicable licensor listed in Schedule "B" and
subject to the terms and conditions of the applicable license agreement for such Third -Party Software.
S&S makes no warranties, express or implied, with respect to the Third -Party Software, including,
without limitation, their merchantability or fitness for a particular purpose and S&S accepts no liability
of any kind whatsoever with respect to the Third -Party Software. Any warranty Organization has with
respect to the Third -Party Software shall be solely provided by the Third -Party Software licensor except
where this Agreement expressly states otherwise.
C. The parties acknowledge that the Software may also include Embedded Third -Party Software
components licensed by S&S for use in the Software. The terms and conditions of this Agreement shall
inure for such third party's benefit and the license of such Embedded Third -Party Software components
are subject to the license and sublicense rights granted to S&S in connection with its use and
distribution as part of the Software. The third -party software owner retains right, title and interest in
such software, including statutory enforcement rights in the event of infringement.
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d. Organization agrees that it shall not permit any third party to have access to the Third Party Software
during the term of this Agreement and that the restrictions as set out in Section 2.3 and the
confidentiality obligations set out herein shall equally apply to the Third Party Software, subject to any
specific permissions that are provided in the license provided by the third party licensor to the
Organization.
ARTICLE III: SERVICES
Section 3.1 S&S's Services
In order to achieve the Completion of Services, S&S agrees, subject to the terms and conditions of this
Agreement, to perform the following services (the "Services") for the Organization in accordance with the
relevant Statement of Work:
3.1.1 Oversee and implement the conversion from the Organization's existing software applications to S&S'
Software.
3.1.2 Install the Software and perform necessary setup and configuration operations.
3.1.3 Provide training.
(i) In any training class exceeding ten (10) people, Organization may be assessed an additional
charge for additional instructor(s).
(ii) Organization shall provide copies of the training manuals required for the training classes to
each participant either by photocopy or electronic duplication. Each copy is subject to the
restrictions and obligations contained in this Agreement.
(iii) On-line reference Documentation is delivered with each release. Organization may print or copy
this Documentation solely for its internal use.
(iv) Cancellation of any on -site Services by Organization is allowed for any reason if done in writing
more than fourteen (14) days in advance of such Services. Organization will be billed for any
non -recoverable direct costs incurred by S&S that result from a cancellation by Organization
with fourteen (14) days or less of scheduled on -site Services. Additionally, Organization hereby
acknowledges that cancellation of on -site Services means that such on -site Services will be
rescheduled as S&S's then current schedule permits. S&S is not responsible for any delay in
Organization's project resulting from Organization's cancellation of Services. If upon S&S arrival,
the Organization has not completed required tasks for such visit, then the Organization will be
billed 100% of the on -site fee and scheduled on -site Services may be cancelled at S&S'
discretion. If additional Services are required because the Organization was not adequately
prepared, S&S will provide a Change Order to the Organization for said Services.
3.1.4 The Statement of Work describes in greater detail the Services, the method by which the Services shall
be performed and other obligations on the part of the two parties. To the extent that the Statement of
Work more explicitly details the Services or the obligations of a party, then those details shall prevail
over any other document that is less explicit. Any warranties or representations on the part of S&S in
the Statement of Work are not binding on S&S and are merely provided for informational purposes; the
only warranties and representations provided by S&S in respect of the Services and this Agreement are
found in Article V.
Section 3.2 Performance by S&S
3.2.1 Manner of Performance -- S&S shall perform the Services in an efficient, competent and timely manner
and exercise reasonable care, skill and diligence in their performance.
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3.2.2 S&S' Discretion -- S&S shall determine in its sole discretion them an ner and means by which the Services
shall be performed. S&S will consult with the Organization on its methodology, manner and means.
3.2.3 Conduct on Organization's Premises --The Services shall be performed with the Organization's full
cooperation as agreed, whether on the premises of the Organization or at an alternative location. When
working on the Organization's premises, S&S personnel shall observe the Organization's administrative
and ethics codes relating to the security, access or use of all or part of the Organization's premises and
any of the Organization's property, including proprietary or confidential information.
3.2.4 Inquiries by Organization -- S&S shall respond expeditiously to any inquiries pertaining to this
Agreement from the Organization.
3.2.5 Independence --As an independent consultant, Organization retains S&S and its employees and agents
on an independent contractor basis and not as an employee.
3.2.6 Coordination of Services -- S&S agrees to coordinate with Organization staff in the performance of
Services and to be available for consultation at all reasonable times.
Section 3.3 Performance by Organization
3.3.1 Cooperation by Organization: The Organization acknowledges that the success and timeliness of the
implementation process shall require the active participation and collaboration of the Organization and
its staff and agrees to cooperate fully with S&S to achieve the Completion of Services expeditiously.
3.3.2 Project Manager: The Organization shall designate a project managerto facilitate the successful
implementation.
3.3.3 Passwords. Organization agrees to comply with all S&S security policies and procedures as provided to it
and amended from time to time. Organization and its Users shall be responsible for keeping any and all
passwords, user ID's, log -in credentials and private keys assigned to its Users secret and confidential.
User ID's, passwords, login -in credentials and private keys are for Organization's internal use only and
Organization may not sell, transfer or sublicense them to any other entity or person except that
Organization may disclose its private key to its agents performing work on its behalf. Organization
agrees that it is and shall remain solely and completely liable for any communications or other uses that
are made using Organization's or its Users' passwords and user ID's or log -in credentials and private
keys, as well as any obligation that may result from such use. Organization agrees to notify S&S in
writing if it believes that a password has been stolen or might otherwise be misused. Organization
agrees to notify S&S immediately of any unauthorized use of any password or user ID or any other
breach of security suspected by Organization.
3.3.4 Users. The Organization is responsible for: (i) the actions of Users using the Hosting Services in
accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as
may be provided by S&S from time to time for Users; and (iii) informing S&S of any information about
Users' actions that may affect either the Hosting Services or third party data contained in or used by the
Hosting Services, or S&S's ability to provide the Hosting Services as contemplated by this Agreement.
3.3.5 Compliance with Laws. Organization represents and warrants to S&S that it and its Users will at all times
be in compliance with all applicable local, state, provincial, federal and international laws, rules and
regulations including but not limited to, those laws regarding restrictions on exports, defamation, libel,
harm to reputation, invasion of privacy, misuse orfailure to protect personal information, violation of
secrecy, confidentiality, unfair competition and other situations which could generate liability.
3.3.6 Additional Organization Obligations:
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(i) For any on premises solutions, Organization shall install all Updates within a reasonable time
after notification of their availability. However, any fix or correction designated as "critical" by
S&S shall be implemented by Organization within thirty (30) days of such notification.
(II) Organization shall notify S&S of suspected defects in any of the Software supplied by S&S.
Organization shall provide, upon S&S request, additional data to reproduce the environment in
which such defect occurred.
(III) Organization shall allow the use of online diagnostics on the Software supplied to Organization
as requested by S&S. Organization shall provide to S&S, at Organization's expense, access to the
Designated Computer System via the Organization's firewall to communications software (e.g.
PC Anywhere, WebEx, Web Demo).
(iv) Organization personnel shall be educated and trained in the proper use of the Software in
accordance with applicable S&S manuals and instructions. If Organization's personnel are not
properly trained as mutually determined by S&S and Organization, such personnel will be
trained by S&S or Organization within fifteen (15) days. If S&S performs such training, it shall be
compensated in accordance with this Agreement.
(v) Organization shall establish proper backup procedures necessary to replace critical
Organizational data in the event of loss or damage to such data from any cause and despite
anything in this Agreement or the Statement of Work to the contrary, S&S is absolved from any
requirements regarding the backup of any data. Organization shall provide S&S with access to
qualified functional or technical personnel to aid in diagnosis and to assist in repair of the
Software in the event of error, defect or malfunction.
(vi) Organization shall not permit any third party to have direct access to or provide services in
relation to the Software or any Third -Party Software without S&S' prior written consent.
(vii) Organization shall have the sole responsibility for:
(a) the performance of any tests it deems necessary prior to the use of the Software (for on
premises and hosted solutions).
(b) assuring proper Designated Computer System installation, configuration, verification,
audit controls and operating methods (on premises solutions only).
(c) implementing proper procedures to assure security and accuracy of input and output
and restart and recovery in the event of malfunction (on premises solutions only); and
(d) timely upgrade and keeping current all third -party license releases and/or Software
products to meet the requirements of the Software (on premises solutions only).
3.4.1 Hosting Services
3.4.1 S&S shall provide the facilities, equipment, and software to deliverthe Hosting Services. S&S
shall have the right to manage all resources used in providing the Hosting Services, as S&S
deems appropriate.
3.4.2 S&S shall host and provide access to the Software Users, subject to scheduled periods of non -
availability as described in Schedule "F".
3.4.3 S&S reserves the right to have commercially reasonable additional User security criteria that
may be applied to Users prior to their ability to have access to the Software. S&S shall inform
the Customer of such criteria, but S&S shall be free to implement such criteria at any time
without prior written warning to the Customer and/or to Users. Where Users do not accept
such and/or agree to such criteria, S&S reserves its rights to not grant to such Users access to
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the Software. S&S reserves its rights to restrict access to the Software to Users for any violation
of any additional terms and conditions to which such Users accept/agree to access the Software.
3.4.4 The Customer, not S&S, shall be responsible for creating and maintaining all User account
information and for performing all other application -level system administration functions that
are available within the Software.
3.4.5 S&S shall comply with the terms and conditions regarding access and use of Data as set forth in
this Agreement.
3.4.6 Customer acknowledges that in order to provide the Hosting Services, Customer may be
required to purchase access to Third Party Components. Customer further acknowledges that
the availability of such Third -Party Components is based solely on the best information available
to S&S and its service providers as of the Effective Date including third party representations
and government regulations and is subject to change during the Term with little or no advance
notice. If any necessary Third Party Components are determined by S&S to be unavailable as a
result of changes to any third party availability, governmental regulations or other condition or
circumstance outside of S&S's control, then (a) S&S shall not be in breach hereof or otherwise
liable for any failure or inability to provide the Hosting Services as a result of such unavailability
of any Third Party Components; and (b) may be required to change or replace the applicable
Third Party Components or otherwise attempt to mitigate the impact of the such unavailability
of Third Party Components.
3.4.7 Additional Terms and Conditions. Customer agrees and shall cause its Users to agree to be
bound by and comply with the additional terms and conditions relating to Third Party
Components, if any attached to this Agreement as Schedule "E", as may be amended from time
to time by S&S, in its sole discretion, upon written notice to Customer.
3.4.8 The Service Specifications describe and govern the Hosting Services. During the Term, S&S may
update the Hosting Services and Service Specifications to reflect changes in, among other things,
laws, regulations, rules, technology, industry practices, patterns of system use, and availability
of Third -Party Components. If any of the terms and conditions of S&S' agreement with its third -
party service provider or any other provider or licensor of Third -Party Components are modified
by such provider, S&S may modify the terms and conditions of this Agreement effective
immediately upon written notice to Customer. If any such modification, change or replacement
of the original Third Party Components includes a material price increase with respect to the
Hosting Services enabled by such Third Party Components or materially reduces the level of
performance, functionality, security or availability of the Hosting Services during the then
current term, Customer may terminate this Agreement by providing written notice to S&S
within thirty (30) days after Customer's receipt of notification of such material price increase or
discovery of such impairment. For clarity, Customer and S&S shall agree in writing to any
transition services requested by Customer and the associated transition services fees payable by
Customerto S&S in the event of such termination.
3.4.9 (Oracle Programs. S&S, as authorized distributor of certain Oracle software offerings ("Oracle
Programs"), provides the Oracle Programs set out in Schedule "E" to Customer for its use in
accordance with the terms and conditions set out in the attached Schedule "E".
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3.5 Responsibilities
3.5.1 Cooperation by Customer. The Customer acknowledges that the success and timeliness of the
implementation process shall require the active participation and collaboration of the Customer
and its staff and agrees to act reasonably and cooperate fully with the S&S to achieve the
Completion of Services related to any Professional Services supplied by S&S. To enable SO to
provide effective Support Services, the Customer will establish secure remote access to SO
based on mutually agreed to remote access procedures.
3.5.2 Project Manager. The Customer shall appoint a project manager who shall work closely with SO
to facilitate the successful completion of the implementation process and who shall be
responsible for supervising the staff of the Customer and their cooperation with and
participation in such process during any Professional Services.
3.5.3 Customer Equipment. Customer agrees that it shall be responsible, at its sole expense, for
providing all Internet access, including but not limited to obtaining, installing and maintaining all
equipment, hardware, onsite network, Internet or direct telecommunications connections and
software applications (e.g. web browser) at Customer's facilities required for Users to access
and use the Hosted Services. S&S shall not be responsible for the operation of any Internet,
network or other communication services. The Customer further acknowledges that the
operation of the Hosting Services requires the Customer's and Users' hardware to be of
sufficient quality, condition and repair, and the Customer agrees to and/or ensure that Users
maintain their applicable hardware in the appropriate quality, condition and repair at the
Customer's sole cost and expense. These requirements may also be necessary in order to
facilitate the achievement of Completion of Services related to any Professional Services
supplied by S&S.
3.5.4 Passwords. Customer agrees to comply with all SO and its service providers' security policies
and procedures as provided to it and amended from time to time. Customer and its Users shall
be responsible for keeping any and all passwords and user IDs assigned to it its Users secret and
confidential. Customer agrees that it is and shall remain solely and completely liable for any
communications or other uses that are made using Customers or its Users' passwords and user
ID's, as well as any obligation that may result from such use. Customer agrees to notify SO in
writing if it believes that a password has been stolen or might otherwise be misused. Customer
agrees to notify S&S immediately of any unauthorized use of any password or user ID or any
other breach of security suspected by Customer related to the Hosting Services.
3.5.5 Users. The Customer is responsible for: (i) the actions of Users using the Hosting Services in
accordance with this Agreement; (ii) ensuring that Users agree to any further terms and
conditions as may be provided by S&S from time to time for Users; and (iii) informing S&S of any
information about Users' actions that may affected either the Software or third party data
contained in the Software or used by the Hosting Services, or S&S's ability to provide Hosting
Services as contemplated by this Agreement.
3.5.6 Compliance with Laws. Customer represents and warrants to S&S that it and its Users will at all
times be in compliance with all applicable local, state, and federal and laws and regulations
_._ __ _ _ _ _. 15 1 P a g e
including but not limited to those laws regarding defamation, libel, harm to reputation, privacy,
security, data protection, misuse or failure to protect personal information, violation of secrecy,
confidentiality, unfair competition, exports, and other situations which could generate liability.
3.5.7 Export. Export laws and regulations of the United States and any other relevant local export laws
and regulations apply to the Hosting Services. Such export laws govern use of the Hosting
Services (including technical data) and any Hosting Services deliverables provided under this
Agreement, and Customer agrees to comply with all such export laws and regulations (including
"deemed export" and "deemed re-export" regulations, restrictions on exports including the U.S.
Export Administration Regulations, end -user, end use and destination restrictions by Canadian,
U.S. and other governments related to S&S and its service provider's products, services and
technologies). Customer agrees that no data, information, software programs and/or materials
resulting from the Hosting Services (or direct product thereof) will be exported, directly or
indirectly, in violation of export laws and regulations of the United States and any other relevant
local export laws and regulations applicable to the Services (including technical data), or will be
used for any purpose prohibited by these laws, including, without limitation, nuclear, chemical,
or biological weapons proliferation, or development of missile technology. Customer
acknowledges that the Hosting Services are designed with capabilities for Customer and its
Users to access the Hosting Services without regard to geographic location and to transfer or
otherwise move the Data between the Hosting Services and other locations such as User
workstations. Customer is solely responsible forthe authorization and management of User
accounts across geographic locations, as well as export control and geographic transfer of the
Data.
3.5.8 Managed Services. S&S shall provide the Managed Services in accordance with accepted
industry standards. Please see the table below for additional information on other division of
responsibilities:
Notes
ResponsibilityItem
All data center infrastructure is backed by redundant power
Power Supply
sources and maintain generator backups in case of widespread
S&S
electrical outage.
Internet Feeds
& Networking
All data center infrastructure is backed by high-speed redundant
S&S
at the Hosting
network and internet connectivity.
Facility
Internet Feeds
The Customer is responsible for monitoring and maintaining
& Networking
network and internet connectivity at the customer site relating to
at the
the hosted environment. For general usage, 10 to 20 Mbps
Customer
Customer Site
upload/download dedicated to enQuesta throughput will meet or
exceed the needs of most customers.
Disk Failover
Multiple copies of data are stored redundantly across multiple
S&S
in Data Center
storage servers with built-in repair mechanisms.
On -Premises
(Customer)
Set-up and maintenance of all network components, including
Customer
Network
firewall configuration and network connectivity.
For all hosted systems, an IPsec VPN tunnel is required to provide
Customer &
VPN Tunnels
secure connectivity between the customer and the cloud hosting
S&S
environment.
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The hosting environment tunnel is to be a co -managed; each party
is responsible for notifying each other in the event of any changes
that may require any type of coordination.
Daily backups occur each evening and are retained for 90 business
days. The Recovery Point Objective (RPO) for enQuesta is to
recover from the most recent of these evening backups to minimize
data loss. Selecting the Data Guard option makes your Production
RPO point -of -failure (a.k.a. real-time).
RTO for enQuesta is 12 hours. Often recovery time is 4 hours or
Back -Ups
less, but this is dependent on the type of failure that may have
S&S
occurred.
Complete server and data backups are taken at a 24 hour our
interval and replicated to a different Oracle data center facility
should any type of backup ever be required. This back-up can be
made available to the Customer at any point. Higher frequency
back-ups may be requested at the then available S&S rates.
Set-up, maintenance and restoration from backups —typical
Disaster
recovery time is less than 24 hours for enQuesta production —
Recovery
extreme cases can take up to 72 hours for enQuesta production.
S&S
The number one priority will be enQuesta, once it's up, the same
timelines would then apply to Capricorn & enQuesta Link.
Operating
S&S is responsible for the following Operating System Level
System
changes: General O/S maintenance, O/S-level application
S&S
Maintenance
configuration, and systematic semi -yearly O/S patching.
S&S is responsible for Database maintenance and tuning as
Database
required by the enQuesta Software.
Maintenance
Please note that this does not include manual data manipulation for
S&S
ad -hoc billable projects or corrective measures in the case of
Customer error.
The Customer is responsible for the management and
Workstations
maintenance of all workstations, PCs, devices used to connect to
Customer
the enQuesta Software.
Any Hardware
On -Premises
(e.g Kiosks,
The Customer is responsible for the configuration, management
Customer
Handhelds
and maintenance of any additional hardware installed on -premises.
Scanners, etc.
Customer is responsible for all printer configuration and support of
Printers
printers (beyond the six (6) that are included as part of the original
Customer
contract).
System
Alerting of critical instances: Tablespace Capacity, JBOSS, Back -
Monitoring
Up Completed/Failed, Hosting Services Up/Down, Web Portal
S&S
Availability Production Instance Only)
The Customer is responsible for enQuesta user maintenance and
Other
general system administration. The Customer is also responsible for
Customer
any file or report import/export to non-enQuesta servers.
3.5.9 (i) Data Security. Customer acknowledges and agrees that use of or connection to the Internet
is inherently insecure and provides opportunity for unauthorized access by a third party to
Customer's and its Users' (as well as S&S's and its service providers') computer systems,
networks and any and all information stored therein. Customer is solely responsible for
ensuring that (i) Customer's computer systems are secure and protected from unwanted
interference (such as "hackers" and viruses), (ii) all transmissions are screened for viruses or
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other harmful code prior to transmission to S&S's and/or its service providers' servers; and (iii)
Data is encrypted. Some content may be subject to governmental regulations or may require
security measures beyond those specified by S&S for an offering. Customer remains solely
responsible for Customer's regulatory compliance in connection with Customer and its Users'
use of the Hosting Services. Customer is responsible for making S&S aware of any technical
requirements that result from Customer or its Users' regulatory obligations prior to entering
into this Agreement. S&S will cooperate with Customer's efforts to determine whether use of
the standard S&S Hosting Services offering is consistent with those requirements. Additional
fees may apply to any additional work performed by S&S and its service provider or changes to
the Hosting Services. Customer will not input or provide such content unless S&S has first
agreed in writing to implement additional required security measures. By using the Hosting
Services, Customer acknowledges that it meets Customer's requirements and Data (including
Personal Information) processing instructions. Customer is solely responsible for any security
vulnerabilities, and the consequences of such vulnerabilities, arising from the Data, including
any viruses, Trojan horses, worms or other harmful programming routines contained in the
Data, and any use by Customer or its Users of the Hosting Services in a manner that is
inconsistent with the terms of this Agreement. To the extent that Customer discloses or
transmits the Data to a third party, S&S and its service providers are not responsible for the
security, integrity or confidentiality of such content outside of S&S' and its service providers'
control.
3.5.10 Unless otherwise agreed to by S&S in in this Agreement, the Data may not include any sensitive
or special data that imposes specific security or data protection obligations on S&S and its
service provider in addition to or different from those specified in the Service Specifications. If
available for the Hosting Services, Customer may purchase additional service from S&S designed
to address specific data security or data protection requirements applicable to such sensitive or
special data Customer seeks to include in its Data.
3.5.11 S&S AND ITS SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY,
AND NON -CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM
CONNECTED TO THE INTERNET. S&S AND ITS SERVICE PROVIDER SHALL NOT BE RESPONSIBLE
FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER'S OR ITS USERS' CONNECTION
TO OR USE OF THE INTERNET, AND S&S AND ITS SERVICE PROVIDER SHALL NOT BE RESPONSIBLE
FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER'S INTERNET CONNECTION IN
VIOLATION OF ANY LAW, RULE OR REGULATION.
3.5.12 Should the unlikely event of any type of unsolicited activity occur (e.g. even if it's due to
suspicious activities by a Customer's employee) S&S reserves the right to immediately block off
entry to all parties until root cause is assessed via all activity logs (network, database, and
application). The Customer also reserves the right to ask S&S to turn off access to all at any
point, in the unlikely event that this should be deemed required.
3.5.13 Current datacenter infrastructure standards are available at the links set out in Schedule "E".
ARTICLE IV: SUPPORT AND MAINTENANCE
Section 4.1 Delivery of Support Services
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4.1.1 Method of Delivery. S&S shall provide software support via telephone and electronic transmission, with
site visits only when necessary. The support services will be provided during the hours of operation as
described in Schedule "C" hereto, effective on the date support services fees are due, as detailed in the
SOW (Schedule'B"). Such services may be modified at S&S' sole discretion. Organization will establish
auto remote access procedures compatible with S&S' current practices.
4.1.2 Title to and ownership of all proprietary rights in the Releases and all related proprietary information
supplied by S&S in providing the services pursuant to this Support and Maintenance Agreement shall at
all times remain with S&S, and Organization shall acquire no proprietary rights by virtue of this Support
and Maintenance Agreement.
4.1.3 Source Code Escrow. S&S maintains an escrow agreement with a third party under which is placed the
source code for each major release of its Software. Organization may be added as a beneficiary to the
escrow agreement by completing a standard beneficiary enrollment form and paying the annual
beneficiary fee. Organization will be responsible for maintaining your ongoing status as a beneficiary,
including payment of the then -current annual beneficiary fees. Release of source code for the S&S
Software is strictly governed by the terms of the escrow agreement. No escrow in Third Party Software
is provided.
4.1.4 S&S shall have the right to terminate ongoing Support and Maintenance pursuant to this Agreement
immediately if:
i) Organization attempts to assign this Support and Maintenance Agreement or any of its rights
hereunder, or undergoes a Reorganization, without complying with this Agreement; or
ii) Organization has not paid an invoice within ninety (90) days of the start of a renewal term.
ARTICLE V: REPRESENTATIONS AND WARRANTIES
Section 5.01 Warranty of Performance
5.1.1 Software Warranty. The Software will substantially perform as described in the Documentation for a
period of one hundred twenty (120) days from the Completion of Services if the Software is used in
accordance with the Documentation, the terms of this Agreement and where the Organization has the
Required Programs, and the hardware meets the requirements. The Organization's sole recourse in the
event the Software does not conform to the Documentation is the repair and replacement of the
Software.
5.1.2 Hosting Services Warranty. During the duration of this Agreement, Provider warrants to Organization
that the Hosting Services shall be performed at the level and shall reasonably meet the requirements as
stated in any Provider manuals and other documentation provided. Organization's sole recourse in the
event the Hosting Services do not conform to the warranty provided is for the right to terminate those
Hosting Services upon providing thirty (30) days' written notice to Provider.
5.1.3 In the event an error is discovered in the Software outside the warranty period and the error can be
reproduced by S&S, provided Organization has ongoing Support and Maintenance with S&S pursuant to
Article IV of this Agreement, S&S will make reasonable commercial efforts to provide Organization with
a correction or suitable workaround in accordance with the terms of Article IV. S&S reserves the right to
correct any defects about which it is made aware and to produce in its sole discretion Releases at a time
of S&S' own choosing.
5.1.4 S&S warrants that services performed pursuant to this Agreement will be performed in a professional
and diligent manner by personnel who are competent in performing their individual tasks.
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Section 5.02 Exclusions to Warranty
S&S shall not be liable for any breach of the foregoing warranties which results from causes beyond the
reasonable control of S&S, including:
5.2.1 where the installation, integration, modification or enhancement of the Software was not done by S&S
or its authorized agent, or where Organization has taken any action which is prohibited by the
Documentation or this Agreement.
5.2.2 any use or combination of the Software with any software, equipment or services not supplied by or on
behalf of S&S.
5.2.3 user error, or other use of the Software in a manner or in an operating environment for which it was not
intended or other than as permitted herein.
5.2.4 Organization's failure to install a new Update necessary to cure an error or bug, for security or legislative
compliance purposes or for such other reasons as S&S may determine in its sole discretion: or
5.2.5 Any other event of force majeure.
Section 5.03 No Other Warranties
TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS LICENSED AND ALL OTHER MATERIALS AND
SERVICES ARE PROVIDED TO THE ORGANIZATION "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS
OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE
OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH.
S&S, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE
SOFTWARE AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION
HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY,
DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT.
S&S DOES NOT REPRESENT OR WARRANTTHAT THE SOFTWARE SHALL OPERATE ERROR FREE OR IN THE
COMBINATIONS SELECTED, THAT IT SHALL MEETANY OR ALL OF THE ORGANIZATION'S PARTICULAR
REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED.
WITHOUT LIMITING THE FOREGOING, S&S DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT
LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE OPERATION OF THE INTERNET, NETWORK
OR OTHER COMMUNICATION SERVICES) AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECTTO THE
FOREGOING OR THE APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA
CONTAINED IN SUCH SYSTEM. S&S AND ITS SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY,
AUTHENTICITY, AND NON -CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM
CONNECTED TO THE INTERNET.
NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL
BE BINDING ON EITHER PARTY UNLESS IN WRITING or SIGNED BYAN AUTHORIZED SIGNING OFFICER OF S&S.
Section 5.4 Required Programs and Hardware
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5.4.1 The Organization acknowledges that the use of the Software may require that the Organization obtain
and install additional required software programs (the "Required Programs'), as detailed in the
attached Schedule "B". The Organization agrees that the acquisition of the Required Programs (including
the cost for future updates) shall be at its sole cost and that the cost thereof is not included in the fees
herein.
5.4.2 Organization's hardware shall be maintained in sufficient quality, condition and repair at Organization's
sole cost and expense to support the Software licensed and supported herein. If S&S determines that
Organization's hardware is not of sufficient quality, condition and repair, S&S shall so notify
Organization, and Organization will use reasonable efforts to remedy any hardware deficiencies within
thirty (30) days.
5.4.3 Organization shall provide no less than one hundred and twenty (120) days' notice where the
Organization anticipates changing any of the third -party software or hardware products in use on the
Designated Computer System so that S&S may assess whether the Software will function with the
different software or hardware. Where S&S determines that the Software may not function with the
alternative software or hardware then any upgrade by Organization to the software or hardware will be
at Organization's sole risk. S&S and Organization may be required to enter into a Statement of Work
document subject to additional fees in order to make this determination.
ARTICLE VI: FEES AND PAYMENT
Section 6.1 Fees and Payments for Licenses
6.1.1 The Organization agrees to pay S&S total License fees detailed in Schedule "B" (the "License Fees"),
which is not inclusive of any applicable taxes. The Organization shall be responsible for the payment of
any applicable duties and sales/consumption taxes. The fee structure and payment schedule are
outlined in the attached Schedule "B". The License is subject to the full payment of the License fees. All
payments for License fees are non-refundable.
6.1.2 Except for any aspect of the License Fee, which is payable on the Effective Date, during the term of this
Agreement, Organization shall have thirty (30) days after the date outlined in the payment schedule in
Schedule "B" to pay S&S the applicable License Fee.
6.1.3 Prices are for quoted products only. However, to the extent permissible under governing law and
Organization's regulations and practices, this Agreement may function as a cooperative purchasing
agreement for future Organization purchases. Pricing for future and additional purchased products or
pursuant to any cooperative purchasing agreement will be at S&S then -current pricing and not based
upon pricing in this Agreement.
Section 6.2 Fees and Payments for Services and Subscription Licenses
6.2.1 The Organization agrees to pay S&S total fees as delineated in the SOW (Schedule "B"). The fee
structure and payment schedule for Services are outlined in the SOW (Schedule "B"). All payments for
Services are non-refundable.
6.2.2 Annual Subscription for Subscription Licenses
6.2.1.1 The Organization agrees to pay S&S the Annual Subscription Fees, which are not
inclusive of any applicable taxes. The Organization shall be responsible for the
payment of any applicable duties and sales/consumption taxes. The fee structure and
payment schedule are outlined in the SOW (Schedule "B"). The License is subject to
the full payment of the Annual Subscription Fees in accordance with the payment
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terms set out in SOW (Schedule "B").
6.2.1.2 The Annual Subscription Fee will be billed annually in advance beginning as set forth
in the SOW (Schedule "B") and thereafter on the anniversary or on an alternative date
mutually agreed to by both parties. If the Organization would like to match the annual
invoicing of the Annual Subscription Fee to its fiscal year or any other period it may
request, then S&S will issue a prorated invoice for the portion of the year remaining
during the initial term. S&S may change the Annual Maintenance Fee from time to
time in relation to each renewal term, but Organization shall only be billed once per
year.
6.2.2 The Organization agrees to reimburse S&S for its travel, lodging, per diem and other out of pocket
expenses as set out in the attachment to the SOW (Schedule "B").
6.2.3 During the term of this Agreement, S&S shall, from time to time, deliver invoices to Organization. Each
invoice is due and payable upon receipt.
6.2.4 In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after
the date it becomes due, in addition to all other remedies S&S has under this Agreement or otherwise,
S&S shall have the option to suspend or terminate all Services under this Agreement. Suspension or
termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding
invoices, including any late charges.
6.2.5 S&S shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable to its
employees and operations. Any tax S&S may be required to collect or pay upon the delivery of the
Services described in this Agreement shall be paid by Organization and are excluded from the prices
listed in the SOW (Schedule "B") and such sums (including the payment of the taxes) shall be payable
upon receipt of invoice. Organization shall be responsible for the payment of any applicable duties and
sales/consumption taxes. Organization warrants that there are no additional county/city/municipal style
taxes that apply to any of the Services, Support Services or Licenses orthat are in relation to income
taxes payable by S&S employees.
6.2.6 Change Orders. For proposed changes to the Services defined by this Agreement that do not materially
impact the scope of either party's work effort required underthis Agreement, the parties will cooperate
in good faith to execute Change Orders in respect thereof and will not unreasonably withhold approval
of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of
the other party, materially impacts the scope of the parties' work effort required under this Agreement,
such as, but not limited to, changes in the allocation of the resources of the Organization and of S&S
applied to a task, changes in completion schedules for individual tasks or for overall implementation,
and changes in staffing that require a party to provide additional work hours, the other party may
propose a change to cover the additional work effort required of it. Approval of any such proposed
changes will not be unreasonably withheld (it being acknowledged that any such material changes may
require modifications to the consideration paid, timelines governing, and the Services), and any disputes
regarding changes shall be handled initially by discussions between the parties which will be convened
in good faith by the parties to resolve any such matters in dispute. A sample Change Order is presented
in Schedule "C".
Section 6.3 Fees and Payments for Support and Maintenance and Any Hosting Services
6.3.1 In consideration for the support services provided hereunder, Organization shall pay the "Support and
Maintenance Fee" and the "Annual Hosting Fees" as detailed in the SOW (Schedule "B"). The Support
and Maintenance and Annual Hosting Fees will be billed annually in advance on the due date, as
detailed in the SOW (Schedule "B"), and thereafter on the anniversary of this date or on an alternative
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date mutually agreed to by both parties. If the Organization would like to match the annual invoicing of
the Support and Maintenance Fee and Annual Hosting Fees to its fiscal year or any other period it may
request, then S&S will issue a prorated invoice for the portion of the year remaining during the initial
term. S&S may change the Support and Maintenance Fee and Hosting Services Fees from time to time in
relation to each renewal term, but Organization shall only be billed once per year.
6.3.2 In addition to the Support and Maintenance Fee, Organization shall reimburse S&S for its direct
expenses in providing support services ("Billable Fees") pursuant to this Agreement which include:
(1) its direct travel expenses which are excluded from the total fees amount described in the
Statement of Work, including, but not limited to hotel, airfare, car rental, tolls, parking and
airline and travel agent fees.
(ii) courier services, photocopying, faxing and reproduction, all reasonable travel costs (hotel and
airfare) including a travel time rate of $75.00 per hour.
(iii) a per diem rate of $70.00 for weekdays and a $140.00 for weekends and statutory holidays that
includes all meal, food and telecommunications expenses (no receipts will be provided).
(iv) a mileage charge based on the current U.S. Internal Revenue Service recommended rate per
mile, long distance telephone calls; and
(v) all other reasonable expenses incurred in the performance of S&S's duties including courier
services and documentation copying or production.
S&S may update its reimbursement policies and rates related to the Billable Fees from time to time, in
which case such updated policies shall apply for purposes of this Agreement, provided that such
updated reimbursement policies must generally apply to all clients of S&S.
6.3.3 S&S shall supply all Upgrades to Organization at no additional charge other than the payment of ongoing
Support and Maintenance Fee. Upgrades may require additional services to be performed by S&S
outside of the scope of those services provided by S&S, including additional training not covered by this
Agreement and professional services for the installation and implementation of the Upgrade that will be
subject to the S&S then -prevailing policies, terms and Billable Fees related to pricing and hourly rates.
All such services shall be performed subject to a newly negotiated Statement of Work that will be
subject to the terms of this Agreement.
6.3.4 All Updates of the Software and all those services listed in the Statement of Work which are included as
part of Organization's Software support will be made available to Organization at no additional charge
otherthan the payment of the Support and Maintenance Fee.
6.3.5 All payments for Support and Maintenance and Annual Hosting Fees shall be net of any taxes, tariffs or
other governmental charges. S&S shall be responsible for paying all taxes, fees, assessments and
premiums of any kind payable to its employees and operations. Any tax S&S may be required to collect
or pay upon the sale, use or delivery of support and maintenance services shall be paid by the
Organization and such sums shall be due and payable to S&S upon receipt of an invoice, therefore. Any
taxes levied in relation to the services required for a Release shall be paid by the Organization.
ARTICLE VII: REMEDIES, LIABILITY AND INDEMNITY
Section 7.1 Remedies and Liability
7.1.1 Termination of this Agreement shall not affect any right of action of either party arising from anything
which was done or not done prior to said termination.
7.1.2 The Organization and S&S recognize that circumstances may arise entitling the Organization to damages
for breach or other fault on the part of S&S arising from this Agreement. The parties agree that in all
such circumstances the Organization's remedies and S&S' liabilities will be limited as set forth below and
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that these provisions will survive notwithstanding the termination or other discharge of the obligations
of the parties under this Agreement.
(i) EXCEPT FOR DAMAGES ARISING OUT OF S&S'S INTELLECTUAL PROPERTY INDEMNIFICATION
OBLIGATIONS SET FORTH IN SECTION 7.3, BOTH PARTIES AGREE THAT S&S' ENTIRE LIABILITY
(UNDER CONTRACT OR IN TORT INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS
AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE FEES PAID TO S&S BY THE ORGANIZATION
UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE
CLAIM AROSE.
(ii) IN ADDITION TO THE FOREGOING, S&S SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER,
INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS
OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR
SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ORGANIZATION
HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(III) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY
IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND
OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF
CONTRACT, OR TORT.
Section 7.2 Intent
The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and
apportionments of liability, and exclusive remedy provisions expressed throughout this Agreement shall apply
even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person
released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and
shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates.
Section 7.3 Intellectual Property Indemnitv
7.3.1 In the event there is a third party claim against Organization alleging that Organization's use of the
Software in accordance with this Agreement constitutes an infringement of a Canadian or United States'
patent, copyright, trademark or trade secret or other intellectual property that is valid and enforceable
in Organization's jurisdiction, S&S shall, at its expense, defend and indemnify Organization and pay any
final judgment (including all damages awarded against Organization) against Organization or settlement
agreed to by S&S on Organization's behalf. This indemnity is only effective where (i) Organization has
not made any admissions or begun settlement negotiations either prior to or after providing notice to
S&S of the applicable claim except with S&S' prior written consent, (ii) S&S has sole control of the
defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii)
Organization assists and provides information to S&S throughout the action or proceeding, and (iv)
Organization has not modified the Software in any manner whatsoever except with the prior written
consent of S&S.
7.3.2 S&S' liability for any claims under this Section 7.3 shall be reduced to the extent such claim arises from.
(i) alterations or modifications to the Software by Organization or a third party in any manner
whatsoever except with the prior written consent of S&S.
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(II) combination, integration or use of the Software with software, hardware or other materials not
approved by S&S where such claim would not have arisen but for such combination, integration
or use.
(iii) use of the Software other than in compliance with this Agreement.
(iv) compliance with the Organization's written instructions or specifications; or
(v) use of the Software after notice from S&S that it should cease due to possible infringement.
7.3.3 Any breach by Organization of its covenants under this Section 7.3 shall nullify this indemnity but not
the sole right of S&S to have full and complete authority of the defense to defend such claim or
proceeding and of all negotiations related therewith and the settlement thereof. In the event that the
Organization's use of the Software is finally held to be infringing or S&S deems that it may be held to be
infringing, Organization agrees that the only remedy available to it is that S&S shall be, at S&S' election,
for S&S to: (1) procure for the Organization the right to continue use of the Software; or (2) modify or
replace the Software so that it becomes non -infringing.
7.3.4 The foregoing states S&S' entire liability, and the Organization's exclusive remedy, with respect to any
claims of infringement of any copyright, patent, trademark, trade secret or other intellectual property
and property interest rights relating to the Software, or any part thereof or use thereof.
7.3.5 Organization may, at Organization's sole cost and expense, retain counsel of its own choosing who shall
be permitted to attend all settlement conferences and hearings or other court appearances related to
the proceeding.
7.3.6 The indemnity provisions of this Section 7.3 shall not apply to Third Party Software and S&S shall have
the right to substitute the licensor of the Third Party Software to perform S&S' obligations hereunder
and the Organization agrees to release S&S from any obligations related to such Third Party Software.
Section 7.4 Remedies
Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the
sole and exclusive remedies of the Organization for liabilities of S&S arising out of or in connection with this
Agreement, notwithstanding any remedy otherwise available at law or in equity.
ARTICLE VIII: GENERAL
Section 8.1 Confidentiality
8.1.1 Duty Owed to the Organization: S&S acknowledges that it may receive information from the
Organization or otherwise in connection with this Agreement. Except for information in the public
domain, unless such information falls into the public domain by disclosure or other acts of the
Organization or through the fault of the Organization, S&S agrees:
(i) to maintain this information in confidence.
(ii) not to use this information otherthan in the course of this Agreement.
(iii) not to disclose or release such information.
(iv) not to disclose or release such information to any third person without the prior written consent
of the Organization, except for authorized employees or agents of S&S; and
(v) to take all reasonable actions, whether by instruction, agreement or otherwise, to ensure that
third persons with access to the information under the direction or control or in any contractual
privity with S&S, do not disclose or use, directly or indirectly, for any purpose other than for
performing the Services during or after the term of this Agreement, any material or information,
including the information, without first obtaining the written consent of the Organization.
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8.1.2 Duty Owed to S&S: The parties agree that if the Organization breaches any term of Section 2.3 or
Section 2.4 then S&S shall have the right to terminate this Agreement and the grant of Licenses herein
forthwith without giving notice as set forth in Section 8.2.1.
Section 8.2 Termination
8.2.1 If either party should fail to comply with its obligations under this Agreement, the other party must
notify the breaching party in writing of such default (a "Default Notice'). Upon receipt of a Default
Notice, the breaching party must correct the default at no additional cost to the other party or issue a
written notice of its own disputing the alleged default, in either case within thirty (30) days immediately
following receipt of a Default Notice. If the breaching party fails to
(i) issue a written notice disputing the alleged default within such thirty (30) day period; or
(i i) to correct the default, or issue a notice disputing the alleged default, in either case within ninety
(90) days following receipt of the Default Notice, this will constitute an "Event of Default", and
the other party may terminate this Agreement effective upon written notice to the other party
to that effect.
8.2.2 If Organization has failed to pay the license fees in accordance with Article VI, then S&S shall have the
right to terminate the license rights granted herein and this Agreement effective immediately upon
written notice to Organization.
8.2.3 Either party may terminate this Agreement effective immediately upon written notice to the other party
if the other party:
(i) becomes insolvent.
(i i) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law,
whether domestic or foreign, and whether voluntary or involuntary, which is not resolved
favorably to the subject party within ninety (90) days of commencement thereof; or
(III) becomes subject to property seizure under court order, court injunction or other court order
which has a material adverse effect on its ability to perform hereunder.
Section 8.3 Procedure on Termination
8.3.1 If this Agreement is terminated prior to the Completion of Services or for products licensed on a
subscription basis, then within thirty (30) days following such termination, the Organization shall either
return to S&S or delete the Software from all of its locations (except as required under any statute
related to retention requirements) and shall certify in writing that all of the Organization's copies of the
Software have either been returned to S&S or deleted.
8.3.2 If this Agreement is terminated following the Completion of Services, then the Organization may retain
the copy of the Software in its possession as of the Completion of Services. Notwithstanding the
foregoing, the Organization will remain subject to the obligations imposed upon it pursuant to this
Agreement with respect to the Software, including, but not limited to, such obligations relating to
ownership of the Software and confidentiality and all of the restrictions on the Organization as set out in
Article II.
8.3.3 All warranties related to the Software terminate upon the termination of this Agreement.
8.3.5 Termination Provisions Specific to Hosting Services. In the event of termination or expiration of Hosting
Services pursuant this Agreement:
a. All rights to use the Hosting Services granted to S&S in this Agreement shall immediately
terminate and Organization will immediately cease to perform or provide said Hosting Services.
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b. Organization will pay all amounts due under this Agreement for the Hosting Services up to and
through the date of termination and all costs reasonably incurred in collecting the amounts due
to S&S (including court costs, attorney fees, and repossession charges to the extent not
prohibited by law).
C. Conditional upon Organization's payment of all Fees that are due to S&S, S&S will furnish the
S&S with a copy of Organization's Customer Data in a format to be mutually agreed upon
between the parties in writing (typically a .csv file). The anticipated time to provide a copy of the
Customer Data are one to two days and will be billed at S&S's then current daily rate. Upon
receipt of notice from S&S confirming receipt of the Customer Data, S&S shall destroy all copies
of the Customer Data and delete all Customer Data on the database and an Officer of S&S shall
certify the destruction and deletion to the Organization. Subject to any legal requirement that
S&S must retain a copy of the Customer Data, S&S shall not delete the Customer Data for 90
days from the date of termination except: (i) where S&S has provided the Customer Data to S&S
pursuant to this Subsection; or (ii) where it has received written instructions from Organization
to delete the Data. Following 90 days from the date of termination if Organization has not
communicated with S&S regarding the Customer Data, S&S shall have the right to delete all
Customer Data at any time as either required by law or as determined by S&S in its sole
discretion. Notwithstanding the foregoing, S&S shall be permitted to delete all Customer Data
without providing notification to Organization and S&S shall not be required to adhere to the
time frames detailed above where S&S is required by law to delete such Customer Data.
Section 8.4 Mediation
The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the
relationship created by this Agreement to non -binding mediation before bringing a claim, controversy or dispute
in a court or before any othertribunal. The mediation is to be conducted by either an individual mediator or a
mediator appointed by mediation services mutually agreeable to the parties. The mediation shall take place at a
time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur
later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a
mediator. Such mediator shall be knowledgeable in software system agreements. The costs and expenses of
mediation, including compensation and expenses of the mediator (and except forthe attorney's fees incurred by
either party), is to be shared by the parties equally. If the parties are unable to resolve the claim, controversy or
dispute within ninety (90) days afterthe date either party provides the other notice of mediation, then either
party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time
period is extended by a written agreement of the parties. Notwithstanding the foregoing, nothing in this Section
shall inhibit a party's right to seek injunctive relief at any time.
Section 8.5 Addresses for Notice
Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be
delivered personally or mailed by prepaid registered post. Any such notice shall be conclusively deemed to have
been given and received on the day on which it is delivered or, if mailed, on the third business day following the
date of mailing, and addressed, in the case of S&S, to:
Systems & Software, Inc.
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Address: 10 East Allen St, Suite 201, Winooski, VT 05404
Attention: Executive Vice President
Phone: 802-865-1170
and in the case of the Organization, to: City of Redlands
Address: 35 Cajon St, Suite 15-A, Redlands, CA 92373
Attention: Aimee Hoover
Each party may change its particulars respecting notice, by issuing notice to the other party in the manner
described in this Section 8.5.
Section 8.6 Assignment
Neither party may assign any of its rights or duties under this Agreement without the prior written consent of
the other party, such consent not to be unreasonably withheld, except that either party may assign to a
successor entity in the event of its dissolution, acquisition, and sale of substantially all of its assets, merger or
other change in legal status. The Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns.
Section 8.7 Reorganizations
The Organization acknowledges that the License, Services, and Support Fees set out in this Agreement have
been established on the basis of the structure of the Organization as of the Effective Date. To the extent that the
Organization amalgamates, consolidates or undergoes any corporate reorganization or transition (a
"Reorganization"), and the resulting entity (whether or not the Organization is the resulting or continuing entity)
requires additional Licenses to add additional Concurrent Users or sites, S&S shall be entitled to receive, and the
Organization shall pay, an additional License, Support or other fee based on the then prevailing License, Support
and other S&S fee schedule in effect. The provisions of this Section 8.7 shall apply to any subsequent
Reorganizations occurring following the first Reorganization. The provisions of this Section 8.7 shall not apply
where the Organization undergoes a Reorganization involving only other organizations that already have a valid
License to use the same Software.
Section 8.8 Entire Agreement
This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject
matter. There are no other understandings, agreements, representations, warranties or other matters, oral or
written, purportedly agreed to or represented by or on behalf of S&S by any of its employees or agents or
contained in any sales materials or brochures. This Agreement may not be modified except by an amendment
signed by an authorized representative of each party. No provisions in any purchase orders, or in any other
documentation employed by or on behalf of the Organization in connection with this Agreement, regardless of
the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by
S&S, with such provisions being deemed deleted. The parties have both had the opportunity to review this
Agreement with counsel, and this Agreement shall not be construed in favor of or against either Party on
account of drafting.
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Section 8.9 Section Headings
Section and other headings in this Agreement are for reference purposes only and do not describe, interpret,
define or limit the scope or extent of any provision hereof.
Section 8.10 Governing Law
This Agreement shall be governed by the laws of Ontario, Canada, without reference to the conflicts of law
principles thereof; provided, however, that the Uniform Computer Information Transaction Act will not apply
even if adopted as part of the laws of said State or Province. The United Nations Convention on Contracts for the
International Sale of Goods (UNCCISG) does not apply to this Agreement.
Section 8.11 Trial by Jury
Organization and S&S hereby waive, to the fullest extent permitted by applicable law, the right to trial byjury in
any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating
directly or indirectly to this Agreement or to any acts or omissions of S&S in connection to this Agreement.
Section 8.12 Invalidity
The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the
validity or enforceability of any other provision or covenant. Any such invalid provision or covenant shall be
deemed modified to the extent necessary in order to render it valid and enforceable; if such provision may not
be so saved, it shall be severed, and the remainder of this Agreement shall remain in full force and effect.
Section 8.13 Waiver
A term or condition of this Agreement may be waived or modified only by written consent of both parties.
Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to
be performed, and either party may evoke any remedy available under this Agreement or by law despite such
forbearance or notice.
Section 8.14 Counterparts
This Agreement may be executed in counterparts (whether by facsimile, via emailed PDF or otherwise), each of
which shall constitute an original and all of which shall constitute one Agreement.
Section 8.15 Further Assurances
The parties shall do all such things and provide all such reasonable assurances as may be required to
consummate this Agreement, and each party shall provide such further documents or instruments required by
any other party as may be reasonably necessary.
Section 8.16 Allocation of Risk
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Organization acknowledges that the limited warranties, disclaimers and limitations of liability contained in this
Agreement are fundamental elements of the basis of bargain between Organization and S&S and set forth an
allocation of risk reflected in the fees and payments due hereunder.
Section 8.17 Relationship
The parties are and shall remain independent contractors in the performance of this Agreement and nothing
herein shall be deemed to create a joint venture, partnership or agency relationship between them. Neither
party will have the power to bind the other party or to contract in the name of or create any liability against the
other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other
party or of those for whom the other party is in law responsible.
Section 8.18 U.S. Government End -Users
The Software (i) was developed exclusively at private expense; (ii) is a trade secret of S&S for the purposes of the
Freedom of Information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted
Rights); and (iv) including all copies of the Software, in all respects is and shall remain proprietary to S&S or its
licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is
subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the
Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and/or 252.227.7014 or any
successor clause, and (ii) for all government agencies, the Commercial Computer Software— Restricted Rights
clause at FAR 52.227-19 or any successor clause. The U.S. Government must refrain from changing or removing
any insignia or lettering from the Software or from producing copies of the Software and manuals (except one
copy of the Software for backup purposes). Use of the Software shall be limited to the facility for which it was
acquired. All other U.S. Government personnel using the Software are hereby on notice that use of the Software
is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/owner is N.
S&S Computer Corporation, 1 Antares Drive, Suite 400, Ottawa, ON K2E 8C4.
Section 8.19 Equitable Relief
Organization acknowledges and agrees that it would be difficult to compute the monetary loss to S&S arising
from a breach or threatened breach of this Agreement and that, accordingly, S&S will be entitled to specific
performance, injunctive or other equitable relief in addition to monetary damages in the event of a breach or
threatened breach of this Agreement by Organization.
Section 8.20 Language
The parties confirm that it is their wish that this Agreement, as well as all other documents relating to this
Agreement, including notices, be drawn up in English only.
Section 8.21 Force Maieure
No default, delay orfailure to perform on the part of S&S shall be considered a breach of this Agreement where
such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such
circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning
government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of
God or the public enemy or default of a common carrier or other disasters or events.
30Page
Section 8.22 Survival
The following sections and articles shall survive the termination or expiration of this Agreement: Article II, Article
V, Article VII, and Article Vill and any other provisions which are required to ensure that the parties fully exercise
their rights and obligations hereunder.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement to be effective as of the Effective
Date.
Systems & Software, Inc.
Na4e:"��dW -Fi aTdSsr f�
Title: CFO
Date: 2024-11-06
City of Redlands /�
Per: (.Gc.�-- 's-.�l�e�et.�-✓,/�-
Name: Charles M. Duggan, Jr.
Title: City Manager
Date: November 19, 2024
311Page
Schedule "B" — Statement of Work ("SOW")
Please refer to the enQuesta 6 Statement of Work (SOW) and Capricorn Statement of Work (SOW)
provided under separate cover.
Schedule B.0 — Redlands enQuesta v6 Statement of Work
Schedule B.1— Redlands Capricorn Statement of Work
Schedule "C" — Standard Support and Maintenance Guidelines
Please refer to the Support & Maintenance Guidelines provided under separate cover.
331Page
Schedule "D" — Insurance Requirements
Please refer tothe Redlands 2024 IRIC — Technology Vendors document provided under separate cover.
341Page
Schedule "E" —Third Party Software Licenses and Third -Party Software Terms
Schedule "E-1"
Third Party Components Additional Terms
A. Service Monitoring, Analyses and Oracle Software
S&S' service provider, Oracle, continuously monitors the Hosting Services to facilitate
its operation of the Hosting Services; to help resolve Customer's service requests; to
detect and address threats to the functionality, security, integrity, and availability.
Information collected by Oracle monitoring tools (excluding Customer's Data) may also
be used to assist in managing Oracle's product and service portfolio, to help Oracle
address deficiencies in its product and service offerings, and for license management
purposes.
2. Oracle may (i) compile statistical and other information related to the performance,
operation and use of the Hosting Services, and (ii) use data from the Hosting Services
in aggregated form for security and operations management, to create statistical
analyses, and for research and development purposes (clauses i and ii are collectively
referred to as "Service Analyses"). Oracle may make Service Analyses publicly
available; however, Service Analyses will not incorporate Customer's Data, Personal
Information or Confidential Information in a form that could serve to identify Customer or
any individual. Oracle retains all intellectual property rights in Service Analyses.
3. IfOracle software is licensed to Customer under separate terms, then Customer's use of
such software is governed by the separate terms. S&S has no obligation or
responsibility with respect to such separately licensed Oracle software.
B. Service Specifications
Data Processing Agreement
Customer agrees that the Oracle Data Processing Agreement available at the link
below sets out the parties' obligations with respect to processing of Data and Personal
Information.
htt ://www.oracle.com/us/cor orate/contracts/data- rocessin -a reement-011218-4261005. df
Oracle Services Privacy Policy
The Oracle privacy policy applicable to the Hosting Services is set out at the following
link:
htt s Wwww. oracle. co m/leg all rivac /services- rivac - olic .html
Oracle Cloud Hosting and Delivery Policies
https://www.oracle.com/as_sets/ocioud-hosting-delivery-policies-3089853.pdf
The Oracle Service descriptions — security
351 Page
Oracle's applicable administrative, physical, technical and other safeguards, and other applicable
aspects of system and content management are available the following link:
httpsalwww.oracle.com/assets/corporate-security-practices-4490843.pdf
The foregoing information, including the links to such information, may be changed from time to time
therefore Customer is responsible for reviewing such information periodically.
C. Standards
Details regarding Oracle's standards compliance for the Hosting Services may be
viewed at the following link: httr)s_//www.oracle.comlca-en/cloud/cloud-infrastructure-
compliancel
361Page
IN WITNESS THEREOF, the parties have executed this Agreement as of the Effective Date.
CUSTOMER p�' AS
By: "`""'L By:
' ,, (signature) (signature)
Name:0_V cLr+ �S M .TaY _Ev-. Name: _Todd Richardson
//``11 (Print) (print)
Title: L..� kk4 ]"ctpl _r- TiVe: CFO Date: 2024-11-06
Date: 1 4 I I Q I SO2A
371Page
Attachment "B"
Oracle Terms
The required terms set forth below are subject to change at Oracle's discretion upon 30 days notice. The
Customer acknowledges:
(1) the Programs and/or hardware that are subject to this Agreement are limited to the Customer and no
other legal entity.
(2) the use of the Programs are limited to the internal business operations of the Customer. Customer
may allow agents or contractors (including, without limitation, outsourcers) to use the Programs on the
Customer's behalf for the purposes of this Agreement, subject to the terms of this Agreement, provided
that Customer is responsible for the agent's, contractor's and outsourcer's compliance with the
Agreement in such use.
(3) the operating system delivered with the hardware Is restricted to the terms of the license delivered
with the hardware and only as incorporated in, and as part, of the hardware.
(4) the integrated Programs and integrated Programs options must be used in accordance with the terms
of the Agreement and the hardware documentation and only as incorporated In, and as part, of the
hardware.
(5) ancillary programs are those third party materials specified in the Program documentation which may
only be used for the purposes of installing or operating the Programs with which the ancillary programs
are delivered.
(6) Oracle or its licensors retain all ownership in the Intellectual property rights to the Programs,
operating system, integrated Programs, and integrated Programs options.
(7) third party technology that may be appropriate or necessary for use with some Oracle Programs
and/or hardware is specified in the Program documentation, readme files, notice files, installation details
and/or hardware documentation and that such third party technology is licensed to the Customer under
the terms of the third party technology license agreement specified in the Program documentation,
readme files, notice files, installation details and/or hardware documentation and not under the terms of
this Agreement.
(8) the hardware, integrated Programs, and integrated Programs options are not specifically designed,
manufactured, or intended for use as parts, components, or assemblies for the planning, construction,
maintenance, or operation of a nuclear facility and prohibit use of the hardware, integrated Programs, or
integrated Programs options for these purposes.
(9) the Customer is prohibited from assigning, giving, or transferring the Programs, operating system,
integrated Programs, integrated Programs options, and/or any services ordered or an interest in them to
another individual or entity (in the event the Customer grants a security interest in the Programs,
operating system, integrated Programs, integrated Programs options, and/or any services, the secured
party has no right to use or transfer the Programs, operating system, integrated Programs, integrated
Programs options, and/or any services). If the Customer decides to finance its acquisition of the
381 Page
Programs, hardware and/or any services, the Customer must follow Oracle's policies regarding financing
which are available at http://oracle.com/contracts.
(10) the Agreement prohibits (a) use of the Programs for rental, leasing, timesharing, subscription service,
hosting, or outsourcing; (b) the removal or modification of any Program or hardware markings or any
notice of Oracle's or Its licensors' proprietary rights; and (c) making the Programs available in any manner
to any third party for use in the third party's business operations (unless such access Is expressly
permitted for the specific Program license); and (d) title to the Programs, operating system, integrated
Programs, or integrated Programs options from passing to the Customer or any other party.
(11) the reverse engineering (unless required by law for interoperabillty), disassembly or decompilation of
the Programs (the foregoing prohibition includes but is not limited to review of data structures or similar
material produced by Programs), operating system, integrated Programs, or integrated Programs options
is prohibited. The duplication of the Programs, operating system, integrated Programs, or integrated
Programs options Is prohibited, except for a sufficient number of copies for the Customer's licensed use
and one copy of each Program media.
(12) The use of any additional software that Oracle may include with the Programs and/or hardware
ordered for trial, non -production purposes only is restricted. The Customer may not use such additional
software included with an order to provide training or attend training provided by S&S or a third party on
the content and/or functionality of the software. The Customer has 30 days from the delivery date to
evaluate the additional software, subject to the terms of the Agreement. If the Customer decides to use
any additional software after the 30-day trial period, the Customer must obtain a license for such
software from S&S. If the Customer decides not to obtain a license for the additional software after the
30-day trial period, the Customer will cease using and will delete any such software from the Customer's
computer systems. Additional software included with an order are provided "as is' and Oracle does not
provide technical support or offer any warranties for the software.
(13) technical support, If ordered from Oracle, is provided under Oracle's technical support policies In
effect at the time the services are provided and that Oracle's technical support policies can be accessed
at httP:Horacle.com/contracts. The Customer acknowledges that Oracle's technical support policies are
incorporated into the Agreement by reference. If the Customer decides not to purchase technical support
at the time of the license and/or hardware then the Customer will be required to pay reinstatement fees
to Oracle in accordance with Oracle's current technical support policies if the Customer decides to
purchase support at a later date.
(14) any third party firms retained by the Customer to provide computer consulting services are
independent of Oracle and are not Oracle's agents and that Oracle is not liable for nor bound by any acts
of any such third party firm.
(15) some Programs, operating system, integrated software, or integrated software options may include
source code that Oracle may provide as part of its standard shipment of such Programs, operating
system, integrated software, or integrated software options which source code shall be governed by the
terms of this Agreement.
391Page
(16) hardware, if purchased, includes Oracle's hardware warranty in effect at the time the hardware is
purchased and that Oracle's hardware warranty can be accessed at
http://www.oracle.com/support/policies.htm1.
(17) to the extent not prohibited by applicable law, Oracle will have no liability for (a) any damages,
whether direct, indirect, incidental, special, punitive or consequential, and (b) any loss of profits, revenue,
data or data use, arising from the use of the Programs and/or hardware.
(18) at the termination of the Agreement, the Customer shall discontinue use and destroy or return to
S&S all copies of the Programs and documentation.
(19) publication of any results of benchmark tests run on the Programs and/or hardware is prohibited.
(20) The Customer shall comply fully with all relevant export laws and regulations of the United States
and other applicable export and import laws to assure that neither the programs, the hardware nor any
direct product thereof, are exported, directly or Indirectly, in violation of applicable laws.
(21) Oracle is not required to perform any obligations or incur any liability not previously agreed to
between S&S and Oracle.
(22) S&S may, at any time audit the Customer's use of the Programs. The Customer is required to provide
reasonable assistance and access to Information in the course of such audit and S&S is permitted to
report the audit results to Oracle. At S&S's sole discretion, S&S may assign the right to audit the
Customer's use of the Programs to Oracle. Oracle and S&S shall not be responsible for any of Customer's
costs incurred in cooperating with the audit.
(23) the Customer has not relied on the future availability of any hardware, Programs or updates in
entering into the Agreement; however, (a) if the Customer orders technical support from Oracle, the
preceding sentence does not relieve Oracle of its obligation to provide updates under such order, if -and -
when available, in accordance with Oracle's then current technical support policies, and (b) the preceding
sentence does not change the rights granted to Customer for any Program licensed under this
Agreement, per the terms of this Agreement.
(24) Oracle is a third party beneficiary of this Agreement.
(25) the application of the Uniform Computer Information Transactions Act is excluded from this
Agreement.
(26) If a third party makes a claim against the Customer that any (i) hardware (excluding the operating
system, integrated Programs or integrated Programs options); or (ii) Programs ((i) and (ii) collectively
referred to as the "indemnified material"); infringes their intellectual property rights based on the
Customer's use of the indemnified material (as applicable), Customer must notify S&S within 10 days
after Customer receives notice of the claim ( or sooner if required by applicable law). Customer must give
S&S sale control of the defense and any settlement negotiations; and give S&S the information, authority,
and reasonable assistance S&S needs to defend against or settle the claim.
(27) this Agreement prohibits: (a) the transfer of the Programs except for temporary transfer in the event
of computer malfunction if the Programs are embedded in a physical device and (b) the Customer from
assigning, giving, or transferring the Programs and/or any services ordered or an interest in them to
40113age
another individual or entity (in the event the Customer grants a security Interest in the Programs and/or
any services, the secured party has no right to use or transfer the Programs and/or any services).
(28) the Programs are subject to a restricted license and can only be used pursuant to the terms of this
Agreement and that the Customer is not permitted to modify the Programs.
(29) third party technology that may be appropriate or necessary for use with some Oracle Programs is
specified in the documentation and that such third party technology is licensed to the Customer only for
use with the Programs under the terms of the third party license agreement specified In the
documentation.
41lPage
Schedule "F"
Service Availability
Availability and Uptime Objectives:
Availability of the Hosting Services is defined as when the Software and Customer's data
are operational and accessible via a public internet connection. S&S shall strive to make
the Hosting Services available 100% of the time. In the unlikely event of any type of
downtime the two following SLA schedules will be respected:
Table 1 — Data Center's Power, Network, and Internet Availability
Monthly Performance Rate
Percentage of Applicable Monthly Recurring
Hosting Charge Credited to Customer's
Account
Equal or Greater than 99%
0%
Equal or Greater than 98%
3%
Equal or Greater than 97%
5%
Equal or Greater than 95%
10%
Less than 95%
25%
Table 2 — enQuesta Production Server Environment and Data Availability
Monthly Performance Rate
Percentage of Applicable Monthly Recurring
Hosting Charge Credited to Customer's
Account
Equal or Greater than 98%
0%
Equal or Greater than 97%
3%
Equal or Greater than 96%
10%
Less than 95%
25%
Credits or remedies will be provided only upon request of the Customer pursuant to this
SLA. Requests for credit must be received within thirty (30) days of the Customer
receiving our Root Cause Analysis document for a particular unavailability event. Please
note that the official unavailability time that will be subject to a credit will exclude any
common exclusions (as listed below).
Remedies for failure to meet any commitment provided in this agreement may not be
combined to cover the same second, minute or daytime period — only one remedy will
be afforded to the Customer per time period.
Fault will be determined, and failure to perform under the obligations of this SLA
identified, shall be based on S&S's reports related to Table 2 and Third Party Hosting
42Page
Provider's monthly monitoring reports related to Table 1, and the performance monitoring
reports on these subjects will be final and binding on the parties. Any disagreements will
be remedied in accordance with the governing Managed Hosting Support & Maintenance
Agreement.
However, the Hosting Services may be unavailable during certain downtimes, which
includes, but is not limited to, the following circumstances:
Routine Scheduled Downtime. Periods of time for the purpose of conducting
routine system maintenance. In such event, S&S shall use commercially
reasonable efforts to provide Customer with a minimum of three (3) business days
prior to any period of scheduled downtime and shall use commercially reasonable
efforts to limit any such routine system maintenance to weekends between the
hours of midnight and 6 AM EST.
Factors Outside Our Reasonable Control. Due to factors outside S&S's
reasonable control (for example, a Force Majeure event, emergencies such as
natural disasters, power surges, lightning strikes, or a network or device failure
external to our data centers) or other exceptional circumstances, S&S shall be
entitled to take any actions determined, in its sole discretion, necessary or
advisable to prevent, remedy, mitigate, or otherwise address actual or potential
harm, interruption, loss, threat, security or like concern to hosting infrastructure
("Emergency Work"). S&S shall endeavor to provide advance notice of such
Emergency Work to Customer when practicable and possible, but shall not be held
responsible for any deterioration of performance or System unavailability to
Customer during such events or Emergency Work.
Unauthorized Actions. S&S shall not be responsible for any System unavailability
that results from Customer's unauthorized action or lack of action when required,
or from Customer's employees, agents, contractors, or vendors, or anyone gaining
access to the Hosting Services by means of Customer passwords or equipment,
or otherwise resulting from Customer failure to follow appropriate security
practices. Although S&S will use commercially reasonable efforts to mitigate the
effects of any such events, S&S cannot guarantee that such events will not occur.
Accordingly, S&S disclaims any and all liability resulting from or relating to such
events.
Failure to Adhere to Requirements. S&S shall not be responsible for any
System unavailability for any failure by reason of Customer's failure to adhere to
any required configurations, use supported platforms, follow any policies for
acceptable use, or use of the Hosting Services in a manner inconsistent with the
features and functionality of the Hosting Services (for example, attempts to perform
operations that are not supported, exceeding prescribed quotas, or suspected
abusive behavior) or inconsistent with S&S's published guidance.
431Page
Systems
& Software
May 24, 2024
City of Redlands
35 Cajon St, Suite 15-A
Redlands, CA, 92373
Attn: Amiee Hoover
Re: enQuesta v6 Five (5) Yr. Maintenance Quote
Dear Aimee,
Systems & Software (S&S) is pleased to present this quotation for a 5-year Support
Maintenance Agreement for enQuesta v6 to the City of Redlands.
S&S Terms and Conditions:
• Third -party licenses related to enQuesta: Systems and Software reserves the
right to bill an additional fee should our end vendors include an annual escalator
that exceeds 1011/n. We do not have exact pricing for the future agreement years
but have included a best estimate in the terms provided in this agreement.
• Except as otherwise set forth herein, this maintenance renewal will be subject to
the terms and conditions of the existing support and maintenance agreement
between you and S&S. Any changes to support maintenance will be contained in
separate quotes related to modifications or enhancements that you request.
• Please provide an authorized signature indicating your acceptance of this quote.
The Five (5) year maintenance pricing provides the following:
• 2025 — 3% increase on enQ Support, 0% Increase on Hosting
• 2026 — 3% increase on enQ Support, 0% Increase on Hosting
• 2027 — 3% increase on enQ Support, 0% Increase on Hosting
• 2028 - 0% increase on enQ Support & Hosting
• 2029 - 0% increase on enQ Support & Hosting
**Please note that while we're offering a 0% increase on the base enQ Support or Hosting, we
have included a 3% increase on third party license cost. As noted above in the Terms & Conditions
that the third -party license cost may increase. This includes 3% increase to 90 Back Up
extension**
YR-1 I YR-2 I YR-3 I YR-4 I YR-5
5-YR PRICING WITH CONTRACT
1/1/2025to
12/31/2025
1/1/2026to
12/31/2026
1/1/2027to
12/31/2027
1/1/2028to
12/31/2028
1/1/2029to
12/31/2029
5 YR TOTAL
existing - v5
$209,032,88
$215,303.35
$221,762.45
$222,456,54
$223,171.45
$1,091,726.17
Additional — 6, Capricorn, Cloud Hosting
ind 90 day back ups
$80,847.58
$81,323.01
$81,812.70
$82,079.41
$82,354.12
$408,416.92
TOTAL
$289,879.96
$296,626.36
$303,575.15
$304,535.95
$305,525.57
$1,500,142.99
$ SAVINGS WITH 5-YR CONTRACT
$5,797.60
$5,932.53
$6,071.50
$15,226.80
$15,276.28
$48,304.7
Systems
& Software
The quotation above is subject to an amended support and maintenance agreement being
finalized in conjunction with the v6 Upgrade Contracts. Multi -Year agreement to be effective
1/1/2025 through 12/31/2029.
We appreciate the opportunity to be of continued service and values your business.
IN WITNESS WHEREOF, the undersigned have executed this AGREEMENT on the dates
listed below:
Customer/Organization: City of Redlands
Date: 11/19/2024
City of Redlands, Charle . D an, Jr.
Date: 2024-11-06
Each individual signing this agreement directly and expressly warrants that they have been
given and has received and accepted authority to sign and execute the agreement on behalf of
the party for whom it is indicated. They have further been expressly given and received and
accepted authority to enter into a binding agreement on behalf of such party concerning the
matters contained herein and as stated herein.
Systems
& Software
Schedule B.0
Systems & Software, Inc.
enQuesta 6
City of Redlands
Statement of Work for enQuesta V6 Upgrade
Document Version 1.0
April 18t, 2024
Confidential Material Enclosed - This document includes information that Systems & Software, Inc. (S&S) considers to be
confidential, trade secrets, and proprietary information. Unless as required by law, it shall not be disclosed outside the City of
Redlands (Redlands). Redlands, for purposes of this provision, shall include any consultants assisting Redlands.
Statement of Work for enQuesta v6
Revision History
Date
3/18/24
Version
1.0
Description
Initial Draft
Kiley Fletcher
4/19/24
2.0
Updated v4 to v5R
Kiley Fletcher
5/22/24
3.0
Revisions to scope
Kiley Fletcher
8112/24
4.0
Revisions to scope, milestones
Kiley Fletcher
Proprietary & Confidential April 1, 2024 Page 2 of 39
Statement of Work for enQuesta v6 Upgrade
Table of Contents
1. Project Objectives 5
enQuesta v6 5
City of Redlands and Systems & Software 5
Project Overview 5
2. Purpose of SOW 6
Products and Services 6
Cost, Schedule, and Scope 6
Labor Rates 6
Change Control 6
3. enQuesta v6 Product New Features 7
Additional Scope: 9
4. Interfaces 10
5. S&S Access to enQuesta Servers & Databases 11
6. enQuesta v6 Security Architecture New Features 11
7. Attachments to the SOW Include 14
8. Initiate & Analysis Phase 15
Phase Overview 15
Phase Deliverables & Key Milestones 15
Project Team Assembly / Staffing Requirements 16
Project Kick Off 17
New Features & Client EnQuesta Challenges / Pain Points Review Development of
Joint Project Management Plan 18
System Hardware and Software Installation 21
9. Build Phase
24
Phase Overview
24
Phase Deliverables & Key Milestones
24
Data Cleansing
25
Execute Test Data Conversions
25
enQuesta Configuration
26
Printer Queue Migration
26
Client -specific modifications & Interfaces
26
Cognos Report Conversion
27
10. Training & Testing Phase
28
Phase Overview
28
Phase Deliverables & Key Milestones
28
Core Team Training
29
enQuesta Analytics Training
30
Test Script Creation / Modification
30
Proprietary & Confidential April 1, 2024
Page 3 of 39
Statement of Work
Functional/Integration Testing
End User Training
11. Activate
Activate Phase Overview
Activate Phase Deliverables & Key Milestones
Simulation
Go -live Conversion
Go -Live
12. Payment Milestones
31
32
33
33
33
34
35
35
38
Proprietary & Confidential April 1, 2024 Page 4 of 39
Statement of Work for enQuesta v6 Upgrade
1. Project Objectives
enQuesta v6
1.1.1 City of Redlands and Systems & Software, Inc. (S&S) have agreed to engage in the upgrade
of the existing enQuesta Client Information System (CIS) and ancillary modules. Under this
arrangement, City of Redlands will upgrade from their currently installed release of enQuesta
v5R to enQuesta v6. Objectives of the upgrade are:
• Establish City of Redlands on the standard, most current version of enQuesta v6,
• Implement the new features that have been identified within this statement of work.
• Upgrade City of Redlands to the most recent version of Oracle 12c Database, Operating
System, and Middleware.
• Upgrade S&S' next generation reporting solution, the enQuesta Reporting Portal, to the
current version utilizing Cognos Analytics.
CitV of Redlands and Systems & Software
1.1.2 City of Redlands, having its principal offices at 35 Cajon St, Suite 15, Redlands, CA 92373
shall be referred to herein as the "Client". Systems & Software, Inc. having its principal offices
at 10 E Allen Street Suite 201 Winooski, VT 05404, shall be referred to herein as "S&S".
Project Overview
1.1.3 The duration of this project is expected to be 6 months until Go -live plus 1 month of post -Go -
live (before transitioning to Support) although this is subject to change based on the mutually
agreed upon project plan.
1.1.4 The Client is estimated to have approximately 25,000 active accounts.
Proprietary & Confidential April 1, 2024 Page 5 of 39
Statement of Work for enQuesta v6 Upgrade
2. Purpose of SOW
Products and Services
2.1.1 This Statement of Work (SOW) describes the products and services to be delivered by S&S
as well as the responsibilities of both the Client and S&S throughout the duration of the Project.
Cost Schedule and Scope
2.1.2 S&S and the Client agree to cooperatively manage the cost, schedule, and scope of the
project. Project scope is limited to the tasks and deliverables identified in this SOW. Items not
specifically detailed in this SOW are to be considered out of scope.
2.1.3 All costs associated with third party hardware and/or software will be subject to the current
rates of the third -party vendor at the time an order is placed. Maintenance for third party
software shall commence at the time the order is placed.
Labor Rates
2.1.4 If the need for additional services is required throughout the Project due to scope change,
additional labor rates will apply. Labor rates for additional services will be billed at the current
year hourly billable rate. The 2024 hourly rate is $2751hr. S&S will keep the 2024 hourly rate
in effect for the duration of the upgrade project to be used for any change orders during the
project.
Change Control
2A.5 Both the Client and S&S agree to reserve the right to enter into negotiations covering items
currently known to be outside of scope or not yet currently defined using the S&S Change
Control Plan procedures. It is acknowledged that those negotiations would potentially lead to
a Change Order to this project or a separately defined project. Change Orders will be
evaluated for impact to cost, schedule, project risk(s), and resources.
User License:
2.1.6 enQuesta CIS License for 35 users is included
Proprietary & Confidential April 1, 2024 Page 6 of 39
Statement of Work for enQuesta v6 Upgrade
3. enQuesta v6 Product New Features
Functional Area
Feature
enQuesta Security
enQuesta v6 provides the following cross -platform enhancements related to Single Sign On
authentication and Lightweight Directory Access Protocol (LDAP):
- Presentation level integration
- enQuesta accepts and authenticates credentials against Microsoft Active Directory or any
LDAP service.
- If the user runs the application from a system which is already logged into the directory
service, enQuesta does not prompt for authentication, and SSO capabilities are achieved.
- With no more client to install, no SSH connection is required.
- An LDAP server is built into enQuesta (in case the utility does not already have LDAP
installed).
Inquiry &
Redesigned System Navigation and New Menu System
Navigation
New inquiry design with configurable views, billing history redesign and ability to search and
launch programs by key word search (in addition to fast paths).
File Transfers
Scheduling SFTP Transfers in Job Scheduler
User can now schedule SFTP file transfers to happen at specific date and time in Jab
Scheduler.
File Transfers
File Upload/Download in enQuesta
Users now have the ability to upload and download (interface) files to and from enQuesta
using the enQuesta application (instead of using desktop file transfer scripts or FTP clients).
Multiple files can be specified at once.
Job Scheduler
New Run Sheets Available
The following enQuesta run sheets are now available in Job Scheduler.
Collections Run Sheet (for notices & shuts)
Promise to Pay Break Routine
Installment Break Routine
Credit Fund Transfer Run Sheet
Budget Break Run Sheet
Budge Review Run Sheet
Calendar Based Collections Run Sheet
Cash Month End
Month End
Cognos BI
FTP Upload/Download
Deposit File Print (report)
Cash Run Sheet
Daily Update
GL Interface Run Sheet (calclprtlupd)
HH WO Create Run Sheet
Inactive to Active Credit Run Sheet
Payment file upload
Create ACH File
Deposit Interest Run Sheet
Deposit Auto -refund Run Sheet
Credit Refund Run Sheet
Proprietary & Confidential April 1, 2024 Page 7 of 39
Statement of Work for enQuesta v6
Work Order Update Run Sheet
Work Order Control Sheet
Write off Run Sheet
Recurring Billing Run Sheet
IDS Run Sheet
Send Bill Is Ready (replaces send EBPP)
Send Payment Reminder & Past Due Notifications
Send High Bill/Usage Notifications
Abill Run Sheet (Billing Adjustment Run Sheet)
Job Scheduler
Billing Recurrence
You can now schedule one job once in Job Scheduler to run the billing run sheet
automatically in accordance with your daily/weekly billing schedule. The billing schedule
must be imported into enQuesta in CSV format.
Credit &
Calendar Based Collections
Collections
This feature enables utilities who would otherwise need to run many different collections
processes individually each day to run them all from a single run sheet. Because individual
notice events no longer need to be run individually, Calendar -Based Notices functionality
can dramatically minimize the time and effort associated with running the notices,
scheduling multiple jobs, and keeping track of details such as "Last Notice Sent Date."
Whereas running Billing Collections Events alone still requires you to discern and initiate the
scheduled runs prompted on your configured events calendar, Calendar -Based Collections
'Just knows" on the day it's run which notice types need to be run - and it runs them.
Credit &
C&C Flexible Installment enhancements
Collections
Additional configuration has been added to:
- Allow for down payments to be required by AR or broken agreement range
- Allow for number of payments to be driven by AR
- Allow for payments to be required before agreement is established
- Have different rules for API vs. CSR installments.
Customer Service
Expanded Report Code Functionality
Report codes can now easily apply to all applications. They can have start and stop dates
and apply as exclusions and inclusions to billing rate, penalty, collection notice and shut off
processes.
Notifications
New Notification Types Added
The following notification types have been added to the existing email/text/voice
notifications engine to be run either from scheduler or the enQuesta menu without the need
of a work order:
- Payment Reminder (notification that can be sent X days before the billing due date)
- Overdue Notice (notification that can be sent X days after the billing due date)
- High Bill Warning (notification that can be sent X days before next bill date)
- High Usage Warning (notification that can be sent X days before next bill date)
Billing
Billing Run Sheet Speed Enhancements
By allowing multiple partitions of a single program to run simultaneously, enQuesta now
demonstrates significant performance improvement in the Billing Runsheet programs.
Essentially, we took one single threaded process and broke it up into multiple smaller
processes to improve efficiency. For example, if a Billing Calculation,
Print, and Update process formerly required 6 hours run as a single process, it is now
typically cut by two thirds to 2 hours by running five simultaneous processors instead.
Benefit: Faster, more efficient billing.
Proprietary & Confidential April 1, 2024 Page 8 of 39
Statement of Work for
Note: This feature requires sufficient processor, memory, and licensing (such as COBOL)
capabilities.
Billing
BCE (Billing Collection Event) Enhancements
Enhancements have been made to the billing and collection event scheduling tool to allow
for multiple due dates to bill with one billing run if different due dates or collections timelines
apply to different property class and tax districts.
Billing
Can ABILL Using Different Rate
User can now select whether to use the rate in history or currently on the account when
doing an ABILL adjustment. Previously, you were limited to using the rate from history.
Billing
Can Send a Letter with ABILL Adjustments
A document designer adjustment letter can now be configured to be send for each ABILL
adjustment performed.
Billing
Billing Validator Enhancements
Enhanced and expanded the validator routine and reporting to make it easier to understand
and added new error checks.
Customer Service
External -Document Upload Tool
Allows users to upload documents or most file types created outside of enQuesta (e.g.,
contracts, identification cards, photos, permits, etc.) to be uploaded to enQuesta and
associated with accounts in inquiry.
3.1 Additional Scope:
3.1.1 Payment Plan Business Process Review
Redlands currently has come challenges with payment plans in enQuesta. V6 Upgrade project
will include a review of payment plan enhancements in v6 as well as a business process review
of Redlands current payment plan criteria and challenges to ensure v6 is configured
appropriately. This will address challenges unrelated to bi-monthly billing outside of the
installment plans accounting for bi-monthly billing at initial set up. A v6 enhancement does
address the initial installment set up by accounting for bi-monthly billing and setting up the
installment accordingly.
3.1.2 Additional Post Go Live Training
S&S will provide additional training for Redlands as listed below. This training will be delivered as
part of a post go live activity to ensure users are familiar with v6 and also ensures that the
upgrade is live in a reasonable time that does not impact the ongoing hardware issues.
3.1.2.1 Document Designer Training
S&S will provide up to 8 hours of Document Designer training for up to 5 users. This will include
Document Designer installation, creating and publishing letters, adding a signature line, etc. This
does not include bill print.
Proprietary & Confidential April 1, 2024 Page 9 of 39
Statement of Work for enQuesta v6 Upgrade
3.1.2.2 Work Order Training
S&S will provide up to 4 hours Work Order training for up to 5 users. This will include basic work
order configuration and resolution code set up.
3.1.2.1 Abill/Rebill/ReCalc
S&S will provide up to 4 hours of Abill training for up to 5 users. This will include Abills, Rebills
and Recalculated bills using existing enQuesta functionality.
4. Interfaces
4.1.1 The following represents a list of interfaces that will be ported forward to enQuesta v6.
Vendor
Interface
API or
Batch
API 2.0 or
Legacy API
Basic HTTPS or
BTB Cert
Authentication?
InvoiceCloud
Real time payments
API
API 2.0
BTB Cert
IVR Inbound
API
API 2.0
HTTPS Authentication
IVR Outbound
Batch
NIA
NIA
Neptune 360
Meter Reading
Upload
Batch
NIA
NIA
Concord
Meter Exchange
Batch
Meter Reading
Download
Batch
NIA
NIA
E Lock Box
Standard Payment
File Upload
Batch
NIA
NIA
ACH
Batch
NIA
NIA
Tyler MUNIS
GL Interface
Batch
NIA
NIA
Any costs incurred directly from the above -mentioned vendors in order to complete the
integrations as defined in this contract will need to be identified in a separate SOW
between the 3rd party vendor and the Client and are not included within the scope of this
SOW.
4.1.2 The following represents a list of files that are transferred using FTP and need to be
considered during the project. Redlands will consider automation of file transfer where
possible.
• Invoice Cloud
• Neptune 360
• UB Assistance program
• Outbound auto -call file
• Meter Inventory for meters and radio registers
• Month lylln-advance ACH for US Bank
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Statement of Work for enQuesta v6 Upgrade
5. S&S Access to enQuesta Servers & Databases
5.1 S&S must have host server access to all v6 environments throughout the lifetime of a project.
This begins with the v6 provisioning and continues through go -live weekend. More specifically, S&S
requires:
5.1.1 Root access for OS provisioning.
5.1.2 Direct access to ansible service account with sudo permission for servers provisioning and
code deployment.
5.1.3 Access to oracle service account with sudo to root for all DB servers.
5.1.4 Access to svrvdef, webfast, usercomp enQuesta service accounts to perform enQuesta
application maintenance.
5.1.5 Full enQuesta application access to all environments using S&S standard users (engadmin,
enquser,ssiadmin) to preform v6 application configuration, testing and troubleshooting tasks.
6. enQuesta v6 Security Architecture New Features
6.1.1 The following security architecture enhancements are required with the delivery and
implementation of the enQuesta v6 solution.
Web Application Firewall (WAF) - S&S will install a Web Application Firewall (WAF) to prevent any
vulnerable requests that would damage the application. See Figure 1 below for full application
network diagram and Figure 2 for zoom in of Internal Zone to identify WAF.
Enterprise Service Bus (ESB) — S&S will install an ESB that will expose enQuesta APIs using ESB
Proxy service. This will enforce authentication one of two ways for each API (i.e., APIs may have no
authentication now, but will have to choose one of the following methods going forward on v6):
o Basic HTTP authentication with a username and password.
n 62B SSL certificate (allows authentication only between parties with valid certificate)
■ S&S generates certificate and provides to vendor (note that this is separate
from enQuesta application SSL certificate described below.)
See Figure 1 below for full application network diagram and Figure 2 for zoom in of Internal Zone to
identify ESB.
SSL Certificate (for enQuesta application servers, separate from 13213 SSL certificate) — We need to
Install a SSL certificate on enQuesta application servers (Prod, Train, Test, etc.) and disable HTTP
access.
6.1.2 Impact to the Client:
6.1.3 The use of v6 WAF and ESB as shown in the diagrams below will have the following impact
on 3rd part interface vendors. Client is required to inform 3111 party vendors of the following
information in case there as costs associated with conforming to the new v6 architecture.
6.1.3.1 enQuesta endpoint URLs change (even if same enQuesta legacy API is being
used) in case any of Client's V part vendors have the endpoint URLs hard coded.
6.1.3.2 HTTP protocol with or without user/pass is no longer supported when connecting
to enQuesta API endpoints.
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Statement of Work for enQuesta v6 Upgrade
6.1.3.3 Connection to enQuesta API endpoints via HTTPS Basic Authentication or B2B
certificate is supported.
6.1.3.3.1 HTTPS Basic Authentication is supported only if 31d party vendor
server(s) are in the Internal Zone of the Client's network as shown in Figure 1.
6.1.3.3.2 Authentication using a 13213 certificate is required if 3rd party
vendor server(s) are outside the Client's network, accessing enQuesta from the
Internet Zone (i.e., public) as shown in Figure 1. 82B can also be used in the
Internal Zone.
6.1.4 Re: the SSL certificate for the enQuesta application servers, there are two options for installing
the certificate:
6.1.4.1 Preferred S&S Solution — S&S prefers to install a wildcard enquesta.io certificate.
6.1.4.2 The other option is for the Client to provide S&S with an SSL certificate with their
own domain.
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Proprietary & Confidential April 1, 2024 Page 12 of 39
Statement of Work for enQuesta v6 Upgrade
Internal enQuesta API
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6.1.5 FTP Security Changes - Incoming FTP traffic is no longer allowed, however outgoing FTP
traffic is allowed to put or get files from vendors.
6.1.6 Impact to the Client:
6.1.6.1 The Client currently connects to enQuesta servers via FTP to transfer upload and
download files among enQuesta users, vendors and the enQuesta application. These file
transfer processes clearly need to remain in place to support the function of ongoing Utility
business, however the method will be replaced with one of the following for each batch interface
depending on the current process.
6.1.6.1.1 enQuesta manual fife upload via enQuesta application (instead of
FTP client or .bat script)
6.1.6.1.2 enQuesta manual file download via enQuesta application (instead
of FTP client or .bat script)
6.1.6.1.3 ,fob Scheduler file upload
6.1.6.1.4 Job Scheduler file download
6A1 6A.5 1-FTP (ftp/scp/sftp)/crop (S&S to help configure'")
6.1.6.1.6 Wgeticurl(HTTPIHTTPS)Jcron (S&S to help configure")
.. S&S will configure at least one LFTP or wget crop job for Client. If more are
required for multiple interfaces, Client will configure using the S&S configured
job as a template.
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Statement of Work for enQuesta v6 Upgrade
6.1.7 Cash AN (CashServices) Change — This applies to Clients using a real-time payment
processor that does not support API 2.0 yet (e.g., Paymentus, Kuhra, CityBase). S&S
changed the authentication flow to native session management using HTTP JSESSIONID
header. This can be disregarded if Client uses InvoiceCloud, since they will use the new
enQuesta v6 API 2.0 endpoints.
6.1.8 Impact to the Client:
6.1.8.1 The Client must inform vendor(s) to make changes needed to connect to API via
new authentication method.
7. Attachments to the SOW Include
Attachment A — Detailed Pricing
Attachment B.1 — Capricorn SOW
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Statement of work for enQuesta v6 Upgrade
8. Initiate & Analysis Phase
Phase Overview
Establish project goals and procedures
Put Project Infrastructure in place
Plan for testing and configuration of New Features and process changes
Activities
•Project team assembly
•Project Management Plan created
• Project kick off
• New features and Customer enQuesta challenges & pain points review
•System hardware & software installation
• Develop testing strategy
•Complete user training matrix and conduct training requirements analysis
Phase Deliverables & Key Milestones
S&S Client
S&S Client
Project Team Assembly
Action
X X
X X
Completion of Onsite
Kick off Meeting
Action
X
X
Data mapping sessions
Action
X
X
New Features Review
Action
X
X
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Statement of Work for enQuesta v6
Client enQuesta
Action
Challenges & Pain
X X
X
Points Review
V6 New Features &
Excel
Data Mapping Workbook
X
X
Project Management
Doc
Plan
X
X
Delivery of enQuesta v6
Action
Environment
X
X
Testing Strategy
Doc
Document
X X
X X
Complete User Training
Excel
Matrix
X X
X X
Project Team Assembly / Staffing Requirements
8.1.1 Project Manager
8.1.1.1 Both the Client and S&S will assign Project Manager(s) (PM) for the duration of
this project, including the 30-day post Go -Live period, as defined in this SOW. Each Project
Manager shall have decision -making authority and be the central point -of -contact within their
respective organization.
8.1.1.2 S&S Project Management activities will be carried out both onsite and remotely.
8.1.1.3 Project Management is comprised of the following responsibilities and associated
activities: Scope Management, Change Management, Resource Management,
Communication Management, Issue Management, and Relationship Management.
8.1.2 Executive Sponsor
8.1.2.1 S&S will assign an Executive Sponsor for the duration of this project. The Client
must also assign an Executive Sponsor. This ensures the needs of all parties are being met.
Executive Sponsors shall interact and/or meet on a mutually agreed upon basis and may
engage on any type of issue.
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Statement of Work for enQuesta v6 Upgrade
8.1.3 Project Team
8.1.3.1 Both S&S and the Client will be responsible for assigning a Project Team of
qualified resources to cover all aspects of the project, including but not limited to Project
Management, Subject Matter Experts (SMEs), and Technical Experts. Qualified Resources are
those individuals that have expert knowledge of today's environment and are able to think
outside the box.
8.1.3.2 Proposed areas of expertise include:
• Project Management
• IT (Hardware, Network, Peripheral Devises)
• Conversion
• Training
• Business Processes / Functional SMEs
• Interfaces
• Testing
• Reporting
8.1.3.3 All project team members are expected to be empowered to make decisions. If a
decision affects the compliance of a RMC or State requirement, upper -level management and
CA may need to be involved and Redlands will handle accordingly.
8.1.4 Project Room
8.1.4.1 It will be necessary for the Client to establish a Project Room for use throughout
this project. The Project Room must accommodate the S&S Project Team while onsite to
conduct non -training activities, such as Business Process Analysis, Testing, etc.
8.1.4.2 The Project Room must have, power sources, network access, internet access, a
telephone, and a networked printer. The S&S Team must have access to the enQuesta server
while on -site.
Project Kick Off
8.1.5 The project kick-off will take place following the upgrade contract signing. This is typically an
event that can be executed in a single business day. The S&S team will review the following
items with the Client:
• Review initial project plan schedule
• Project SOW Review — define key tasks, deliverables, interfaces, and testing
expectations
• Define project structure and lines of communication
• Hardware and software specifications review, as well as procurement expectations
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Statement of Work for enQuesta v6 Upgrade
New Features & Client EnQuesta Challenges / Pain Points Review
8.1.6 After Project Kick Off, the S&S team will hold deeper dive discovery sessions on the following
topics to determine how to configure the v6 system for the test phases. These sessions are
executed over the course of three to five business days, and four to eight weeks after kickoff,
depending on the size and complexity of the upgrade. -
• Demonstrate and review the functionality that has changed from v5R/5 to v6.
• Conduct data mapping sessions to make decisions on how certain data elements will
convert into the new v6 database structure. Data cleansing opportunities and tasks will
follow these sessions.
• Review existing Client challenges and pain points with current enQuesta processes to
identify additional configuration (changes) that should be done as pan of the upgrade.
Note this is not a full BPA assessment in each of the functional areas. S&S will review the
enQuesta processes identified by the Client in advance of this discussion.
• Review any existing interfaces that need to be brought forward with v6.
• S&S will provide documentation to the Client (v6 New Features & Data Mapping
Workbook) after the Data Mapping Sessions, Client challenges and pain points review
and the New Features review sessions to document the new processes and configuration
that will be implemented.
• Documentation request for current list of users, training needs, and security groups
Development of Joint Project Management Plan
8.1.7 The Project Management Plan describes how the project will be managed and is necessary
in defining, preparing, integrating, and coordinating all subsidiary plans and processes as pan
of S&S's Implementation Methodology. The Project Plan will be finalized during the initiate
phase of the project. The Project Plan/Project Schedule will be created/completed within the
Clarizen Project Management tool. Use of any other tool (e.g. MS Project) for project
planning/scheduling is not included within the scope of this project.
8.1.8 The Project Management Plan integrates all tasks S&S requires in order to manage the project
and will be the primary source for information for how the project activities will be planned,
executed, monitored, and controlled, and closed. The Client might require additional tasks,
such as customer communications or internal process review, but these tasks will not be
reflected or tracked in the Upgrade Project Plan. Following is a list of responsibilities included
with the management of the Project Management Plan.
8.1.9 Scope Management
8.1.9.1 Scope management is the act of managing the project, its associated deliverables,
activities as defined in this SOW, and all contract documents. Proper scope management
ensures that the project plan is executed according to the timeframes and budget defined for
this project. Any scope not defined in this SOW will follow Change Control Plan procedures.
Attached to this SOW is a Sample Project Schedule, Attachment C.
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Statement of Work for enQuesta v6
8.1.9.2 The S&S PM will update the project schedule on a monthly basis and submit it to
the Client PM(s) for review and approval. Regular Project Team meetings will be held weekly
via conference call.
8.1.9.3 The S&S PM is responsible for ensuring the day-to-day activities are being carried
out in a manner consistent with defined project objectives, industry standards and contractual
obligations.
8.1.9.4 The Client PMs are responsible for ensuring the day-to-day activities are being
carried out in a manner consistent with defined project objectives, industry standards and
contractual obligations.
8.1.10 Time Management
8.1.10.1 Time Management is the process of estimating, scheduling, and tracking project
activities. The overall project schedule will be managed by the S&S Project Manager to ensure
that the project is delivered in a timely manner. All the critical path items will be managed
closely by the S&S PM and Client PMs in their respective areas of responsibility.
8.1.11 Resource Management
8.1.11.1 Resource Management is the responsibility of both the SO PM and the Client
PM's. Each PM is responsible for the oversight and management of the project team members
from their respective organizations which may include employees, contracted consultants, and
vendors.
8.1.11.2 The S&S PM will manage S&S resources; the Client PM's will manage Client
resources, and third -party vendors.
8.1.11.3 At no time shall S&S become involved with the oversight or scheduling of Client
resources or the Client's third -party vendors.
8.1.11.4 It is the responsibility of each PM to ensure proper resources are available as
scheduled in the project plan. This includes, but is not limited to, attendance in training
sessions, team meetings, and conference calls, as well as participation in analysis, testing, and
all other project activities.
8.1.11.5 Changes to the project timeline or the project plan that are due solely to the Client
and/or the Client's third -party vendors may result in a change of scope and be subject to
Change Control Plan procedures.
8.1.12 Change Control Management
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Statement of Work
8.1.12.1 Change Management is the process whereby out of scope requests or
requirements are documented, analyzed, assessed for impact on the project and submitted for
approval on mutually agreed upon Change Management Control.
8.1.12.2 The Client Project Managers will initiate an S&S Change Request Form which
commences the Change Management process. The initial Change Request will be delivered
to the S&S PM for consideration of the following: any possible resolution plans, resource
requirements, impact to schedule, proposed timeline, and cost.
8.1.12.3 For all approved changes, the S&S PM will update the project schedule with the
additional scope of work including project tasks, durations, and assigned resources. These
tasks will then be managed as part of the overall project.
8.1.12.4 S&S may suggest that some Change Requests be managed outside the scope of
the original implementation. This project decision will require the mutual agreement of the
parties.
8.1,12.5 For those Change Requests that have financial ramifications, Payment Milestones
will be reviewed and suggested modifications proposed by the S&S PM. Such proposed
Payment Milestone changes shall be subject to the approval of the Client.
8.1.13 Test Strategy
8.1.13.1 S&S will deliver a test strategy document that will outline the goals of the following
three test phases: Functional/Integration Testing, User Acceptance Testing (UAT, executed
after the Mock Go -live Conversion) and Go -live Testing. Dates will be scheduled for each of
the three test phases in the Project Schedule. The Client is responsible for creating day-by-day
and week -by -week detailed testing schedules for Client resources (to determine which test
scripts will be executed) for each of the three test phases.
8.1.13.2 S&S will load standard enQuesta test scripts into a Client specific area in the
SpiraTest online testing tool. The Client is responsible for customizing these test scripts and
adding any additional ones required (e.g., Client specific interface test scripts). Training will be
provided on how to use the SpiraTest tool to manage test script editing/creation.
8.1.13.3 Once the new enQuesta system is launched and the Client's end users are trained
on the new features during Core Team training, the Client will begin the Functional/Integration
test phase.
8.1.13.4 UAT is a formalized 1-2 weeks of testing (to occur immediately after the Mock Go -
live conversion) in which the S&S implementation team may (depending on Client needs) be
onsite assisting the Client with "day in the life" testing, or executing daily jobs, run sheets,
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Statement of Work for enQuesta v6 Upgrade
updates and interfaces in enQuesta. The S&S PM will provide a sample test schedule and will
jointly customize it with the Client PM to list all of the major business processes typically run in
a 1-2-week period. The Mock Go -live conversion and UAT together are referred to as
Simulation.
8.1.13.5 The final testing event will occur the day before Go -Live. After S&S brings up the
new enQuesta system and completes initial smoke testing, the Client will be responsible for
final testing before providing the final approval to launch. The S&S implementation team will
be onsite during go -live to assist in testing.
8.1.14 Relationship Management
8.1.14.1 Relationship Management is the responsibility of the Project Managers. The S&S
PM will serve as the central point of contact for all Client project -related needs. The Client PM's
will serve as the central point of contact for all S&S project -related needs. The S&S and Client
PMs are responsible for managing the project to the deliverables specified in this SOW and
contract documents. Implementation issues are the responsibility of the S&S Project Manager
and supported by the S&S Implementation Team until the end of the 30-day Post Go -Live
Implementation Support Period when the support services are transitioned to the Support
Desk,
8.1.14.2 S&S will work in conjunction with Redlands and the S&S Support team to transition
any open items remaining at the conclusion of the post go live period. A plan for each open
item will be documented and communicated to Redlands.
System Hardware and Software Installation
8.1.15 Hardware and Third -Party Software Requirements
8.1.15.1 The following sections list the hardware, network, and software requirements for
the enQuesta solution. The server and environment specifications are defined at contract
signing so that establishing the project infrastructure can start as soon as the contract is signed.
The Client is required to ensure the hardware is in place, setup and ready for S&S Base
Solution installation (i.e., enQuesta) at the time of project kickoff. While S&S will make every
effort to work around hardware not being available at project kickoff, delays in hardware could
result in schedule delays and change orders.
8.1.15.2 If the Client purchases hardware independently, the order and delivery schedule
must fit within the critical path identified in the project schedule.
8.1.15.3 Hardware Requirements:
8.1.16.3.1 The Client will be running on Oracle cloud. This can be sized
similarly to the current hardware and adjusted up using virtualization. For the
Database, S&S recommends accounting for a 20% increase in load. A hardware
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Statement of Work for enQuesta v6 Upgrade
review will take place with the S&S and Client project team. See Master Services
agreement for details.
8.1.15.4 Client PC Requirements:
MINIMUM WORKSTATION
REQUIREMENTS
(Desktop or Laptop)
8.1.15.5 Third Party Software
8.1.15.5.1 With the initial configuration of the hardware, all core vendor
operational software must be installed and configured. Once the installation and
configuration has been completed, the functionality of this software will be tested.
8.1.16 Client Responsibilities
8A.16A The Client will meet the minimum system requirements as defined in this SOW.
8.1.16.2 The Client will provide VPN connectivity to the enQuesta server (or servers if the
Client either a) has or will have both a Production and Train server or b) has or will have both
a Production Application and Production Database server).
8.1.16.3 The S&S preferred network connection would be at least 1.5Mbps with all servers
put into a DMZ. Given the number and diversity of Clients requiring support from S&S, each
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Statement of Work for enQuesta v6 Upgrade
with varying networking infrastructures, support of software -based VPN clients is not a viable
option for this project. If the Client does not currently have one of these hardware solutions in
place, they will assist S&S' Network & Security Personnel with the implementation and testing
of one.
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Statement of Work for enQuesta v6 Upgrade
9. Build Phase
Phase Overview
• Install S&S Base Solution (enQuesta) on Customer servers
• Performa data mapping and cleansing activities
• Execute test conversions
• Configure new features and process changes
• Update interface and Customer -specific modifications to be
v6 compliant
• Existing Cognos reports converted for new version (enQuesta
Analytics)
-enQuesta installed on Customer servers and environments (e.g., prod, test, train)
• Hold data mapping sessions to map existing data to some new features (e.g., device normalization,
notifications), cleanse data as needed
-Execute test conversions
• Configure enQuesta production and test systems for new features and process changes identified
during initiate and analysis phase
-Update interfaces, Customer -specific modifications and Cognos reports to be v6 compliant
Phase Deliverables & Key Milestones
S&S Client
S&S Client
enQuesta installed on
Client servers and
environments
Action
X
X
Data cleansing
Action
X
X
Execute test conversion
Action
X
X
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Statement of Work for enQuesta v6 Upgrade
Configure enQuesta
Action
production and test
X
X
systems
Update existing
Action
interfaces and Client-
X
X
specific modifications for
v6
Convert existing Cognos
Action
reports for v6
X
X
enQuesta Database and Software Installation
9.1.1 Once the Client hardware and network configuration is in place, S&S will install and unit test
enQuesta on each of the Client environments (e.g., prod, test, train).
Data Cleansing
9.1.2 The Client is responsible for any data cleansing activities that result from the data mapping
sessions. Data mapping decisions and lists of data elements that need cleansing will be
documented in the v6 New Features & Data Mapping Workbook.
Execute Test Data Conversions
9.1.3 S&S will take full responsibility for data conversion with exception of the following Client
activities:
• Providing clean data.
• Working with S&S to ensure reliable access to data sources and required Client
resources as needed.
• The Client will run and provide S&S copies of the billing, trial balance and deposit
reports prior to each conversion.
9.1.4 Data to be converted
9.1.4.1 All data as currently exists in the enQuesta system.
9.1.4.2 Any data archiving is out of scope. Additional analysis/services would be required
if archiving is desired.
9.1.5 One or two test conversions will be executed as per the Project Plan and timelines that need
to be met to execute Go -live on the desired date. Test conversion(s) will be used for the first
test phase: Functional/Integration testing.
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Statement of Work for enQuesta v6 Upgrade
9.1.6 S&S will provide a balancing report and conduct a bill parallel with each test conversion.
enQuesta Configuration
9.1.7 S&S will configure the enQuesta production and test systems according to the decisions
documented in the New Features and enQuesta process changes document from the initiate
and analysis phase. All configurations shall be unit tested during functional and integration
testing.
Printer Queue Migration
9.1.8 Printer drivers are created either by the manufacturer or in some cases may use a generic
driver in the operating system. You may have noticed that when buying a new computer at
home, it may not work with your old printer. If your computer is running a new version of
Windows, a driver may not exist for (meaning that version of Windows is not compatible with)
your old printer. If this Upgrade includes an Operating System upgrade, you may find the
same issue arises.
9.1.9 As per the general support contract, the Client is responsible for the equipment such as
computers and printers. Due to S&S's familiarity with Linux, we find that on a project that
includes an OS upgrade it is easier for us to attempt the migration of print queues within
enQuesta and will attempt to do so. However, testing of those printers is still the responsibility
of the Client. This should be added to the Client's test plan.
9.1.10 After attempting to migrate your print queues, S&S will provide a list of printers that appeared
to have migrated well and a list of those that did not. For those that did not, S&S will provide
you information regarding the issue that occurred. Once this list has been provided, it becomes
the responsibility of the Client's test team to report issues in SpiraTest, test printer function,
and resolve printer and network issues. S&S will of course take responsibility for application
issues and test from the server side. The Client's test team should include two types of
resources, one with experience with enQuesta who can try printing from all the test queues
and one that can address network and hardware issues.
Client -specific modifications & Interfaces
9.1.11 S&S will port forward to v6 all Client interfaces that currently exist in the current production
enQuesta environment. Client is responsible for testing all API and batch interfaces during the
testing phase of the project. Client should review their proposed test cases during testing
planning to ensure that the interface testing requirements are thoroughly identified.
9.1.12 All existing Client -specific modifications will be ported forward to v6 as part of the upgrade.
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Statement of Work for enQuesta v6 Upgrade
9.1.13 S&S will unit test all ported forward interfaces and Client -specific modifications.
9.1.14 Client Responsibilities
9.1.14.1 Interface work required of third parties (including cost), as well as management of
the schedule for third party work on interfaces is the responsibility of the Client.
Cognos Report Conversion
9.1.15 The Client will research the reports in their current Cognos library and identify only the ones
that need to be ported forward, so that time is not unnecessarily expended on reports which
are no longer required. S&S will convert up to 400 reports or spend up to one hundred thirty
(130) hours on report conversion, whichever comes first, as part of the standard Upgrade
Project scope. Additional reports can be converted as needed using a baseline level of effort
of 20 minutes per report, which would be subject to a change order.
9.1.16 The Client has custom Water and Sewer Arrears tables and views in the ENQUESTA schema
that will be converted to v6. The water and sewer arrearage reports associated with these
tables will be converted in addition to the 400 reports noted above in section 9.1.15
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Statement of Work for enQuesta v6 Upgrade
10.Training & Testing Phase
Phase Overview
• Complete Core Team training for New Features
• Test script customization 1 creation
• Execute Functional/Integration Testing
• Complete End User training New Features
• S&S will train the Customer Core Team on the enQuesta v6 new features.
•S&S will train Customer Cognos 1 ad -hoc report team members on enQuesta Analytics (term for
Congas v6) new features.
-The Customer will customize or addlcreate test scripts using the standard S&S v6 test scripts as a
basis.
-The Customer will execute test phase 1: Functional/Integration testing.
•S&S will train the Customers end users on the enQuesta v6 new features.
Phase Deliverables & Key Milestones
5&S Client
SO Client
Core Team Training
Action
X
X
enQuesta Analytics
Training
Action
X
X
Test Script Creation I
Modification
Action
X
X
Functional/integration
Test Execution
Action
X
X
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Statement of Work
End User Training
Action
X
X
Core Team Training
10.1.1 Client Responsibilities
10.1.1.1 The Client's Project Team will coordinate user enrollment for each class and
rescheduling requirements as necessary. The Client PM is responsible for communicating the
number of participants enrolled in each class to S&S.
10.1.1.2 The Client is responsible for ensuring appropriate time is made available for users
to participate in every training course they are enrolled in, according to the finalized
User/Training Matrix. If users are not provided with such time, it is the Client's responsibility to
provide training at a later date. S&S will provide a class schedule; however, it is the Client's
responsibility to notify and get participants to the class.
10.1.1.3 It is the Client's responsibility to ensure that users attend classes in a punctual
manner. The Client is responsible for training all users who require additional training due to
late arrivals or absence.
10.1.1.4 The Client is responsible for training all casual users that are not listed in the user
matrix.
10.1.2 Training Facility Requirements
10.1.2.1 The Client is responsible for providing training facilities capable of accommodating
the number of users to be trained identified in the Training Plan. The training facilities will
accommodate 12 users per classroom, with an individual workstation for each user. Each
workstation must meet the minimum PC requirements.
10.1.2.2 Classroom setup must include:
• Projector with interface to a computer
• Projection screen
• Telephone and connection needed for technical support
• White board
• Dry erase markers
• Pencils
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Statement of Work for enQuesta v6 Upgrade
• Note paper
• High speed internet access
10.1.3 SO Responsibilities
10.1.3.1 S&S may adjust the course offerings and durations at any time.
10.1.3.2 S&S will work with the Client to identify the appropriate courses for each participant
through ajoint training requirements analysis meeting.
10.1.3.3 S&S' Technical Trainer will supply a PC for their use during training activities.
10.1.3.4 S&S is responsible for providing the Core Team training to all participants identified
in the user training matrix. The purpose of enQuesta Core Team Training is to train the core
project team on the new features and functionality of enQuesta v6. The Core Team comprises
subject matter experts who manage the major functions of enQuesta, such as Billing, Credit &
Collections, Security & Administration, Metering, and Client Service. The lessons will include
hands-on courses that instruct Core Team users on how to execute existing business
processes on enQuesta v6. Core Team training does not include introductory or basic training
to users unfamiliar with the processes of enQuesta.
10.1.3.5 S&S Core Team training typically lasts for 2-4 days, depending on the size and
availability of the Core Team and the number of new features selected for implementation.
10.1.3.6 S&S will also deliver training on how to use the SpiraTest Web -based testing tool
so that the Client is able to customize and create test scripts, execute the scripts using the tool
and manage the defect submission and re -testing process. This can either happen during the
week of Core Team training or separately via a remote conference call.
enQuesta Analytics Training
10.1.4 S&S will provide 1-2 days of remote training on the new version of Cognos, now referred to
as enQuesta analytics.
Test Script Creation / Modification
10.1.5 The Client is responsible for creating and modifying the test scripts in the SpiraTest Web -
based testing tool that will be used for all testing phases in the Upgrade Project.
10.1.6 SpiraTest
10.1.6.1 SpiraTest will be utilized as a Web -based quality assurance and test management
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Statement of Work
solution throughout all phases of testing. SpiraTest will be initially configured by S&S and
standard test scripts will be preloaded. Delivery of this platform will occur prior to the SpiraTest
Training and Functional Test Workshop.
10.1.6.2 Test script management
• Test scripts will be stored in a hierarchical folder structure making navigation easy and
intuitive. Each individual test script will consist of a set of steps that represent individual
actions the user must perform to complete the test.
• The Client will add or modify test scripts in this folder structure.
10.1.6.3 Defect Tracking
• Incidents can be categorized into bugs, enhancements, training items, configuration
issues, conversion issues, and limitations (out of scope). Each type has its own specific
workflow and business rules. Incidents can be traced back to the test case and
underlying functional requirement allowing for easy reporting on the "in -process"
quality of enQuesta during each testing phase.
10.1.6.4 Test Execution & Release Management
• SpiraTest has the ability to group together various test cases using a test execution
wizard. At each step the user will mark pass/fail and has the ability to record a
bug/defect. In addition, each test run and any incidents that are created will be
associated with the current release of enQuesta.
• Failed test scripts can be re -tested once a fix is delivered to the test environment.
10.1.6.5 Reporting
A customized reporting dashboard will be available to team leaders and will include
the ability to create fully customized queries and reports. Reports can include things
such as the number of test runs completed, failed vs. passed vs. not yet run, etc.
10.1.6.6 Assumptions
The Upgrade SpiraTest instances (Sandbox and PROD) will be deleted one year after
Go -Live.
Functional/Integration Testing
10.1.7 The Client is responsible for executing Functional and Integration Testing using the standard
and newly created test scripts in SpiraTest.
10.1.7.1 Functional testing entails testing individual enQuesta workflows, Client -specific
modifications, and interfaces on their own to ensure accurate functionality and
results. Functional testing focuses on ensuring that each process functions on its own,
independent of the dependencies and the context of other processes that may be run before,
after, or concurrently.
10.1.7.2 Integration testing is more focused on running enQuesta processes in the context
and sequencing of the Client's daily, weekly, monthly, etc., work schedule.
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Statement of Work
10.1.7.3 The SpiraTest test scripts will contain scripts for both Functional and Integration
testing for the Client to execute in the same, single test phase.
10.1.8 Client Responsibilities
10.1.8.1 The Client is responsible for creating a detailed Functional/Integration test
schedule to take place in the time allotted for Functional/Integration testing in the Project Plan.
This schedule should include a day-by-day or week -by -week schedule that matches resources
with the test scripts that they will execute on a day-by-day or week -by -week basis.
10.1.8.2 The Client is responsible for all Functional and Integration testing using their test
scripts and list of processes to test as a guide.
10.1.8.3 The Client will report issues in a timely manner and in writing to S&S.
10.1.9 S&S Responsibilities
10.1.9.1 S&S will conduct limited functional testing based on business critical enQuesta
processes to ensure sufficient functionality before the Client executes functional testing.
10.1.9.2 As testing issues are identified in SpiraTest, S&S will report issues internally in a
timely manner to begin the fix process. S&S will log and track all testing issues and deploy fixes
on a regular and/or as needed basis.
10.1.9.3 S&S will hold weekly testing status calls to assess progress and address any
issues inhibiting testing progress.
10.1.10 Testing Progress Inhibitors
10.1.10.1 Not completing testing in the timeframes allotted in the Project Plan can be one of
the primary reasons for project (Go -live) delays in an upgrade project. If testing in any of the
testing phases exceeds the time allotted in the Project Plan, and it is not a result of enQuesta
v6 issues or bugs or other S&S caused factors, S&S will make every effort to accommodate
the delay to not affect the Go -live date. If Client caused testing delays do result in project or
Go -live date delays, note that this can result in change orders to account for the additional
effort for supporting the upgrade project beyond the timeframes allotted.
End User Training
10.1.11 S&S is responsible for providing end user training to all participants identified in the user
training matrix.
10.1.12 The purpose of the enQuesta End User training program is to ensure that participants are
confident using enQuesta v6 to conduct their daily job functions prior to Go -Live. End user
training does not include introductory or basic training to users unfamiliar with the processes
of enQuesta. End user training typically takes place between Simulation and Go -live but can
be scheduled based on the Client's input as well.
10.1.13 The Client is responsible for providing a Project Team member to support each end user
training class. This team member should have knowledge of the Client's business processes
in enQuesta.
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Statement of Work for enQuesta v6 Upgrade
11.Activate
Activate Phase Overview
• Successful practice Go -live (Simulation)
• Live operation achieved (Go -live)
Post Go -live support provide before transition to Support
-Simulation Plan created (includes Mock Go -live conversion and User Acceptance Testing - UAT)
-Simulation executed
• Go -live plan created
-Go-Live conversion Executed
• Go -Live
• Post Go -Live Support
•Transtion to Support
Activate Phase Deliverables & Key Milestones
S&S
Client
S&S
Client
Simulation Plan
Excel
X
X
X
X
Mock Go -live
Action
X
X
Conversion
UAT
Action
X
X
X
Go -live Plan
Excel
X
X
X
X
Go -Live
Action
X
X
X
X
Post Go -live
Action
Support
X
X
Transition to
Action
Support
X
X
X
X
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Statement of Work for enQuesta v6
Simulation
11.1.1 After the successful completion of the first testing phase, the Client will initiate a Simulation to
take place several weeks prior to the actual Go -Live weekend. This simulation will provide a
'dry -run' of the Go -Live activities and include a Mock Go -live conversion and UAT executed
immediately after for 1-2 weeks. The Client is responsible for testing all business critical
enQuesta processes, including modifications and interfaces, during UAT. S&S will aid in the
Project Management, providing onsite support for the Simulation and responding to and
resolving issues.
11.1.2 The Simulation will be a practice for Go -Live, and as such will begin with a conversion taking
place the week prior with enQuesta workflow processes and balancing to commence the
following Monday.
Goals of Simulation include:
• Executing and balancing a successful conversion -
• Client input of open work orders, cash and any items that have been identified as
post conversion activities that need to be completed before actual Go -Live could
occur.
• Timing of above activities to ensure they can be executed before day one of Go -
Live. The results of these timings will be used to update and finalize the Go -Live
plan.
• Doing a bill parallel on at least one billing run/set of cycles
• Executing all the Client's daily and weekly workflows (e.g., entering cash, credit and
collections, work orders, new site creation, etc.)
• Reconciliation activities - Balancing Cash, AR, and Deposits
• Executing all relevant interfaces
• End user practice of daily work
11.1.3 Client Responsibilities
11.1.3.1 Client will assist with and sign -off on a Simulation Plan.
11.1.3.2 Client will make available resources in conversion and business functional areas
during the Simulation period (including weekends if necessary) to support Simulation activities.
11.1.3.3 Client will execute daily business processes and workflows as per Simulation &
Go -Live Plan.
11.1.4 S&S Responsibilities
11.1.4.1 S&S will create Simulation & Go -Live Plan with Client assistance.
11.1.4.2 S&S will execute conversion activities over the Simulation period.
11.1.4.3 S&S will support Simulation activities onsite for one week for simulation.
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Statement of Work
Go -live Conversion
11.1.5 The primary differences between the Go -live conversion and previous ones performed are:
11.1.5.1 The Go -Live conversion will be executed over a weekend and timed in accordance
with other Go -Live activities to ensure the conversion can be executed and balanced in a timely
and accurate fashion to be ready for day one of Go -Live.
11.1.5.2 Go -Live conversions will be signed -off with a go or no-go decision to proceed with
the subsequent Go -Live end user activities.
11.1.6 Client Responsibilities:
11.1.6.1 The Client will provide resources and relevant reports for balancing items and will
work with S&S resources to balance conversion potentially outside normal business hours.
11.1.6.2 The Client will sign off on the Go -Live conversion acceptance plan before
proceeding with the subsequent Go -Live end user activities.
11.1.7 S&S Responsibilities
11.1.7.1 S&S will execute and balance the conversion during the Go -Live weekend
potentially outside normal business hours.
S&S will provide the Client with a Go -Live conversion acceptance plan for sign off purposes. These will
need to be signed off by the Client before proceeding with the subsequent Go -Live end user activities.
Go -Live
11.1.8 Definition
11.1.8.1 "Go -Live" indicates the date on which the enQuesta v6 CIS Solution is operating
in a production environment at the Client's primary place of business. Business operations and
daily processing are being performed by the enQuesta v6 CIS Solution, and it is the primary
system of record for the Client. The S&S PM will lead the Go -Live activities and is responsible
for developing the Go -Live Plan which details the activities and sequence of events to take
place leading up to the Go -Live.
11.1.9 Client Responsibilities
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Statement of Work for enQuesta v6 Upgrade
11.1.9.1 Facilities
The Client shall setup adequate facilities to be used as the central base of
operations throughout the Go -Live period. The facility must have the basic
infrastructure to adequately support the Go -Live activities including power sources,
network access, internet access, phone, printer, and desk space to accommodate
the Project Team. The S&S Project Team will use the facility as its core staging
area for issue resolution and triage, as well as deploying Subject Matter Experts
to the field for support.
11.1.9.2 Billing, AR, and Deposit Balancing
11.1.9.2.1 It will be necessary for the Client to provide the necessary billing
reports to balance billing in the legacy system to enQuesta.
11.1.9.2.2 The Client shall verify trial balances for accuracy and grant final
authorization to proceed. This will conclude the Go -Live preparations.
11.1.9.3 First Week Post Go -Live
11.1.9.3.1 After execution of the Go -Live Plan and the official Go -Live, the
Client will assume primary responsibility of the CIS Solution and its day-to-day
management and support. The Client will be responsible for primary support of
business processes and end users.
11.1.9.3.2 During the first week of Go -Live, a daily wrap-up meeting will be
held. This meeting will be facilitated by the S&S PM and the primary goal is to
review the activities of the day and report any issues. This meeting is to be
attended by the S&S and Client Project Teams. Each individual shall report on
the events of the day, any problem areas, and goals for the next day. This
meeting will serve as an important vehicle for sharing information across the
Project Team, especially when remote locations are a factor.
11.1.10 S&S Responsibilities
11.1.10.1 Onsite Team
11.1.10.1.1 The S&S Project Team, including the PM and Business Lead, will
be onsite beginning the weekend before Go -Live. The primary responsibility of
the Project Team at this point is to ensure a smooth beginning of the cutover
activities. Additional members of the Project Team may be deployed throughout
the weekend to conduct onsite testing, data validation, and the final billing
parallel.
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Statement of Work for enQuesta v6 Upgrade
11.1.10.1.2 Additional on -site support after the first week can be added with
the on -site labor rates as a change order.
11.1.10.2 Billing Balancing
11.1.10.2.1 SO will perform the final billing, AR, and deposit parallel.
11.1,10.3 First Week Post Go -Live
11.1.10.3.1 The S&S Project Team will remain onsite during the first week of
Go -Live to assist in any issue resolution, as well as to provide mentorship,
guidance, and support.
11.1.10.3.2 During the first week of Go -Live, a daily wrap-up meeting will be
held. This meeting will be facilitated by the S&S PM and the primary goal is to
review the activities of the day and report any issues. This meeting is to be
attended by the S&S and Client Project Teams. Each individual shall report on
the events of the day, any problem areas, and goals for the next day. This
meeting will serve as an important vehicle for sharing information across the
Project Team, especially when remote locations are a factor.
11.1.10.3.3 The S&S Business Lead will be responsible for tracking issues
throughout the Go -Live week. These issues will be reviewed in the daily wrap-
up meetings.
11.1.10.4 Post Go -Live
11.1.10.4.1 Upon conclusion of the Go -Live and the first week of production,
S&S will provide a combination of remote and onsite support services. After the
first week of on -site support, remote support will continue for the initial 30 days
of production use. Regular status meetings between S&S and the Client will be
held to review outstanding issues. The Client will have the option for a second
week of on -site support after Go -Live.
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Statement of Work for enQuesta v6 Upgrade
12. Payment Milestones
DELIVERABLE
Contract Signing
$78,356.25
$18,625.00
$96,981.25
Completion of Onsite Kick off
$117,534.38
$-
$117,534.38
Meeting & Initial Project Plan
S&S Initial testing complete and
$143,653.13
$37,250.00
$180,903.13
testing is turned over to the Client
Simulation
$78,356.25
$-
$78,356.25
Go -Live
$52,237.50
$9,312.50
$61,550.00
Go -Live + 30 Days
$52,237.50
$9,312.50
$61,550.00
Total
Travel (estimated 20 trips
$60,000
$3, 0001tri
■
Description
Contract Signing
.Deliverable
Signed contract is sent to and received by S&S.
Completion of
Redlands and S&S's Project Manager and Core Project Teams will
Onsite Kick off
complete a project kick off meeting as defined in section 21.1.1 of the
Meeting & Initial
SOW. S&S will deliver a project schedule (via a link to an online version
Project Plan
in Clarizen) based on discussions during the kickoff meeting
S&S Initial testing
S&S will complete testing the converted data, new configuration and
complete and
new functionality that Redlands has chosen to use from the new features
testing is turned
available in v6.
over to the Client
The Mock Go -Live conversion tasks and User Acceptance Testing
Simulation
(UAT) comprise Simulation. S&S will complete their assigned Mock Go -
Live conversion tasks (as described in the 'Go Live Checklist') and
provide support to Redlands during the UAT Rhase of the project.
Go -Live
S&S will complete their assigned tasks in the Go Live Checklist and
Redlands transitions live production processing to v6 enQuesta.
The S&S Project Team will complete a "transition to support" meeting
Go -Live + 30
with Redlands and the S&S Customer Success Manager to ensure the
Days
support team has a complete understanding of any new features
implemented during the upgrade project.
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Statement of Work for enQuesta v6 Upgrade
NOTES:
• Annual Maintenance for enQuesta remains in effect as per the 2024 S&S Support Agreement.
• New Annual Maintenance for enQuesta ($7,250) will be billed at a prorated amount, from go
live date through your annual support renewal date of January 1st. Invoicing will occur upon
completion of events as described above.
• New Annual Maintenance for Hosting Servies ($65,000) will be billed at a prorated amount from
delivery of the following milestone. S&S Initial testing complete and testing is turned over
to the Client through your annual support renewal date of January 151. Invoicing will occur
upon completion of events as described above.
• All amounts are due within 30 days of invoice.
• Travel will be billed as incurred at the end of each month. The travel budget is an estimated
amount per trip. Travel will not be booked until mutually agreed upon by S&S and Client PMs.
• Additional services (Contingency Hours) outside the scope of this project will be billed via
change control as requested and approved by the Client at the current rates charged by S&S
as outlined in the Change Control section 2.1.5.
• Quotation is valid for 60 days.
Client:
By:
Title: Y M r.Mav�OP ('
Date:
Systems and Software:
By:
Title: Todd Richardson, CFO
Date: 2024-11-06
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