HomeMy WebLinkAbout521093 MS GOVERN - CONTRACT - RFP - 7470 SALES TAX SOFTWARESOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT AND
MAINTENANCE AGREEMENT
BETWEEN
CITY OF FORT COLLINS
- and —
MSGOVERN
N. HARRIS COMPUTER CORPORATION
1 Antares Drive, Suite 400
OTTAWA, ONTARIO K2E 8C4
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the Organization's request. The Consultant's entry into, or failure to enter into, an
agreement with an escrow agent or to deposit the described materials in escrow
shall not relieve the Consultant of its obligations to the Organization described in
this Section.
2.7 Ownership and Disposition of Documents
The Organization shall be the exclusive owner of all materials and documents
which were developed or prepared by the Consultant specifically for the Organization pursuant
to this Agreement. All materials and documents which were developed or prepared by the
Consultant for general use and which are not the copyright of any other party or publicly
available, including educational materials, the Software (including all copies, modifications, and
derivative works thereof, by whomever produced) and any other computer applications, shall
continue to be the property of the Consultant.
ARTICLE III
CONSULTING SERVICES
3.1 The Consultant's Services
In order to achieve the Completion of Services, the Consultant agrees, subject to
the terms and conditions of this Agreement, to perform the following services (the "Services")
for the Organization:
(a) Oversee and implement the conversion from the Organization's existing software
applications to the Consultant's Software substantially in accordance with the
timetable attached hereto as Schedule `B".
(b) Install the Software, perform necessary set up and configuration operations,
perform initial testing and parallel testing in accordance with the timetable
attached hereto as Schedule "B".
(c) Provide the training substantially in accordance with the timetable attached hereto
as Schedule `B".
(i) Consultant recommends a maximum of eight (8) people in each
training class for optimal training. In any training class exceeding eight
(8) people, Organization may be assessed an additional charge for
additional instructors.
(ii) Organization is required to make copies of the training manuals
required for the training classes either by photocopy or electronic
duplication each of which is subject to the restrictions and obligations
contained in this Agreement.
(iii) On-line reference documentation is delivered with each release.
Organization may print 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
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such Services. Cancellation by Organization with fourteen (14) days or
less of scheduled on -site Services will be billed at fifty percent (50%) of
the on -site fee, plus any non -recoverable costs incurred by Consultant due
to advance scheduling of travel. Additionally, Organization hereby
acknowledges that cancellation of on -site Services means that such on -site
Services will be rescheduled as Consultant's then current schedule
permits. Consultant is not responsible for any delay in Organization's
project resulting from Organization's cancellation of training. If upon
Consultant arrival, the Organization is not adequately prepared or has not
completed the assigned tasks for such visit by the Consultant, then the
Organization will be billed 100% of the on -site fee and scheduled on -site
services can be cancelled by the Consultant. If additional services are
required because the Organization was not adequately prepared,
Consultant will provide a Change Order to the Organization for the
additional services.
3.2 Performance by Consultant
(a) Manner of Performance -- The Consultant shall perform the Services in an
efficient, competent and timely manner and exercise reasonable care, skill and
diligence in the performance thereof.
(b) Consultant's Discretion -- The Consultant shall determine in its sole discretion the
manner and means by which the Services shall be performed, with due
consideration of adequate knowledge transfer to the Organization personnel. The
Consultant will communicate openly with the Organization on its methodology,
manner and means.
(c) Conduct on Organization's Premises -- The Services shall be performed with the
Organization's full co-operation, on the premises of the Organization or, if agreed
to by both parties, at an alternative location. The Consultant agrees, while
working on the Organization's premises, to observe the Organization's rules and
policies relating to the security thereof, access to or use of all or part of the
Organization's premises and any of the Organization's property, including
proprietary or confidential information.
(d) Inquiries by Organization -- The Consultant shall respond expeditiously to any inquiries
pertaining to this Agreement from the Organization.
3.3 Performance by Organization
(a) Co-operation 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 act reasonably
and co-operate fully with the Consultant to achieve the Completion of Services.
(b) Required Programs. The Organization acknowledges that the use of the Software
requires that the Organization obtain and install additional required software
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programs (the "Required Programs"), as detailed in the attached Schedule "A",
and the Organization agrees that the acquisition of the Required Programs shall be
at its sole cost and that the cost thereof is not included in the fees herein.
(c) Hardware. The Organization acknowledges that the operation of the Software
requires the Organization's hardware to be of sufficient quality, condition and
repair, and the Organization agrees to maintain its hardware in the appropriate
quality, condition and repair at its sole cost and expense, in order to facilitate the
achievement of Completion of Services. If Consultant determines that
Organization's hardware is not of sufficient quality, condition and repair,
Consultant shall notify Organization in writing of the Hardware deficiencies.
Organization will strive to remedy any hardware deficiencies within 30 days of
notification.
(d) Project Manager -- The Organization shall appoint a project manager (the "Project
Manager") who shall work closely with the Consultant to facilitate the successful
completion of the implementation process and who shall be responsible for
supervising the staff of the Organization and their co-operation with and
participation in such process..
(e) Additional Organization Obligations
(i) Organization shall install all corrections and maintenance releases within a
reasonable period of time of Organization's notification of their availability.
However, any fix or correction designated as "critical" by Consultant shall be
implemented by Organization within thirty (30) days of notification to the
Organization by Consultant of its availability.
(ii) Organization shall notify Consultant of suspected defects in any of the
Software supplied by Consultant. Organization shall provide, upon Consultant
request, additional data deemed necessary or desirable by Consultant to reproduce
the environment in which such defect occurred.
(iii) Organization shall allow the use of online diagnostics on the Software
supplied by Consultant to Organization, if required by Consultant during problem
diagnosis. Organization shall provide to Consultant, 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 shall ensure that its personnel are, at relevant stages of the
project, educated and trained in the proper use of the Software in accordance with
applicable Consultant manuals and instructions. If Organization's personnel are
not properly trained as mutually determined by Consultant and Organization,
Organization agrees that such personnel will be trained by Consultant or
Organization within fifteen (15) days of determination. If Organization desires
Consultant to perform the required training then Consultant shall be compensated
in accordance with this Agreement.
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(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. Organization shall provide Consultant 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 have the sole responsibility for:
(a) the performance of any tests it deems necessary prior to the use of the
Software.
(b) assuring proper Designated Computer System installation,
configuration, verification, audit controls and operating methods.
(c) implementing proper procedures to assure security and accuracy of
input and output and restart and recovery in the event of malfunction.
(d) timely upgrade and keeping current all Required Programs including
third party license releases and/or Software products to meet the requirements of
the Consultant Software.
(vii) Required Consent: Organization will obtain and provide to Consultant any
Required Consents necessary for Consultant to provide the Support Services
described in this Agreement. A Required Consent means any consent or approvals
required to give Consultant and its subcontractors the right or license to access, use
and/or modify (including creating derivative works) to the hardware, software,
firmware and other products that the Organization uses, without infringing the
ownership or license rights (including patent and copyright) of the providers or
owners of such products. Organization will indemnify, defend and hold
Consultant, its affiliates, and subcontractors, harmless from and against any and all
claims, losses, liabilities and damages (including reasonable attorneys' fees and
cost) arising from or in connection with any claims (including patent and copyright
infringement) made against Consultant, alleged to have occurred as a result of the
Organization's failure to provide any Required Consents provided that Consultant
uses such third party products only as necessary to perform its obligations under
this Agreement. Consultant will be relieved of the performance of any obligations
that may be affected by the Organization's failure to promptly obtain and provide
any Required Consent to Consultant.
3.4 Allowance for Suspension or Delay due to Organization
(a) The parties acknowledge and agree that the pricing quoted in this
Agreement and incorporated herein as Exhibit "C," Fee Schedule, is based on certain
fundamental assumptions substantively affecting the Services, including but not limited to the
Project Duration assumptions set forth in section 3.4(b) below (the "Resource Assumptions"). In
the event that the Organization shall suspend the performance of Services, delay any deliverable
date, or cause a delay in performance by failing to fulfill any of its obligations under Section 3.3,
then the following shall apply:
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(b) Any applicable delivery schedule shall be extended by a period of time
equal to the time lost because of any such delay. The due date for any deliverable set forth in the
Statement of Work that is dependent on such performance by the Organization shall be deemed
adjusted equitably to allow for the effect of such delay on Consultant's ability to supply or
perform such deliverable, and Consultant shall be entitled to reimbursement for any costs that
cannot reasonably be mitigated by temporary reassignments of personnel or other resources,
including without limitation the hourly charges for any Consultant personnel necessarily idled by
such delays but whose capacity is required to be maintained for timely future performance by
Consultant. The parties further agree that any increase of more than 30 days to the total project
duration may cause Consultant to incur additional costs that could not have been anticipated and
would have been included in the Fee Schedule. In the event that such an increase in total project
duration is attributable to the Organization, the parties will negotiate in good faith an equitable
adjustment to the Fee Schedule which shall be memorialized in the form of a Change Order.
3.5 Support and Maintenance Agreement
Concurrently with the execution and delivery of this Agreement, the Consultant
and the Organization have entered into a support and maintenance agreement (the "Support and
Maintenance Agreement") in the form of and on the terms set out in the attached Schedule "D"
which shall apply in respect of the maintenance and support services to be provided by the
Consultant to the Organization. Notwithstanding the ongoing application of the Support and
Maintenance Agreement, the terms and conditions of this Agreement, insofar as they relate to the
Software and the Documentation and the rights and obligations of the parties with respect
thereto, shall continue to apply and the Support and Maintenance Agreement is not intended to,
nor will it, apply to the exclusion of this Agreement. Consultant shall have no obligation under
this Agreement to render any maintenance services or related services with respect to non -
Consultant software, except as contracted for in writing with the Organization.
ARTICLE IV
4.1 Hardware
This Article IV shall only be applicable in the event any hardware is listed on
Schedule I.
(i) Organization agrees to purchase from Consultant and Consultant agrees to sell
to Organization, the hardware listed on the attached Schedule I (collectively the "Hardware"), for
the purchase prices listed in said Schedule. Consultant shall arrange for the delivery of the
Hardware, and Organization shall pay for the transportation charges incurred by Consultant in
connection with the delivery of the Hardware. Delivery of the Hardware shall be F.O.B. point of
destination, provided that Organization shall pay for the shipping charges. All risk of loss and
risk of damage to the Hardware will pass to Organization upon delivery to Organization's
specified location.
(ii) Upon delivery of the Hardware to Organization, Consultant shall invoice
Organization for the Hardware, and Organization shall pay for the same within thirty (30) days.
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Consultant hereby reserves a purchase money security interest in all Hardware delivered to
Organization in accordance with this Agreement until payment in full is received for all
Hardware delivered to Organization, and for that purpose, this Agreement shall be a security
agreement. Organization authorizes Consultant or its agent to file the necessary financing
statements to perfect Consultant's interest. Additionally, Consultant may file this Agreement or
a copy of this Agreement with such public filing offices as are necessary in Consultant's
discretion.
(iii) Consultant and/or the Hardware manufacturer(s) will provide Organization
with one copy of the then current user documentation for use with the Hardware ordered and the
environmental specifications for the equipment, where applicable.
(iv) Except as otherwise provided in this Agreement, Organization shall be
responsible for the installation of the Hardware at Organization's location. If Organization
desires Consultant to perform any installation not described in this Agreement, Consultant and
Organization shall follow the procedures set out in this Agreement.
(v) It is acknowledged by the parties hereto that the Hardware provided by
Consultant to Organization pursuant to this Agreement was manufactured and delivered to
Consultant by a third party manufacturer and Consultant is reselling it to Organization. As such,
Consultant makes no warranties, express or implied, with respect to the Hardware, including,
without limitation, their merchantability or fitness for a particular purpose. Any warranty
Organization has with respect to the Hardware shall be solely provided by the manufacturer(s).
Notwithstanding, except for manufacturer defects, Consultant warrants that the Hardware is
capable of implementing the Software Licensed to Organization hereunder.
(vi) The parties agree that although this Agreement may contain estimated prices
for the maintenance of the Hardware, Hardware maintenance shall be provided solely by the
respective Hardware manufacturer(s) through separate agreements between Organization and the
Hardware manufacturer(s). In no event shall Consultant be responsible for such Hardware
maintenance.
ARTICLE V
SYSTEM SOFTWARE
5.1 Svstem Software
This Article V shall only be applicable in the event any System Software is listed
on Schedule H.
(i) Consultant shall distribute to Organization the System Software which is listed
on Schedule H, and Organization shall pay Consultant for the System Software in the amount of
the purchase price(s) listed on Schedule H. Upon delivery of the System Software to
Organization, Consultant shall invoice Organization for the System Software, and Organization
shall pay for the same within thirty (30) days. Delivery of the System Software shall be deemed
to have occurred: (i) on the date for which Consultant delivers Hardware to Organization with
the System Software installed thereon, F.O.B. point of destination, provided that Organization is
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shall pay the shipping charges, or (ii) the date on which Consultant installs the System Software
on Organization's Hardware. Consultant and/or the System Software manufacturer(s) will
provide Organization with one copy of the then current user documentation for use with the
System Software.
(ii) Except as otherwise provided in this Agreement, Organization shall be
responsible for the installation of the System Software at Organization's location. If
Organization desires Consultant to perform any installation which is not described in this
Agreement, Consultant and Organization shall follow the procedures set forth in this Agreement.
(iii) It is acknowledged by the parties hereto that the System Software provided
by Consultant to Organization pursuant to this Agreement was developed and delivered to
Consultant by one or more third party software companies and Consultant is distributing,
sublicensing and/or reselling it to Organization. As such, Consultant makes no warranties,
express or implied, with respect to the System Software, including, without limitation, their
merchantability or fitness for a particular purpose. Any warranty Organization has with respect
to the System Software shall be solely provided by the third party software companies.
Additionally, Organization acknowledges that its interest in the System Software may be in the
nature of a license or sublicense with one or more of the third party software companies which
may: (i) require Organization to enter into one or more separate license agreements with such
third party software companies, and/or (ii) place restrictions on Organization's use of the System
Software. Notwithstanding, except for third party software companies defects, Consultant
warrants that the System Software is capable of implementing the Software Licensed to
Organization hereunder.
(iv) The parties agree that although this Agreement may contain estimated prices
for the annual maintenance of the System Software, any maintenance of the System Software
shall be provided solely by the third party software companies through separate agreements
between Organization and such third party software companies. In no event shall Consultant be
responsible for such System Software maintenance.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Warranty of Performance
Consultant warrants to Organization that the software, material and services to be
provided and/or rendered will be of the kind and quality referred to in the Consultant manuals
and other documentation provided. Organization's sole recourse in the event the Software does
not conform to the applicable documentation is the repair and replacement of the Software. The
Consultant warrants to the Organization that the Software will perform as described if the
Software is properly used in accordance with the Consultant's instructions. This warranty is void
if the Organization or any other third party changes or modifies the Software. Examples of such
changes or modifications include, but are not limited to, data modifications from third party
software, the de -compiling and modifying of the Source Code, and tampering with the base
set-up of the system.
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6.2 Intellectual Property Rights
The Consultant warrants:
(a) that it has the full right, authority and power to enter into this Agreement and to
grant to the Organization the Licenses and rights conveyed by this Agreement;
and
(b) that the Software is an original work of authorship and does not infringe the
intellectual property rights of others.
In the event there is a third party claim alleging that Organization's use of the Software in
accordance with this Agreement constitutes an infringement of a United States patent, copyright,
or trade secret, Consultant shall, at its expense, defend Organization and pay any final judgment
against Organization or settlement agreed to by Consultant on Organization's behalf, provided
that Organization promptly notifies Consultant of any such claim or proceeding and shall give
Consultant full and complete authority, information, and assistance to defend such claim or
proceeding. Consultant shall have sole control of the defense of any claim or proceeding and all
negotiations for its compromise or settlement. In the event that the Organization's use of the
Software is finally held to be infringing or Consultant deems that it may be held to be infringing,
Consultant shall, at Consultant's election: (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.
Consultant shall have no liability hereunder if the Organization has modified the
Application Software in any manner without the prior written consent of Consultant.
The foregoing states Consultant's entire liability, and the Organization's exclusive
remedy, with respect to any claims of infringement of any copyright, patent, trade secret, or other
property interest rights relating to the Software, or any part thereof, or use thereof.
6.3 Corrections
The Consultant covenants that it will make corrections of program malfunctions
which are reported in writing to the Consultant during the Warranty Period and which are
necessary for the Software to conform to this Agreement. The Organization agrees to allow the
Consultant the opportunity to make repeated efforts within a reasonable time no greater than 30
days to correct high -priority programming errors or malfunctions as warranted in this
Agreement. Consultant agrees that program malfunctions that result in an inoperable system
resulting in a financial impact to the Organization, or inefficient work -around, will be given its
highest priority with the problem corrected as soon as practicably possible using its most
experienced and knowledgeable resources.
6.4 No Other Warranties
The express warranties contained above are in lieu of all other representations,
warranties and conditions, express or implied, whether arising by statute or otherwise in law or
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from a course of dealing, or usage of trade. Without limiting the generality of the foregoing, the
Consultant does not represent or warrant and the Organization acknowledges that there are no
further representations or warranties:
(a) that the functions contained in the Software will operate in the combinations
which may be selected for use by the Organization or will meet the
Organization's requirements and satisfy its intended results; or
(b) that the operation of the Software will be error free or that:
(i) any programming errors will be corrected after the Warranty Period, or
(ii) any updates of, or modifications to, the Software will be made available to
the Organization after the Warranty Period,
in each case unless there is an effective Support Agreement in place after the
Warranty Period in respect of the period of time during which any such programming errors
require correction, or any updates of, or modifications to, the Software, are developed by the
Consultant and made available to the other licensees of the Software.
ARTICLE VII
FEES AND PAYMENTS
7.1 Fees and Pavments
(a) The Organization agrees to pay the Consultant total fees per the fee structure and
payment schedule is outlined in the attached Schedule "C".
(b) During the term of this Agreement, Consultant shall, from time to time, deliver
invoices to Organization. Each invoice delivered to Organization by Consultant
shall be due and payable upon receipt thereof by Organization.
(c) The Organization shall reimburse the Consultant for its direct expenses, including,
but not limited to courier services, photocopying, faxing and reproduction, all
reasonable travel costs including a travel time rate of $50.00 per hour, meal
expenses of not more than $50.00 per diem (no receipts provided) and a mileage
charge based on the current Internal Revenue Service recommended rate per mile,
long distance telephone calls, and all other reasonable expenses incurred in the
performance of the Consultant's duties.
(d) In addition to all other amounts payable under this Agreement, to the extent
escrow fees are charged by the Escrow Agent to the Consultant on a per licensee
basis or are otherwise charged in such a manner so as to be reasonably allocable
to the Organization, the Organization shall pay such fees charged by the Escrow
Agent for performing its obligations under Section 2.6. The Consultant shall use
its commercially reasonable efforts to negotiate the best possible fee structure
with the Escrow Agent. The Escrow Agent may charge a one-time annual fee or a
fee based on the number of beneficiaries entitled to access the Source. In either
case, the Consultant shall be entitled to pass on to the Organization any fees
relating to the Escrow Agent reasonably attributable to the Organization, provided
that the Organization remains entitled to access the Source pursuant to Section
2.6. Upon receiving any invoice from the Escrow Agent that requires payment by
the Organization, the Consultant shall submit the relevant invoice to the
Organization, together with background documentation confirming the amount
attributable to the Organization. Within 30 days following receipt of such
invoice, the Organization shall reimburse the Consultant for the amounts
attributable to the Organization, as more particularly set out in the documentation
submitted by the Consultant. The Consultant reserves the right to change the
Escrow Agent from time to time in order to obtain the most appropriate package
of fees and services, as determined by the Consultant, in its sole discretion. In the
event that the Escrow Agent is replaced, prompt written notice of such
replacement shall be provided to the Organization and the Organization shall
execute any documentation reasonably required by the Escrow Agent in order to
give effect to the provisions of this Agreement.
(e) In the event Organization fails to pay all or any portion of any undisputed invoice
on or before thirty (30) days after the date of the invoice, the invoice payment
shall be considered past due. Organization further agrees, at the request of
Consultant, to pay a late payment charge to Consultant at the rate of two percent
(2%) per month, or at the maximum late payment charge permitted by applicable
law, whichever is less, on any unpaid amount for each calendar month (or fraction
thereof) that such payment is past due; provided, however, that Consultant shall
not assess the foregoing late payment charge if Organization has been late in
paying Consultant on less than three (3) previous occasions within the last
calendar year.
(f) 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
Consultant has under this Agreement or otherwise, Consultant 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 applicable late charges.
(g) Consultant shall be responsible for paying all taxes, fees, assessments and
premiums of any kind payable on its employees and operations. Any tax
Consultant may be required to collect or pay upon the sale, use or delivery of the
Software, Services or Support and Maintenance described in this Agreement shall
be paid by Organization and such sums shall be due and payable to Consultant
upon receipt of an invoice therefore. Any personal property taxes levied after
delivery of the Software described in this Agreement shall be paid by
Organization.
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TABLE OF CONTENTS
ARTICLE
I
INTERPRETATION
ARTICLE
II
SOFTWARE LICENSES
ARTICLE
III
CONSULTING SERVICES
ARTICLE
IV
HARDWARE
ARTICLE
V
SYSTEM SOFTWARE
ARTICLE
VI
REPRESENTATIONS AND WARRANTIES
ARTICLE
VII
FEES AND PAYMENTS
ARTICLE
VIII
REMEDIES AND LIABILITY
ARTICLE
IX
INDEMNITY
ARTICLE
X
GENERAL
7.2 Change Orders
With respect to any proposed changes to the Services defined by this Agreement
that do not materially impact the scope of either party's work effort required under this
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 the Consultant 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, and timelines governing, 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 "F".
ARTICLE VIII
REMEDIES AND LIABILITY
8.1 Remedies and Liabilitv
(a) Termination of this Agreement shall not affect any right of action of either party
arising from anything which was done or not done, as the case may be, prior to
the termination taking effect.
(b) The Organization and the Consultant recognize that circumstances may arise
entitling the Organization to damages for breach or other fault on the part of the
Consultant arising from this Agreement. The parties agree that in all such
circumstances the Organization's remedies and the Consultant's liabilities will be
limited as set forth below and 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 (a) THE
CONSULTANT'S BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS OR (b) THE CONSULTANT'S INTENTIONAL
MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, BOTH PARTIES AGREE THAT THE
CONSULTANT'S LIABILITY (UNDER BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR
ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT
EXCEED THE FEES PAID TO CONSULTANT BY ORGANIZATION
UNDER THIS AGREEMENT.
(ii) IN ADDITION TO THE FOREGOING NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT,
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SPECIAL OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT
NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, EVEN
IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE
LIKELIHOOD OF THE OCCURRENCE OF SUCH 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 OR TORT.
8.2 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.
8.3 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
the Consultant arising out of or in connection with this Agreement, notwithstanding any remedy
otherwise available at law or in equity.
ARTICLE IX
INDEMNITY
9.1 Indemnity
The Consultant shall indemnify and save harmless the Organization, its
successors and assigns together with its officers, directors, employees, agents and those for
whom it is in law responsible, from and against any and all liabilities, damages, costs, expenses,
causes of action, claims, suits, proceedings and judgments (collectively "Claims") which they
may incur or suffer or be put to by reason of or in connection with or arising directly from any
material breach or non performance by the Consultant of any obligation contained in this
Agreement to be observed or performed by the Consultant, or any negligence of the Consultant
or its agents or employees which relates to this Agreement, howsoever arising. Consultant shall
not be responsible for any Claims resulting, in whole or in part, from the acts or omissions of
Organization, its employees, consultants or agents or any third party.
Within the limits set forth in the state of Colorado Governmental Immunity Act
the Organization shall indemnify and save harmless the Consultant, its successors and assigns
together with its officers, directors, employees, agents and those for whom it is in law
responsible, only from and against any and all liabilities, damages, costs, expenses, causes of
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action, claims, suits, proceedings and judgments (collectively "Claims") which they may incur or
suffer or be put to by reason of or in connection with or arising from any breach, violation or
non-performance by the Organization of any obligation contained in this Agreement to be
observed or performed by the Organization, or any wrongful act or negligence of the
Organization or its agents or employees which relates to this Agreement, howsoever arising. The
Organization acknowledges and agrees that this indemnity shall survive any termination of this
Agreement. The Organization does not waive the limits or protection afforded by the Colorado
Governmental Immunity Act.
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ARTICLE X
GENERAL
10.1 Force Maieure
Neither party shall be liable for delay or failure in performance resulting from acts
beyond the control of such party including, but not limited to, acts of God, acts of war or of the
public enemy, riots, fire, flood, or other natural disaster, acts of government, strike, walkout,
communication line or power failure, failure in operability or destruction of the Organization's
computer (unless by reason of the negligence of a party to this Agreement) or failure or
inoperability of any software other than the Software. Any applicable delivery schedule shall be
extended by a period of time equal to the time lost because of any such delay.
10.2 Confidentiality
(a) Duty Owed to the Organization -- The Consultant acknowledges that it may
receive information from the Organization or otherwise in connection with this
Agreement or the performance of the Services. 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, the
Consultant agrees:
(i) to maintain this information in confidence;
(ii) not to use this information other than in the course of this Agreement;
(iii) not to disclose or release such information except on a need -to -know only
basis;
(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 the Consultant; and
(v) to take all appropriate action, 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 the
Consultant, 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.
(b) Duty Owed to the Consultant -- The parties agree that if the Organization shall
breach any term of Section 2.5 of this Agreement entitled `Ownership of
Software and Confidential Information", then the Consultant shall have the right
to terminate this Agreement and the grant of licenses herein forthwith without
giving notice as set forth in Section 10.3(b).
-23-
10.3 Termination
(a) If the Consultant should neglect to perform the Services properly or otherwise fail
to comply with the requirements of this Agreement, the Organization must notify
the Consultant in writing of such default (a "Default Notice"). Upon receipt of a
Default Notice, the Consultant must either correct the default at no additional cost
to the Organization, 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 Consultant fails to correct the default, or issue a notice
disputing the alleged default, in either case within thirty (30) days following
receipt of the Default Notice, the Organization may terminate the entire
Agreement or the part of this Agreement relating to the provision of Services
subject to the default and in such case will be responsible for payment to the
Consultant of only that part of the fee earned by the Consultant for those Services
performed up to the time of communication of such notice of termination to the
Consultant.
(b) If the Organization should fail to comply with its obligations under this
Agreement, the Consultant must notify the Organization in writing of such default
(a "Default Notice"). Upon receipt of a Default Notice, the Organization must
correct the default at no additional cost to the Consultant, 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 Organization fails to
correct the default, or issue a notice disputing the alleged default, in either case
within thirty (30) days following receipt of the Default Notice, the Consultant
may terminate the whole of this Agreement including the grant of license to the
Software and in such case the Organization will be responsible for payment to the
Consultant of only that part of the fee earned by the Consultant for that part of the
Services performed in accordance with this Agreement up to the time of
communication of such notice of termination to the Organization.
10.4 Procedure on Termination
If this Agreement is terminated prior to the Completion of Services, then within
thirty (30) days following such termination, the Organization shall return the Software to the
Consultant and shall certify, under the hand of a duly authorized officer of the Organization, that
all copies of the Software or any part thereof, in any form, within the possession or control of the
Organization have been returned to the Consultant. 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 but it shall not be entitled to any additional
Licenses, nor will it receive updates of, or modifications to, the Software made by the
Consultant. Finally, it will not be entitled to access the Source Code through exercise of the
license granted pursuant to Section 2.6 of this Agreement. 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.
WZIE
10.5 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 other tribunal.
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 for the attorneys 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 after the 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.
10.6 Accounts and Records
The Consultant shall:
(a) keep proper and detailed accounts in accordance with accepted accounting
practices of all factors entering into the computation of the amounts payable
pursuant to this Agreement; and
(b) for a period of one year from the date of Completion of Services by the
Consultant, preserve all accounts and other documentation relating to the
Organization and keep them available for inspection by the Organization or its
representative, at any time. The Consultant agrees that this obligation shall
survive any termination of this Agreement.
10.7 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, mailed by prepaid registered post or sent
electronically to the appropriate address and point of contact set out below. Any such notice
shall be conclusively deemed to have been given and received on the day on which it is delivered
or transmitted (or on the next succeeding business day if delivered and received electronically
after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received
electronically on a day other than a business day), if personally delivered or sent by facsimile or,
if mailed, on the third business day following the date of mailing, and addressed, in the case of
the Consultant, to:
-25-
N. HARRIS COMPUTER CORPORATION
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: Jim Simak, EVP, MS GOVERN
Email: isimaknamsgovem.com
Telephone: 613-226-5511
Fax: 877-382-0048
and in the case of the Organization, to:
CITY OF FORT COLLINS
215 N. Mason St. 2Id Floor
PO Box 580
Fort Collins, CO 80522
Attention: Purchasing
email: purchasing@fcgov.com
Telephone: 970.221.6775
Fax: 970.221.6707
Each party may change its particulars respecting notice, by issuing notice to the other
party in the manner described in this Section 10.7.
10.8 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, 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 to this Agreement and their respective
successors and permitted assigns.
10.9 Reorganizations
The Organization acknowledges that the License fee set out in this Agreement has
been established on the basis of the structure of the Organization at the date of this Agreement.
To the extent that the Organization amalgamates, consolidates or undergoes any similar form of
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 support
the system, the Consultant shall be entitled to receive, and the Organization shall pay, an
additional License fee based on the then prevailing License fee in effect. The provisions of this
Section 10.9 shall apply mutatis mutandis to any subsequent Reorganizations occurring
following the first Reorganization. The provisions of this Section 10.9 shall not apply where the
Organization undergoes a Reorganization involving only other organizations that have already
purchased a License from the Consultant. For purposes of this Agreement, any corporate
changes undergone by the Organization will be characterized as either an assignment, in which
case Section 10.8 will apply, or a Re -organization, in which case Section 10.9 will apply, but it is
-26-
not intended that Sections 10.8 and 10.9 will apply to any single sequence of events, if such
application would result in a duplication of the fees provided for in those provisions.
10.10 Binding Agreement and Enurement
This Agreement shall be binding upon the parties hereto and their respective
successors and assigns. This Agreement shall enure to the benefit of the parties hereto and their
respective successors and permitted assigns.
10.11 Entire Agreement
This Agreement shall constitute the entire agreement between the parties hereto
with respect to the matters covered herein. No other agreements, representations, warranties or
other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant
by any of its employees or agents, or contained in any sales materials or brochures, shall be
deemed to bind the parties hereto with respect to the subject matter hereof. Organization
acknowledges that it is entering into this Agreement solely on the basis of the representations
contained herein.
10.12 Independent Contractor
Organization engages Consultant under this Agreement solely as an independent
contractor to perform Consultant duties which are described in this Agreement. Organization
and Consultant expressly acknowledge and agree that Consultant is the independent contractor of
Organization and nothing contained in this Agreement or which otherwise exists shall be
construed by Organization, Consultant or any third person or entity to create a relationship of
joint venturers, partners, or employer and employee.
10.13 Governing Law
This Agreement shall be governed by the laws of the State in which Organization
is located.
10.14 Trial by Ju
Organization and Consultant hereby waive, to the fullest extent permitted by
applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any
party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or
any acts or omissions of Consultant in connection therewith or contemplated thereby.
10.15 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
herein contained and any such invalid provision or covenant shall be deemed to be severable.
10.16 Waiver
-27-
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 the Agreement or by law despite such forbearance or notice.
10.17 Counterparts
This Agreement may be executed in counterparts (whether by facsimile signature
or otherwise), each of which when so executed shall constitute an original and all of which
together shall constitute one and the same instrument.
10.18 RFP Response
Consultant's response to Organization's RFP is attached hereto and incorporated
herein as an exhibit. Organization acknowledges that Consultant, after it has been selected by
Organization, re-evaluates its proposal relative to the Organization's RFP to determine if any
updates or revisions are necessary. Any such updates and revisions are attached hereto as an
exhibit and incorporated herein.
10.19 Competitive Bid
Organization has conducted a competitive evaluation and has concluded such
efforts with this negotiated Agreement (including any addenda hereto); therefore, this Agreement
may serve as the basis for similar agreements whereby other entities may contract separately
with Consultant. Organization agrees that Consultant may disclose all or any portion of this
Agreement to any of its current or prospective customers.
10.20 Further Assurances
The parties shall do all such things and provide all such reasonable assurances as
may be required to consummate the transactions contemplated hereby, and each party shall
provide such further documents or instruments required by any other party as may be reasonably
necessary or desirable to effect the purposes of this Agreement and carry out its provisions.
IN WITNESS WHEREOF the parties hereto have duly executed this A.-reement
on the day and year first written above.
City Clerk
AS TO FORM:
THE CITY ORT COL , COLORADO By:
Gerry Paul
Director of P/ur has'ng & Risk Management
DATE: S� t
MS GOVERN;A DIVISION OF N. HARRIS
COMPUTER CORPORATION
Title: Vice President
DATE: L
-29-
SOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT AND MAINTENANCE
AGREEMENT
THIS AGREEMENT made as of the 31 st day of May, 2013
BETWEEN:
CITY OF FORT COLLINS
("Organization")
MS GOVERN, A DIVISION OF N. HARRIS COMPUTER
CORPORATION
("Consultant")
RECITALS
The Consultant owns the Software (as defined below);
2. The Organization wishes to (a) acquire a license to utilize the Software, (b) retain the
Consultant to perform the Services (as defined herein), and (c) enter into a support and
maintenance contract (Schedule "D").
3. The Consultant wishes to (a) grant the Organization a license to utilize the Software, and
(b) provide the Services to the Organization, all upon the terms and conditions set out in
this Agreement.
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
1.1 Definitions
Throughout this Agreement, except as otherwise expressly provided, the
following words and expressions shall have the following meanings:
(a) "Agreement", "this Agreement", "the Agreement", "hereon', "herein",
"hereto", "hereby", "hereunder" and similar expressions mean this Software
License, Implementation and Support and Maintenance Agreement, including all
of its Schedules and all instruments supplementing, amending or confirming this
Agreement. All references to "Articles" or "Sections" mean and refer to the
specified Article or Section of this Agreement.
Schedule "A"
Description of Software
Licensed MS GOVERN Software
hlodielera hi't ',..,.:,n
Quantity.:;,
Govern Software
Property & Name Central
1
Accounts Receivable
1
Cash Collection
1
Workflow Manager
1
Workload Manager
1
QueryTool
1
eAccess
1
System Administration Modules
1
System Configuration & Administration (SCA)
1
OpenForms Designer
1
Security Manager (GSM)
1
Theme Manager
1
5 Concurrent User Licenses
1
Business License
1
ePa
1
eFile
1
mGovem
1
Mobile Auditor
1
Business Tax
1
Tax Delinquency1
Financial System Interface (GL Payments & Refunds)
1
SIRE Standard Interface
1
Lockbox Standard Interface
1
ACH Standard Interface
1
Harris Gateway — eCommerce Standard Interface
1
Required Programs (Provided by Organization)
- Microsoft Server 2008 R2
- Microsoft SQL SERVER 2008 R2
- Windows 7
- Appropriate Network Software
- VPN Access Software
I.
Schedule "B"
Implementation Process and Timetable
COMPLETION OF SERVICES — GLOBAL TIMETABLE
1. Proiect Commencement Date: June 1, 2013
2. Estimated Go -Live Date: December 11, 2013
3. Estimated Project Completion Date: December 31, 2013
4. Consultant's Project Manaaer: Jeff Hohenstein
5. Organization's Pro iect Manager: Jessica Ping -Small
Schedule "C"
Fee Structure and Payment Schedule
Note: Consultant set forth fixed pricing in the quote and payment milestones but the fixed price assumes a
fixed duration of no more than 8 months. Any delays/changes or additions would be handled thru a change
order as agreed to by both parties. Payment Schedule:
A. Software and License Fees:
1. On execution of this Agreement: (50% of software and license fees).... $63,120
2. On At Go-Live:(50% of software and license fees) ............................... S0,120
B. Consulting, Training and Service Fees.............................................................$151,140
1. Milestone 1: Project Kick -Off $30,228
2. Milestone 2: Fit Report Delivery $30,228
3. Milestone 3: System Delivery $30,228
4. Milestone 4: Commence Acceptance Testing $30,228
5. Milestone 5: Completion of Services $30,228
C. Travel (Actuals billed monthly as incurred) ........................................Estimate $30,000
D. Annual Support and Maintenance Fee (Due at BA in advance of Go Live) .... $34,033*
E.
F.
G.
H.
* To be prorated based on calendar year.
Year 2 Annual support and maintenance
$36,075
Year 3 Annual support and maintenance
$38,239
Year 4 Annual support and maintenance
$40,534
Year 5 Annual support and maintenance
$42,966
Third Party Fees (Invoiced upon Delivery)................................................................. $0
Escrow Fees (Annual with Support and Maintenance Renewal, Not to Exceed).$1,500
Hardware Fees (Invoiced upon Delivery FOB)...........................................................$0
Other Fees (Invoiced upon Delivery).......................................................................... $0
Schedule "D"
Support and Maintenance Agreement
This support and maintenance agreement (the "Support and Maintenance
Agreement") between Consultant and Organization becomes effective the earlier of one hundred
and twenty (120) days from the date of signing of the Software License, Implementation and
Support and Maintenance Agreement or the date which represents the Installation and
Commencement of Acceptance testing of the Software.
Unless otherwise defined herein, all defined terms used herein shall have the
meaning ascribed to them in the Software License, Implementation and Support and
Maintenance Agreement.
1. Subject to the terms and conditions of this Support and Maintenance Agreement,
Consultant shall provide support and maintenance services, which include revisions,
updates and enhancements to the Software and related materials and services under the
Agreement.
2. Subject to the terms and conditions of this Support and Maintenance Agreement,
Consultant shall provide software support via telephone and electronic mail, and site
visits when necessary consistent with the hours of operation, all as described in Exhibit 1
hereto and in effect as of the date hereof, as such services may, at the discretion of
Consultant, be modified or supplemented from time to time (provided that any changes
generally apply to all licensees of Consultant). To enable Consultant to provide effective
support, the Organization will establish auto remote access based on remote access
procedures compatible with Consultant's practices. For emergency situations occurring
on Consultant's observed holidays, Consultant will be available to the Organization by
pager number and electronic mail to provide support.
3. In consideration for the support services specified in Section 2, Organization shall pay the
Annual Support and Maintenance Fee defined in Schedule "C". The Annual Support and
Maintenance Fee will be billed annually in advance beginning on the anniversary of the
Support and Maintenance Agreement or on an alternative date mutually agreed to by both
parties. If the Organization would like to match the annual invoicing of the Support and
Maintenance Fee to its fiscal year or any other period it may request, in the initial year,
that the Consultant issue a prorated invoice for the portion of the year remaining in said
initial year. The Support and Maintenance Fee is as defined in Schedule C Support and
Maintenance for Year 2 thru 5. In addition to the Annual Support and Maintenance Fee,
Organization shall reimburse Consultant for its direct expenses in providing support
services pursuant to this Agreement, including, but not limited to:
(a) courier services, photocopying, faxing and reproduction services, all reasonable
travel costs, including a travel time rate of $50.00/hour, meal expenses of not
more than $50.00 per diem (no receipts provided) and a mileage charge consistent
with the Internal Revenue Service published guidelines, long distance telephone
calls and all other reasonable expenses incurred in the performance of
Consultant's duties hereunder.
Consultant may update its reimbursement policies from time to time, in which case such
updated policies shall apply for purposes of this Support and Maintenance Agreement,
provided that such updated reimbursement policies must generally apply to all clients of
Consultant.
4. All support services provided by Consultant to Organization other than those specified in
Section 2 (such as, but not limited to, on -site support), shall be provided to Organization
by Consultant at Consultant's then prevailing prices, hourly rates, policies and terms. For
certainty, any updates of, or enhancements to, the Software will be made available to
Organization free of charge (with respect to the actual updates or enhancements), but all
services provided by Consultant with respect to such updates or enhancements will be
subject to the Consultant's then -prevailing prices, hourly rates, policies and terms,
meaning that such then -prevailing prices will apply to matters such as set-up and training
relating to such updates or enhancements.
5. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or
other governmental charges.
6. The initial term of this Agreement shall be for one year beginning on the date determined
in the opening paragraph of this Schedule D (the "effective, date"). Thereafter,
Consultant agrees to notify Organization at least sixty (60) days in advance of the
expiration. Renewal will be at the option of the Organization. Organization shall pay the
then prevailing Annual Support and Maintenance Fee in accordance with Schedule C in
advance for each term of the Support and Maintenance Agreement. If the Support and
Maintenance Agreement is terminated by Organization, it shall be entitled to retain the
Software licensed to it as at the date of such termination, but it will relinquish its rights to
receive upgrades of, or enhancements to, the Software, services for the Software, or
access to the Source Code in escrow upon the occurrence of any event specified in
Section 2.6(d) of the Agreement. For certainty, and without mitigating the application of
the Agreement during the term of this Support and Maintenance Agreement, the terms
and conditions of the Agreement relating to the license of the Software and the
Documentation and the rights and obligations of the parties with respect thereto will
continue to apply to Organization following the termination of this Agreement.
7. Title to and ownership of all proprietary rights in the Software and all related proprietary
information shall at all times remain with Consultant, and Organization shall acquire no
proprietary rights by virtue hereof.
8. Unless terminated pursuant to Paragraph 6 hereof, this Support and Maintenance
Agreement shall remain in full force and effect except as terminated as follows:
(a) if either party neglects or fails to perform, observe or cure within ninety (90) days
of written notice of such failure to perform any of its existing or future
obligations.
(b) If Organization attempts to assign this Agreement or any of its rights hereunder,
or undergoes a Reorganization, without complying with the Agreement.
9. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in
accordance with the provisions of the Agreement.
10. Either party's lack of enforcement of any provision in this Support and Maintenance
Agreement in the event of a breach by the other shall not be construed to be a waiver of
any such provision and the non -breaching party may elect to enforce any such provision
in the event of any repeated or continuing breach by the other.
11. A valid contract binding the parties hereto shall come into being only upon execution of
this Support and Maintenance Agreement by a duly authorized agent, officer or
representative of both parties.
12. This Support and Maintenance Agreement is the exclusive statement of the entire support
and maintenance agreement between Consultant and Organization. No change,
termination or attempted waiver of any of the provisions hereof shall be binding unless in
writing and signed by the party against whom the same is sought to be enforced.
13. The parties hereto agree that the terms and conditions contained herein shall prevail
notwithstanding any variations on any orders submitted by Organization.
14. During the Term the parties shall adhere to the Confidential Section 10.2 of the Software
License, Implementation and Support and Maintenance Agreement.
15. (a) Termination of this Support and Maintenance Agreement shall not affect
any right of action of either party arising from anything which was done or not
done, as the case may be, prior to the termination taking effect.
(b) The Organization and the Consultant recognize that circumstances may arise
entitling the Organization to damages for breach or other fault on the part of the
Consultant arising from this Support and Maintenance Agreement. The parties
agree that in all such circumstances the Organization's remedies and the
Consultant's liabilities will be limited as set forth below and that these provisions
will survive notwithstanding the termination or other discharge of the obligations
of the parties under this Support and Maintenance Agreement.
(i) FOR BREACH OR DEFAULT BY THE CONSULTANT OR
OTHERWISE IN CONNECTION WITH THIS SUPPORT AND
MAINTENANCE AGREEMENT, INCLUDING A BREACH OR
DEFAULT ENTITLING THE ORGANIZATION TO RESCIND OR BE
DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT AND
MAINTENANCE AGREEMENT AND WHETHER IN THE NATURE
OF A BREACH OF CONDITION OR A FUNDAMENTAL BREACH,
THE ORGANIZATION'S EXCLUSIVE REMEDY, IN ADDITION TO
ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED
FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE
AGREEMENT, SHALL BE PAYMENT BY THE CONSULTANT OF
THE ORGANIZATION'S DIRECT DAMAGES TO A MAXIMUM
AMOUNT EQUAL TO, AND THE CONSULTANT SHALL IN NO
EVENT BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES
ACTUALLY PAID BY THE ORGANIZATION TO THE
CONSULTANT UNDER THIS SUPPORT AND MAINTENANCE
AGREEMENT DURING THE THEN -CURRENT TERM OF THE
SUPPORT AND MAINTENANCE AGREEMENT UP TO AND
INCLUDING THE DATE OF TERMINATION.
(ii) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL
THE CONSULTANT BE LIABLE FOR, ANY SPECIAL, INDIRECT
OR CONSEQUENTIAL DAMAGES EVEN IF THE CONSULTANT
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE
CONSULTANT SHALL NOT BE LIABLE FOR LOST PROFITS, LOST
BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED
SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY
KIND, OR FOR ANY CLAIM WHATSOEVER AGAINST THE
ORGANIZATION BY ANY OTHER PARTY.
CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM,
DEMAND OR ACTION BY THE ORGANIZATION IRRESPECTIVE
OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING
SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT
LIMITED TO, BREACH OF CONTRACT OR TORT.
16. 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 Support and Maintenance 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.
17. Where remedies are expressly afforded by this Support and Maintenance Agreement,
such remedies are intended by the parties to be the sole and exclusive remedies of the
Organization for liabilities of the Consultant arising out of or in connection with this
Support and Maintenance Agreement, notwithstanding any remedy otherwise available at
law or in equity.
18. This Support and Maintenance Agreement shall be governed by the laws of the State in
which the Organization is located.
19. This Support and Maintenance Agreement may not be assigned by the Organization
unless, concurrently with any such assignment, the Organization assigns its rights under,
and complies with the provisions of the Agreement.
20. This Support and Maintenance Agreement shall be binding upon the successors and
assigns of the parties and enure to the benefit of the successors and permitted assigns of
the parties.
21. Time shall be of the essence of this Support and Maintenance Agreement.
22. The invalidity or unenforceability of any provision or covenant contained in this Support
and Maintenance Agreement shall not affect the validity or enforceability of any other
provision or covenant herein contained and any such invalid provision or covenant shall
be deemed to be severable.
23. The parties shall do all such things and provide all such reasonable assurances as may be
required to consummate the transactions contemplated hereby, and each party shall
provide such further documents or instruments required by any other party as may be
reasonably necessary or desirable to effect the purposes of this Support and Maintenance
Agreement and carry out its provisions.
24. This Support and Maintenance Agreement may be executed in counterparts (whether by
facsimile signature or otherwise), each of which when so executed shall constitute an
original and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
on the day and year first written above.
F FORT CO THE CITY OF O C LLINS, ORADO
�O. ,.......,. !�
A �( :2 BY:
U: 'EAL :N
s Gerry Paul
Director of Purchasi g & Risk Management
COLORP?O
DATE: (a
ATTEST:
O%aItIyiQ--l" 0---1
City Clerk
MS GOVERN, A DIVISION OF N. HARRIS
COMPUTER CORPORATION
Per
We: Jim Simak
Per:
Name: Richard Beaini
Title: Vice President
DATE: 3
EXHIBIT 1
Standard Support and Maintenance Service Guidelines
The purpose of this Exhibit I is to provide our customers with information on our standard
coverage, the services which are included as part of your annual software support, a listing of
call priorities, an outline of our escalation procedures and other important details. Consultant
reserves the right to make modifications to this document as required; provided, however,
Consultant shall not reduce the scope of support provided hereunder without the prior consent of
the Organization.
The services listed below are services that are included as part of your software support.
• 800 Toll Free Telephone support
• E-mail support call logging and notification
• Remote Lyric or WEBEX Support Sessions
• Secure FTP access for upload/download
• Software for Life Guarantee
- Available support for your existing applications for life
- Cost effective upgrade solutions
• Technical troubleshooting & issue resolution with programmers, network administrators
and/or application analysts
• Free eSupport access 24 x 7 with the following on-line benefits:
- Log & close calls
- View & update calls
- Update contact information
- Access published documentation including Service Pack Schedules
- Access available downloads
- Access Support knowledge base
- Participate in Discussion Forums
Access to new software releases, service packs and updates
- Release notes
- Defect corrections
- New features and planned enhancements
- State and/or Federal mandated changes
- Payroll regulated changes
- Participation in BETA programs as requested
• Customer Care Program
- Semi -Annual News Letter
- Technical support bulletins
- Advance communications on new products and services
- Regional User Groups
• NPS (Net Promoter Score Program): NPS is a customer loyalty program, measuring
feedback and driving constant improvement to the customer experience.
• Access to annual customer conference (registration fees apply) and access to all conference
presentation materials post -conference.
• Free product web training and demonstrations (as offered and upon request)
(b) "Change Order" means any written documentation between the Organization
and Consultant evidencing their agreement to change particular aspects of this
Agreement.
(c) "Completion of Services" means that the Software is operational and performing
in substantial conformity with the specifications set out herein. For purposes of
this Agreement, Completion of Services will be deemed to have occurred on the
date which the Organization commences using the Software as its predominate
business system.
(d) "Confidential Information' means, with respect to a Party hereto, all
information or material which: is (A) marked "Confidential," "Restricted," or
"Proprietary Information" or other similar marking, (B) known by the Parties to
be considered confidential or proprietary, or (C) which should be known or
understood to be confidential or proprietary by an individual exercising
reasonable commercial judgment in the circumstances. Confidential Information
does not include information to the extent that such information: (i) is or becomes
generally known to the public by any means other than a breach of the obligations
of a receiving Party hereunder; (ii) was previously known to the receiving Party
as evidenced by its written records; (iii) is rightly received by the receiving Party
from a third party who is not under an obligation of confidentiality; or (iv) is
independently developed by the receiving Party without reference to or use of the
other Party's Confidential Information.
(e) "Designated Computer System" shall mean the Organization's platform and
operating system environment which is operating the Software.
(f) "Documentation" means user guides, operating manuals, education materials,
product descriptions and specifications, technical manuals, supporting materials,
and other information relating to the Software or used in conjunction with the
Services, whether distributed in print, magnetic, electronic, or video format, in
effect as of the date (1) the Software is accepted by the Organization, or (2) the
Service is provided to the Organization.
(g) "Go -Live" means the event occurring when the Organization first uses the
Software as the Organization's predominant Software.
(h) "Project Scope of Work" means the scope of work appended hereto as Schedule
"E" delineating, among other things, the Services that will be provided by
Consultant to Organization pursuant to this Agreement, as such schedule may be
amended or modified by mutual specific written agreement of the parties'
respective representatives from time to time in accordance with the terms of this
Agreement.
(i) "Required Programs" has the meaning set out in Section 33(b) hereof.
0) "Services" has the meaning set out in Section 3.1 hereof.
M
HelpDesk Hours
Our standard hours of support are from 8:00 a.m. EST to 6:00 p.m. EST, Monday to Friday,
excluding designated statutory holidays. Support can be made available from 6:00 p.m. EST
through to 8:00 a.m. EST and is billable on an hourly basis. Weekend assistance is available and
must be scheduled in advance and in most cases is billable.
Response Times
Response times will vary and are dependant on the priority of the call. We do our best to ensure
that we deal with incoming calls in the order that they are received, however calls will be
escalated based on the urgency of the issue reported. Our response time guidelines are as
follows:
Priority 1: 1 - 4 hours
Priority 2: 1 - 8 hours
Priority 3: 1-3 business days
Call Priorities
In an effort to assign our resources to incoming calls as effectively as possible, we have
identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staff
to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3
is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as
follows:
Priority 1— High
• System Down (Software Application, Hardware, Operating System, Database)
• Inability to process bills, payments or other critical financial transactions
• Significant Program errors without workarounds
• Incorrect calculation errors impacting a majority of records
• Aborted postings or error messages preventing data integration and update
• Performance issues of severe nature impacting critical operations
• High Priority issues are limited to production use of the software
Priority 2 - Medium
• System errors that have workarounds
• Calculation errors impacting a minority of records
• Reports calculation issues
• Security issues
• Performance issues impacting critical non -operations or select users
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 - Low
• Reporting and format issues
• Training questions, how to, or implementing new processes
• Aesthetic or user preference issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
Call Process
All issues or questions reported to support are tracked via a support call, our support analysts
cannot provide assistance unless a support call is logged. Our current process for logging calls
includes the following: eSupport (via website), email, phone and fax.
• Your call must contain at a minimum: your organization name, contact person, software
product and version, module and/or menu selection, nature of issue, detailed description
of your question or issue and any other information you believe pertinent.
• Our support system or one of our support analysts will provide you with a call id to track
your issue and your call will be logged into our support tracking database.
• Your call will be stored in a queue and the first available support representative will be
assigned to deal with your issue.
• As the support representative assigned to your call investigates your issue, you will be
contacted and advised as to where the issue stands and the course of action that will be
taken for resolution. If we require additional information, you will be contacted by the
assigned support representative to supply the information required.
• All correspondence and actions associated with your call will be tracked against your all
in our support database. At any time, if available to you, you may log onto our website to
see the status of your call.
• Once your call has been resolved, you will receive an automated notification by email
that your call has been closed. This email will contain the entire event history of the call
from the time the call was created and leading up to the resolution of the call. You also
have the option of viewing both your open and closed calls, if available to you, via our
website.
• If your issue needs to be escalated to a development resource or programmer for
resolution, your issue will be logged into our development tracking database and you will
be provided with a separate id number to track the progress of the issue. At this time,
your support call will be closed and replaced by the development id number. The
development id number will remain open until your issue has been completely resolved.
Issues escalated to development will be scheduled for resolution and may not be resolved
immediately depending on the nature and complexity of the issue.
Contact the support department at your convenience for a status update on your
development issues, or log onto our website (if available to you) to view your issues on-
line.
Escalation Process
Our escalation process is defined below. This process has been put in place to ensure that issues
are being dealt with appropriately. If at any time you are not completely satisfied with the
resolution of your issue, you are encouraged to escalate with the support department as follows:
Level 1: Contact the support representative working on your issue
Level 2: Contact the Vice President of Client Services
Level 3: Contact the Executive Vice President, MS Govern
Holiday Schedule
Below is a listing of statutory US holidays. Please note that support services will be closed on
designated days as outlined below.
New Year's Eve
Closed
New Year's Day
Closed
Martin Luther King, Jr. Day
Closed
President's Day
Closed
Memorial Day
Closed
Independence Day
Closed
Labor Day
Closed
Veteran's Day
Closed
Thanksgiving Day
Closed
Day after Thanksgiving Day
Closed
Christmas Eve
Closed
Christmas Day
Closed
Day After Christmas Day
Closed
Billable Support Services
The services listed below are services that are out of scope of your support and maintenance
agreement and are therefore considered billable services.
• Extended telephone training greater than 20 minutes or recurring requests for same issue
• Forms redesign or creation (includes Bill Prints, Notice Prints and Letters)
• Setup & changes to interfaces or creation of new interface
• Setup of new services or changes to services (PAP, ACH, etc)
• File imports/exports - Interfaces to other applications
• Refreshes, backups, restores, setting up test environments
• Setup of new printers, printer setup changes
• Custom modifications (reports, bills, forms, reversal of customizations)
• Data conversions / global modification to setup table data
• Database administration, maintenance, repairs & optimization
• Hardware & Operating System support
• Upgrades & support of third party software
• Installations / re -installations (workstations, servers)
• Onsite support activities including direct expense
Test Databases & Environments
We support customers in the maintenance of independent Test Environments for testing
purposes. This allows customers the opportunity to test fixes, modifications, new business
processes and/or scenarios without risking any potentially unwanted changes to the live
environment. The creation of additional Test Databases & Environments is a billable service,
quotations & incremental maintenance rates will be provided on request.
Connection Methods
To ensure we can effectively support our clients, we require that a communication link is
established and maintained between our two sites. It is the client's responsibility to ensure the
connection is valid at your location so that we can connect to your site and resolve any issues.
Our supported methods of connection are: Virtual Private Network (VPN) and Remote Access
Server (RAS).
Hardware and Third Party Support — if applicable
The purpose of this section is to provide our customers with information on our standard
coverage and the services which are included as part of your annual hardware and third party
software support (if applicable). This section serves as a guideline for the support department
but is superceded by an existing third party or other agreement.
Standard Hardware and Third Party Software Support Services
• 800 telephone support — first line phone support for troubleshooting (note more complex
issues will be escalated to the actual vendor of the products)
• remote connection support
• technical troubleshooting
• limited training questions (15 minute guideline)
• assistance with creation of backup scripts / backup recovery
• recommendations on specific hardware requirements
• support provided for installed database issues (20 minute guideline)
• ODBC installation and connection to database assistance
• updating databases to support new versions of installed applications
The services listed below are additional services that are out of scope and are therefore
considered billable — please note that we do not provide hardware support for printers:
• on -site installation or upgrade of hardware and third party software
• extended telephone training (beyond 15 minutes)
• reconfiguration of hardware and fileservers
• "on call" after hours support (scheduled assistance for night/weekend installations,
upgrades and other special projects depending on the scope of work)
• assistance with recovering data resulting from system crashes (charges may apply)
resulting from client error
• upgrading of hardware systems
• preventative maintenance monitoring or other services
• recommending or assisting with disaster recovery plans
• re-establishment of ODBC connection if connection was lost due to actions of
customer
• ODBC connections to other third party products
• creation of custom reports
• assistance with database installation, configuration and updating
• report writer training, upgrades and installations (other than at time of initial
purchase)
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Table of Contents
SCHEDULE "E" _ STATEMENT OF WORK..........................................................................................2
1. PURPOSE..................................................................................................................................2
2. ESCALATION PROCESS...................................................................................................................2
3. SCOPE ITEMS.............................................................................................................................2
A. Project Documentation............................................................................................................................2
B. Training Details.........................................................................................................................................2
C. Acceptance Testing..................................................................................................................................3
D. Software Enhancements..........................................................................................................................3
4. COST DETAILS............................................................................................................................4
A. Professional Services................................................................................................................................4
B. Project Constraints and Assumptions......................................................................................................4
S. PROJECT IMPLEMENTATION............................................................................................................5
A. Project Management...............................................................................................................................5
B. Project Organizational Chart....................................................................................................................5
C. Resources. Roles & Responsibilities.........................................................................................................6
6. PROJECT TASKS.........................................................................................................................1 T
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SCHEDULE "E" —STATEMENT OF WORK
Details associated with the services, assumptions, resources and schedule will be listed in this Statement
of Work and the referenced Fit Report.
1. PURPOSE
This Statement Of Work ("SOW") describes the work to be performed by Consultant (MS Govern) and
Organization (City of Fort Collins) including resource requirements, responsibilities and the project tasks
to be performed by both the Organization and the Consultant in the areas of Installation, Analysis,
Configuration, Testing, Training, Go -Live and On -going Support to meet the Organization requirements
as outlined in this SOW. This SOW will:
• Define the requirements of the project so that the Organization can estimate the number of
resources for each task and in turn for the overall project.
• Specify the various tasks to be performed and define the relationships among these tasks.
• Specify the location, On -Site vs. Off -Site, of each of the Consultant tasks.
• Outline assumptions used in pricing of the Professional Services.
Changes to this Schedule or the scope of the project shall follow the proper Scope Change process as
described in this Agreement.
2. ESCALATION PROCESS
MS Govern escalation levels in the order listed below:
1. Project Manager
2. VP, Professional Services
3. Executive Vice President
Organization escalation levels in the order listed below:
1. Project Manager
2. Steering Committee
3. Executive Sponsor
3. SCOPE ITEMS
The following items will be included in the scope of the project under fixed pricing as long as they are
not priced as Optional. Any changes to the following scope items will result in a Change Order.
A. Project Documentation
The Organization will be receiving the following electronic tools:
Entity Relationship Diagram (MS Visio and PDF format)
Data Dictionary (included in database table SY_DICT_DESC)
• Administrator Guide (PDF format)
• User Guide
• Training Agendas (MS Word format)
B. Training Details
Due to the importance of the hands-on approach and users' interaction, all Consultant training
City of Fort Collins, CO
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sessions are performed at the Organization's training facility and on the Organization's hardware.
Class sizes are typically limited to a maximum of ten (10) people in order to ensure effective
participation. The Consultant has provisioned to provide training to the following Organization
groups:
• Project Team
• IT Personnel (Technical & Administrative Resources)
• Trainers
C. Acceptance Testing
Consultant will assist Organization with acceptance testing by providing guidance throughout the
testing process and assistance with interpretation of test results while Consultant is on -site.
D. Software Enhancements
As part of its delivery and for those requirements marked as "Mandatory' or "Important" in the
Sales Tax Software Deliverables Spreadsheet where MS Govern indicated as they are partially
available, MS Govern will provide those enhancements at no cost to the City. Refer to Schedule G
for details on the requirements.
Furthermore, MS Govern will provide a Batch Data Entry capability for Filings. Several screens will
be created to facilitate batch data entry of filings. Screen design, functionality, and capability will be
jointly defined during the scope phase of the project, but will generally include:
1.Batch Creation Screen which allows the user to initiate a batch entry session and includes such
items as:
a. System generated Batch identification code by Year
b. Batch Date
2. Data Entry Screen which includes the fields necessary to complete a filing such as:
a. Account identifier (with lookup capability)
b. Fields from tax return (including associated calculations on fields)
c. Zero filing check box to identify that the filing is a zero filing
d. Save each entered record to the batch recordset
e. May include options to override calculated fields, error warnings, etc.
3. Batch Posting Screen which includes:
a. Batch #
b. Batch Total (for verification)
c. Date
d. Post to AR button
This batch data entry capability is meant to support the following described process:
1. Clerk creates batch
2. Call up account by inputting account code
3. Once account info displays on screen, enter filing data then save to batch which brings up a
cleared data entry screen again where clerk enters the next return
4. After all returns are entered in a batch, Clerk brings up the batch posting screen which allows
them to verify the batch total before posting batch to AR and filings tables.
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4. COST DETAILS
As outlined in this section, Organization will provide the following Implementation Services.
A. Professional Services
Below is a summary of the Professional Services costs.
PROFESSIONAL SERVICES
Implementation Services .
Project Management
Software Installation and Database Configuration
Project Scope Analysis and Documentation
Business Process Gap Analysis and Requirements Assessment
Fit Analysis Report
Data Conversion Analysis & Mapping
Customizations / Modifications Analysis and Documentation
Interfaces Analysis and Documentation
Reports Analysis and Documentation
Business Rules Configuration
Data Conversion Services
Reports Setup
Train the Trainer Training
Project Team Training
Application Administration Training
Technical Team Training
Acceptance Testing & Corrections
Go -Live Support
Professional Services Total
916
$151,140
ESTIMATED TRAVEL COSTS
Estimated Travel Expenses 1 $30,000
B. Project Constraints and Assumptions
Please refer to Schedule G for details on the assumptions.
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S. PROJECT IMPLEMENTATION
Below is a list of project deliverables that will be provided by Consultant as part of the implementation:
A. Project Management
On a monthly basis, Consultant will provide a Status Report to keep stakeholders informed of the
high level progress of the project. This report will outline the following:
• Update on work performed during the last period.
• Update on major issues, risks and scope. (All items on status report are labeled with different
indicators: (RED: Critical, YELLOW: Requires Attention, GREEN: Progressing Well, BLUE:
Complete).
• Progress toward high level milestones and the degree of successes achieved.
♦ Work planned for the following period to meet the following milestones.
• Important project related decisions.
♦ Problems or outstanding management decisions that are affecting the progress.
• Issues that require immediate management attention.
B. Project Organizational Chart
Below please find a proposed Project Organization Chart. Both Consultant and the Organization will
finalize such chart and will use the agreed to listed resources as part of the Project Work Plan:
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C. Resources. Roles & Responsibilities
1. Over All Responsibilities
Consultant's Project Responsibilities
Consultant's general responsibilities include:
• Provide a Project Manager as a primary point of contact.
• Provide a project implementation team to implement Consultant's system as defined in
this Project Plan.
• Provide a preliminary project schedule as outlined elsewhere in this Project Plan.
• Prepare and maintain project progress and status report.
• Provide assistance to the Organization in planning and deploying the Go -Live plan
• Coordinate and schedule the activities of Consultant participants in this project.
• Work with the Organization's Project Manager on the resolution of project issues.
• Other specific tasks as outlined in this Project Plan.
• Lead On -Site Consultant sessions and prepare applicable materials (Agendas, etc.) for
sessions.
• Address questions and clarify any concerns with Organization staff.
• Provide Organization enough lead time to respond and address any questions.
• Respond in a timely manner where questions or concerns are raised by the
Organization.
• Document technical and functional specifications where applicable.
Organization's Project Responsibilities
Organization shall be responsible for the performance of equipment and software provided by
Organization for use by Consultant in the performance of this Contract. Organization's
responsibilities on this project are further defined in the project schedule and in this Project
Plan. Organization's general responsibilities include:
• Carry the primary responsibility of successfully implementing this project.
• Provide an Organization Project Manager as a primary point of contact.
• Maintain overall project schedule.
• Provide support to the Consultant project implementation team as defined in this
Project Plan. This involves:
o Providing access to key personnel in a timely manner,
o Providing access to facilities and equipment and,
o Providing timely responses to Consultant requests for information necessary for
the performance of this contract.
• Review and comment in a timely manner on project progress and status reports.
• Ensure Organization personnel are proficient in use of the system prior to Go -Live.
• Responsible for proper knowledge transfer and sustainability planning for post Go -Live.
• Support a safe work environment for all activities.
• Work with the Consultant Project Manager in the resolution of project issues.
• Responsible to provide support for infrastructure (Hardware, OS, Network, Firewalls,
Web, etc.) needs.
• Other specific tasks as outlined in this Project Plan.
• Provide Consultant with requested documentation, business areas, details, data, etc. of
the existing processes & systems.
• Respond in a timely manner to the questions or concerns raised by Consultant.
(k) "Source Code" of the Software means the Software written in programming
languages, including all comments and procedural code, such as job control
language statements, in a form intelligible to trained programmers and capable of
being translated into object code for operation on computer equipment through
assembly or compiling, and accompanied by documentation, including flow
charts, schematics, statements of principles of operations, and architecture
standards, describing the data flows, data structures, and control logic of the
Software in sufficient detail to enable a trained programmer through study of such
documentation to maintain and/or modify the Software without undue
experimentation.
(1) "License" means the non-exclusive license granted to the Organization pursuant
to Section 2.1 hereof, to configure and install the Software on the Organization's
server computers to enable users to access and use the Software.
(m) "Software" means the program material in object code format, and may include,
where appropriate, listings of either object code or source code and related
materials, including instructions and documentation provided by Consultant to
Organization, including any such programs provided subsequent to this
Agreement, and including all copies made by Organization. The Software to be
provided by Consultant at the inception of this Agreement is identified on the
attached Schedule A.
(n) "Support and Maintenance Agreement" has the meaning set out in Section 3.4
hereof.
(o) "Warranty Period" means a period of 90 days from the date of Software
installation, during which time the Consultant shall correct any errors or
malfunctions reported to the Consultant by the Organization in accordance with
Section 6.3 of this Agreement.
1.2 Time of the Essence
Time shall be of the essence in and of this Agreement and every part hereof. Any
extension, waiver or variation of any provision of this Agreement shall not be deemed to affect
this provision and there shall be no implied waiver of this provision.
1.3 Currencv
Unless otherwise specified, all references to amounts of money in this Agreement
refer to U.S. currency.
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• Be available for potential questions by Consultant personnel.
• Provide VPN or secured Access to Consultant during setup and as requested by
Consultant personnel based on Organization policies outlined elsewhere in this
Agreement.
• Coordinate the planning for the required training facilities.
2. Project Resources
The Consultant believes that a partnership implementation model with the Organization is a key
success factor to the project implementation. Active participation from the Organization's
resources is key to achieving the project's objectives and driving it towards successful
completion on time and within budget. Participation at a Steering Committee level by the
Organization's executive management, especially the project sponsor(s), is a critical success
factor to the Organization's project. This support by the Organization's Managers and Steering
Committee members will enable the Organization's project team members to accomplish their
mission.
Roles & Responsibilities
Below is a detailed description of the roles and responsibilities of each of the resources in the
Project.
Organization Resources
Organization Executive Sponsor
The Executive Sponsor provides the vision of the project in alignment with the Organization's
short term and long term goals and objectives. The Executive Sponsor's responsibilities include:
• Participate on the project Steering Committee
• Promote the project throughout the Organization
• Monitor the progress of the project
• Monitor the overall Organization impact
• Empower the Organization Project Manager and the core project team to make
decisions
• Make timely decisions
• Maintain the authority to set priorities, approve overall scope and settle issues /
priorities that significantly affect the project and the Organization
• Support the Project Managers in accomplishing the project goals
• Provide a vision of the Organization's goals
• Maintain an active relationship with Consultant Management
Organization Steering Committee
The Steering committee develops the vision for the project in alignment with the Organization's
short term and long term goals and objectives. The Steering committee is suggested to be
composed of the Consultant Project Sponsor(s), the Organization's Executive Sponsor and the
Organization's Business Leads. The Steering committee has the following responsibilities:
• Attend Steering Committee meetings
• Set priorities
• Approve scope and scope changes
• Resolve escalated issues
• Provide strategic guidance to achieve the project goals
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• Promote the project throughout the Organization
• Commit the required resources to the project and approve new ones when required
• Monitor the project progress
• Monitor the overall Organization impact
• Approve extensions to project timeline or addition of new Organization resources to
resolve Organization -side delays
• Empower the Organization Project Manager and the core project team to make
decisions
• Generate timely decisions
• Conduct periodic review of project progress
• Make strategic decisions to manage business and project risks
• Support both Project Managers to accomplish project goals
• Have an active relationship with Consultant management
Organization Project Manager
The Organization Project Manager is responsible for the overall deliverables and the day-to-day
management of the project. This resource is the primary liaison between the Consultant Team,
the Organization's project team and the Steering Committee. Both Project Managers will work
together to meet the objectives, address issues, facilitate resolution and participate in active
management of the teams. Below is a list of responsibilities to be performed by the
Organization's Project Manager:
• Hold the overall responsibility of successfully implementing the project while engaging
Consultant's Project Manager
• Manage all resources including the on -site Consultant resources
• Manage the project (budget, timeline, quality, risks, scope, issues, deliverables, etc.)
with full support and cooperation of Consultant's Project Manager
• Allocation, acquisition and management of project resources (human, facilities,
network, etc.)
• Manage and refine the Training, Data Conversion, Quality, Scope, Risk, Issue and Go -Live
plans
• Communicate project status to the Steering Committee, the Executive Sponsor and the
project team leveraging updates from Consultant's status updates
• Participate in the Steering Committee meetings
• Create, maintain, manage and refine the project schedule with all its elements with the
emphasis being placed on Consultant's input
• Maintain project standards especially Scope & Status reporting
• Prepare, organize and co -conduct with the project kick-off meetings
• Manage the delivery and coordination of Organization project tasks
• Manage and streamline the issue management process in conjunction with Consultant
Project Manager
• Manage project deviations and take necessary corrective actions
• Participate in gathering of the Organization's business process requirements when
required
• Plan, manage and execute the Acceptance Test efforts
• Plan, manage and execute the end user training efforts
• Provide timely reviews and potential sign -offs on all project deliverables approval
documents as presented by the Consultant Project Manager
• Review and accept project milestones
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• Manage the logistical activities of the end user training
o Training facilities
o Students booking
o Scheduling of sessions
o Monitoring and logging the end user attendance
• Capture the end user feedback through a student survey form
• Responsible for internal & project communication
• Regularly meet with the Executive Sponsor and Steering Committee
• Provide guidance to project team members
• Possess a solid view of the project's goals
• Project management experience with prior software implementations
• Participate in user access rights and privileges tests
• Lead the Go -Live preparation planning
• Participate heavily in the Go -Live preparation tests
• Must provide Go / No Go Decision throughout the project phases
• Must be present for Go -Live
Organization Business Experts
The Business Experts own the business process within their functional areas and the project
deliverables since they perform these day-to-day business processes. These resources are
comprised of subject matter experts that collectively form the knowledge base of the
Organization's business process requirements as outlined in the RFP. Such resources will be
involved in the Fit Analysis, as well as approval of the Detailed Fit Report and testing and
acceptance of the configured system. They will further verify that the new configured system
meets the Organization's business requirements as outlined in the RFP and as set in the initial
project scope report. They will participate in making decisions regarding the business processes
and they will help both Project Managers manage the project scope and all the associated
deliverables. Below is a list of responsibilities to be performed by the Organization's Business
Experts:
• Assume all tasks as assigned in the project schedule
• Attend fit analysis & acceptance testing sessions
• Participate in appropriate project team meetings
• Work with the Consultant Business Specialist to provide input into the analysis of the
business requirements and review the Detailed Fit Report
• Work with the Consultant Business Specialist to validate the configuration through
acceptance testing
• Coordinate the execution of system cycle testing and integration testing
• Develop appropriate test cases based on business scenarios
• Assist the Organization's Data Conversion Expert in data conversion validation &
acceptance
• Work with the project team, including trainers, to plan and possibly execute the end
user training efforts
• Work with the technical team on the analysis, entry forms, workflows, conversions, etc.
• Assist in the development of user procedures
• Assist the project team in defining user access levels and privileges
• Assist the project team in the Go -Live support planning
• Provide end user post implementation Go -Live support where applicable
• Assist the Organization's Project Manager in problem resolution
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• Assist the Organization's Project Manager in managing the project requirements
• Participate heavily in Go -Live preparation tests
• Support End User Training and documentation preparation
• Must be present for Go -Live
Organization Data Conversion Expert
The Data Conversion Expert will be involved with the Consultant Data Conversion Specialist in
analyzing, mapping, loading and testing the different cuts of data conversion. This resource
must possess a strong knowledge of the existing data sources from both the user and database
perspectives This resource will also learn about the Govern database structure as this
knowledge will help them relate to their existing data sources. This resource will also review
and finalize the data mapping documents and will test the data once the preliminary data
conversion is completed by Consultant. In coordination with the Organization's Database
Administrator, this individual will also load the data into the testing and production databases
accordingly. Below is a list of responsibilities to be performed by the Organization's Data
Conversion Expert:
• Assume all tasks as assigned in the project schedule
• Act as the primary contact for Consultant Data Conversion Specialist
• Attend required training sessions as identified in the project schedule
• Acquire knowledge from the Consultant Data Conversion Specialist as analysis &
mapping is performed
• Understand the Govern database structure through knowledge transfer and
documentation provided by Consultant
• Provide file layouts/schemas, where available, for existing data sources
• Provide data sources in an agreed to format
• During the analysis, provide documentation pertaining to the current system (existing
user manuals, etc.) if available
• Lead the analysis of the existing data sources as they relate to the database
• Finalize and approve the data mapping documents once prepared and delivered by the
Consultant Data Conversion Specialist
• Test and potentially accept the preliminary data conversion and any other subsequent
data conversion
• In coordination with the Database Administrator, prepare any other database
environments that might be required for data conversion.
• In coordination with the Database Administrator, prepare the production database for
the final converted data load
• Work in conjunction with Consultant to identify and possibly resolve conversion issues
by directly communicating them to the project team, Consultant, users and
management
• Participate in the Go -Live preparation planning
• Participate in Go -Live preparation tests
• Should be present for Go -Live
Organization Technical Analysts/Experts
These resources are involved with the Consultant resources to learn the report writing tool and
system configuration. Based on the knowledge transfer and the Go -Live plans, they will support
the end users with any future enhancements to the system. These resources could also work in
conjunction with Consultant to lead the interfaces (third party integrations) analysis, definition
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and acceptance testing. They will also be involved in any web requirements like ecommerce
setup, etc. They must possess strong technical, analytical and development skills. Below is a list
of responsibilities to be performed by the Organization's Technical Experts:
• Assume all tasks as assigned in the project schedule
• Primary contact for Consultant Technical Specialist
• Attend required technical training sessions
• Coordinate with existing systems' owners and the project team to identify the business
rules required to run the third party interfaces
• Acquire the necessary knowledge from the Consultant resources through training
sessions and documentation
• Have a detailed knowledge of the existing third party or in-house systems
• Participate in the analysis, design and acceptance testing of all interfaces to 3rd party
systems
• Provide 3rd party systems' documentation, if available, and related technical details
• Provide interface file format that Consultant will use to interface to those third party
systems
• Provide final approval on interfaces design documents
• Identify and resolve issues by directly communicating them to the project team, users
and management
• Coordinate the testing of the interfaces in a test environment
• Deploy interfaces in the production environment when approved and ready for Go -Live
• Participate heavily in Go -Live preparation tests
• Should be present for Go -Live
Organization Database Administrator
This resource will be responsible for setup and maintenance of the different databases (Testing/
Training and Production) during the initial project phase and for any subsequent phases. Below
is a list of responsibilities to be performed by the Organization's Database Administrator:
• Assume all tasks as assigned in the project schedule
• Setup the initial databases in conjunction with Consultant resource(s)
• On -going database configuration, monitoring, tuning and troubleshooting of the
database environments
• Provide support to the project team during the project implementation as identified in
the project schedule
• Manage the performance of the databases
• Establish and maintain database security and coordinate with application administration
the application security levels
• Include the databases in the normal backup routines and add them to the recovery
management plan
• Coordinate activities with Organization network and workstation administrators
• Manage and execute database installation and upgrade patches
• Participate in user access rights and privileges planning & definition
• Participate heavily in user access rights and privileges tests
• Participate in Go -Live preparation tests
• Should be present for Go -Live
Organization Systems & Network Administrators
City of Fort Collins, CO
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These resources will be required to provide assistance to the project team on an as needed
basis. Below is a list of responsibilities to be performed by the Organization's Systems &
Network Administrators:
• Assume all tasks as assigned in the project schedule
• Prepare servers for initial software setup and configuration
• Provide setup of servers and provide network connectivity
• Setup required training facilities
• Setup required peripherals for the different environments
• Provide setup of clients' workstations
• Setup testing environments as requested by the Organization's Project Manager
• Participate in Go -Live planning & definition
• Participate heavily in Go -Live preparation tests
• Should be present for Go -Live
Organization Testers
These resources will be required to provide assistance to the project team during the
acceptance testing stage on an as needed basis and based on the Business Experts
recommendation and necessity. There could be two types of testers assigned to the project:
• Business Testers: To provide testing assistance on the business requirements of the
project. These resources could be the actual Business Experts themselves.
• Technical Testers: To provide testing assistance on the technical aspects (Interfaces,
Reports, etc.) of the project.
These resources will be best determined, if required, during the project planning session. Below
is a list of responsibilities to be performed by the Organization's Testers:
• Assume all tasks as assigned in the project schedule
• Attend required training sessions
• Assist the Business Experts in developing test cases based on business scenarios
• Assist the Technical Experts in developing test cases in based on technical scenarios
• Perform acceptance testing
• Test the different configuration elements
• Execute the test cases and log results
• Re -test scenarios where required
• Participate in Go -Live preparation tests
• Could be present for Go -Live
Organization Application Administrator(s)
Through training, hands-on sessions and knowledge transfer, the Application Administrators will
learn how to configure and administer the Software throughout the project lifecycle and post
Go -Live in a day-to-day setting. This resource will be involved in a variety of different project
tasks (Fit Analysis, Acceptance Testing, Data Conversion Analysis, etc.) so knowledge transfer is
achieved. Below is a list of responsibilities to be performed by the organization's Application
Administrator:
• Assume all tasks as assigned in the project schedule
• Where appropriate, attend recommended training sessions
• Participate in appropriate project team meetings
• Assist the project team in preparation for Go -Live
• Provide end user post implementation Go -Live support
• Initially setup Organization users with the appropriate user rights and privileges
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• Assist the Organization Trainers during the end user training process where necessary
• Assist the project team in the Go -Live support planning
• Assist the Organization's Project Manager is problem resolution
• Assist the Organization's Project Manager in managing the project requirements
• Identify and resolve issues by directly communicating them to the project team, users
and management
• Participate in user access rights and privileges tests
• Participate in Go -Live preparation tests
• Must be present for Go -Live
Organization End Users
These resources will be trained on the proposed modules. Below is a list of responsibilities to be
performed by the Organization's End Users:
• Assume tasks as assigned in the Training Schedule and/or Plan
• Attend the appropriate training sessions provided by Organization.
• Actively participate in assigned training sessions
• Understand existing business processes and requirements
• Participate in the logistical activities like:
o Book appropriate sessions
o Provide feedback using a survey form
• Participate in any training exercises
• Have good Windows navigation skills
Consultant Resources
The Consultant's Project Manager manages the Consultant resources and collaborates with the
Organization's Project Manager. Consultant will provide services throughout the project
lifecycle to assist the Organization in the successful implementation of the system based on the
tasks and times allotted in the project schedule. The roles and responsibilities for the proposed
Consultant project team members are described below:
Project Director/Sponsor
The Project Director is the resource responsible for the high-level direction and success of the
project. This resource is our VP of Professional Services and he will be reviewing, on a regular
basis, the status of the project with the Consultant Project Manager and act as an escalation
level for any contractual and performance issues. Below is a list of responsibilities to be
performed by the Project Director:
• Participate and guide the project kick off and planning session
• Regular internal review of the project with the Project Manager and Off -Site resources
• Fully accountable for contractual issues and performance against contract
• Accountable to Consultant senior management for overall performance
• Responsible for project resource identification, assignment and management
• Review and authorize scope change and all contract changes
• Act as an escalation point for all project (resource, contract, delivery, etc.) issues
• Participate in Monthly meetings
Project Manager
The Consultant Project Manager manages the Consultant project deliverables and is responsible
for day-to-day coordination of those tasks and deliverables. The Consultant Project Manager is
the primary point of contact with the Organization's Project Manager. The Consultant Project
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Manager will work with Consultant resources to meet the schedules outlined in the project
schedule. Below is a list of responsibilities to be performed by the Consultant Project Manager:
• Be the primary point of contact for the Organization's Project Manager
• Ensure successful delivery of all Consultant tasks
• Participate, where necessary, in the gathering of the business process requirements
• In coordination with the Organization's Project Manager, create a detailed baseline
project schedule
• Manage the Consultant project resources
• Will be responsible for weekly update meeting with Organization Project Manager
• Possess a solid view of the project's goals
• Provide Monthly Status Report to the Organization's Project Manager
• In coordination with the Organization's Project Manager, co -conduct the project Kick-off
meeting
• Review and approve Consultant project documents (scope, fit report, Sign -off, etc.)
• Seek sign -off on all Consultant deliverables and approval documents from the
Organization's Project Manager
• Participate in monthly project meetings
• Assist the Organization's Project Manager in defining the training and Go -Live plans
• Support Organization in the Go -Live preparation steps
• Hold review & status meetings with Consultant's resources
• Must facilitate and provide timely resolutions to issues and concerns as it relates to
Consultant resources, project issues, etc.
Business Specialists
Reporting to the Consultant Project Manager, the Business Specialist is responsible for taking a
lead in the analysis of the business requirements. The Business Specialist will work closely with
the Project Manager and Organization's project team to analyze and define the business
requirements. Below is a list of responsibilities to be performed by the Consultant Business
Specialist:
• Provide progress status to the Consultant Project Manager
• Provide services as outlined in this Contract
• Perform the Fit Analysis and work with the Organization's Business Experts to analyze
the business requirements
• Perform the analysis and design of workflows
• Define all the requirements and create the Detailed Fit Report
• Forward the Detailed Fit Report to the Consultant Project Manager for review and
approval
• Provide on -site acceptance testing support
• Work with the Organization Business Experts and Testers to test the configured system
• Work with the Organization Business Experts and Testers to log all test results and
correct configuration items
• Work closely with the Consultant Configuration Specialists, Developers, Technical &
Data Conversion Specialists to answer any business related question that might arise
• Have a strong understanding and in-depth knowledge of Software
• Provide best practices recommendation and solutions where appropriate
Technical Specialist
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Reporting to the Consultant Project Manager, the Technical Specialist will be responsible for
analysis, design and testing of the interfaces between Govern and any P party applications or
databases. The Technical Specialist will also provide knowledge transfer to the Organization
Technical Expert. This resource might also be involved in web -based deployment. Below is a list
of responsibilities to be performed by the Consultant Technical Specialist:
• Provide progress status to the Consultant Project Manager
• Provide services as outlined in this Contract
• Evaluate interfaces functionality requirements
• Provide recommendations on interfacing approaches
• Evaluate a sample data structure provided by Organization to which Consultant must
create an interface
• Create the design documentation of the required interfaces
• Manage interfaces' design documents and revise according to Organization's review and
comments
• Forward the interfaces' design documents to the Consultant Project Manager for review
and approval
• Unit test the interfaces to ensure they meet the specifications outlined in the design
documentation
• Work closely with the Consultant Developers to answer any technical related question
that might arise
• Provide technical support to the Organization's Technical Experts
Data Conversion Specialist
Reporting to the Consultant Project Manager, this resource will be responsible for the data
conversion tasks of Organization's data sources. Below is a list of responsibilities to be
performed by the Consultant Data Conversion Specialist:
• Provide progress status to the Consultant Project Manager
• Provide services as outlined in this Contract
• Evaluate sample data structure from which Consultant will be converting the data
• Provide data conversion analysis with the Organization's Data Conversion Expert
• Provide recommendations on data conversion approaches
• Provide data conversion mapping review and assistance
• Identify conversion issues
• Develop data conversion scripts according to the final mapping documents
• Perform the preliminary data conversion
• Modify data conversion scripts based on conversion test results, if necessary
• Perform any other intermediate data conversion
• Perform the production conversion.
• Provide assistance to the Organization's Data Conversion Expert in loading the
preliminary, intermediate, and production converted data and test it
• Communicate directly with the Organization's Data Conversion Expert on any data
conversion related issue / question
• Have a strong understanding and in-depth knowledge of Software
Trainer
Reporting to the Consultant Project Manager, the Trainer is responsible for the overall training
of the Organization staff with respect to the integrated modules provided by Consultant. Below
is a list of responsibilities to be performed by the Consultant Trainer:
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• Provide progress status to the Consultant Project Manager
• Provide services as outlined in this Contract
• Provide training to the different Organization groups as follows:
o Application Administrator(s)
o Technical Staff
o Project Team
• Provide electronic copies of training materials where applicable
• Provide electronic copies of training session agendas
• Have a strong understanding and in-depth knowledge of Software
• Provide best practices information where appropriate.
Configuration Specialists
Reporting to the Consultant Project Manager, the Configuration Specialists will be responsible
for the total system configuration based on the approved Detailed Fit Report by the
Organization. Below is a list of responsibilities to be performed by the Consultant Configuration
Specialists:
• Provide progress status to the Consultant Project Manager
• Provide services as outlined in this Contract
• Configure the Software based on the Fit Report
• Unit test the system configuration
• Provide configured system to Consultant Project Manager and Business Specialist for
unit testing
• Understand the Fit report in detail and be able to address required configuration items
within the report
• Have a strong understanding and in-depth knowledge of Software
Developers
Reporting to the Consultant Project Manager, the Developers will be responsible for the
development of any assigned customized reports and all 3`d party integration (interfaces)
requirements that are required by the Organization. Below is a list of responsibilities to be
performed by the Consultant Developers:
• Provide progress status to the Consultant Project Manager
• Provide services as outlined in this Contract
• Development of interfaces with 3rd party applications and databases
• Create the customized reports using Crystal Report
• Unit test the 3rd party interfaces and reports
• Provide interfaces and customized reports to Project Manager, Technical Specialist, and
occasionally Business Specialists, for unit testing
• Have a strong understanding and in-depth knowledge of Software
• Understand the Organization's interface/integration applications and leverage
documentation provided to them by the Organization
1.4 Headings
The descriptive headings preceding Articles and Sections of this Agreement are
inserted solely for convenience of reference and are not intended as complete or accurate
descriptions of the content of such Articles or Sections. The division of this Agreement into
Articles and Sections shall not affect the interpretation of this Agreement.
1.5 Plurals and Gender
The use of words in the singular or plural, or referring to a particular gender, shall
not limit the scope or exclude the application of any provision of this Agreement to such persons
or circumstances as the context otherwise permits.
1.6 Schedules
The Schedules described below and appended to this Agreement shall be deemed
to be integral parts of this Agreement.
Schedule "A" -
Description of Software
Schedule "B" -
Implementation Process and Timetable
Schedule "C" -
Fee Structure and Payment Schedule
Schedule "D" -
Support and Maintenance Agreement
Schedule "E" -
Scope of Work — if applicable
Schedule "F" -
Sample Change Order
Schedule "G" -
Consultant Exception to Statement of Work
Schedule "H" -
System Software — if applicable
Schedule "I" -
Hardware — if applicable
Schedule "J" -
Software not selected — if applicable
In the event of any conflict or inconsistency between the terms and conditions in the main body
of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the
main body of this Agreement shall control.
ARTICLE II
SOFTWARE LICENSES
2.1 Grant of Licenses
Subject to the terms and conditions of this Agreement, the Consultant hereby
grants to the Organization a perpetual, non-exclusive, non -transferable right and license to use
the Software on the Designated Computer System (the "License").
Any Software furnished by Consultant in machine-readable form may be copied
in whole or in part by Organization for use on the Designated Computer System. Organization
agrees that the original copy of all Software furnished by Consultant and all copies thereof made
by Organization are and at all times remain the sole property of Consultant.
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Tasks
Consultant Role & Deliverables
Organization Role & Responsibilities
Database &
Primary responsibility in installing the Software and
Primary role in providing necessary details about Organization
Software
Database as indicated elsewhere in this Contract.
existing environments (Servers, workstations, Network,
Installation
Consultant deliverables are:
Printers, etc.). Also, Organization needs to resolve any
• Agenda — PDF Format.
environment issues that might arise before, during and after
• Two (2) database instances (Production & Testing).
the installation & verification process. Organization is
• Configure six (6) Client workstations.
expected to:
• Consultant Software.
Prepare hardware, operating systems, 3rd party software
• Documentation.
(SQL Server, Oracle, GIS, etc.) in preparation for the setup
• Installation Notes.
tasks.
• Recommended Backup Scripts.
Configure remaining workstations.
• Ready environment.
Participate in database & software installation.
Consultant is expected to assign resources that are
Learn the installation process.
knowledgeable of the Database and SQL scripting to
Configure any components that might be required as the
support the installation.
outcome of this session.
• Provide access to the Organization's and Consultant's IT
personnel where needed.
• Ensure that the installation is tested and functions as per
Organization's expectations.
• Sign -off on this task.
Scope Session
Consultant assumes the primary role in preparing the
Primary role in describing the current processes at a high level
agenda and leading the session to identify the required
and in identifying known data migration source, required
components (Interfaces, Data migration, Reports,
interfaces, required reports, required software enhancements,
Software Enhancements, Parcels, Owners, Addresses,
etc. Organization is expected to:
Building Definition, etc.). Consultant's deliverable is the
Provide high level details about:
delivery of the Scope Session.
Business Areas
• Data Conversion Sources
• Interfaces
• Reports (Organization assumed responsibility)
• Others as requested by Consultant
Page 17 of 26
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Tasks Consultant Role & Deliverables Organization Role & Responsibilities
• Support the decisions made during this session.
Scope Report
Business Process
Review Analysis
Business Process
Review
Document
Data Conversion
Training
As an outcome deliverable of the Scope Session,
Consultant will prepare and deliver the Scope Report.
Based on the information captured during the Scope
Session, Consultant will write a Scope Report and will
submit it to the Organization for review and approval.
Based on the Organization's feedback, Consultant will
make revisions to the contents of the report. Consultant
deliverable is:
• Scope Report —Word or PDF Format.
Consultant's primary role is to lead this session,obtam an
understanding of the current business processes,
document the critical business processes, and recommend
any potential business process change. Consultant's
deliverable is the delivery of the Business Process Review /
Fit Analysis session.
Primary role is writing a document that describes, at a
high level, the business processes that will affect the
environment.
Primary role for Consultant is to provide Data Model
training to the Organization's Data Conversion Specialists
as it relates to Data Conversion. Attendees should be
knowledgeable of existing data sources. This session is a
prerequisite to start any of the data conversion tasks.
Page 18 of 26
Primary role in answering clarification questions to Consultant.
Organization is expected to:
• Review the Scope Report.
• Make necessary corrections.
• Sign -off on the Scope Report.
Primary role is describing in detail the current business
processes and presenting the actual systems in use when
requested by the Consultant Business Analyst. Organization is
expected to:
• Ensure that any business process enhancement decisions
that have been made are incorporated into the business
process configuration details.
• Support any business process enhancement decisions
made during this session.
Primary role is answering clarification questions posed by the
Consultant. Organization is expected to:
• Review the Business Process Review Document.
• Make necessary corrections.
• Sign -off on the Business Process Review Document.
Primary role for the Organization is to attend the training and
learn the different tables required to convert the data.
Organization is expected to:
• Provide a setup training facility.
• Participate in training.
• Sign -off on training.
• As an outcome of this session, participate in all data
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Tasks Consultant Role & Deliverables Organization Role & Responsibilities
conversion analysis and mapping sessions.
Data Migration
Analysis
Interfaces
Analysis
Interfaces
Design
Primary role is understanding the data source that is
required to be migrated and ask clarification/mapping
questions to Organization business & technical experts.
Consultant Data Conversion Expert and the Organization's
Data Conversion Lead will work closely to develop a
thorough understanding of the data to be converted and
the requirements that need to be met to ensure successful
conversion of current data. Analysis of the existing data
source will be performed and preliminary data mapping
will occur. The Consultant Deliverables are:
• Analysis of the data sources.
• Preliminary Field Mapping between source data and
target Database.
• Entity Relationship Diagram of the Database.
Consultant and Organization Experts will analyze the
different interfaces' listed in this SOW. Consultant
deliverable is the delivery of the Interfaces Analysis
session.
Consultant will document different interfaces'
requirements in the Fit Report. Consultant deliverable is:
• Interfaces Requirement section within the Fit Report
Page 19 of 26
Primary role is preparing mapping documents of data sources
to columns and tables that need to be migrated. Organization
is expected to:
• Identify data sources that MUST be converted.
• Provide Consultant with an overview of existing data
sources when required.
• Provide access to the existing systems when required.
• Provide sample data from each source when required.
• Drive the data analysis from the data source perspective.
Perform preliminary data mapping.
• Assess and revise data mapping document..
Primary role is providing necessary details about the
interfaces requirements, existing systems details and data
mapping. Organization is expected to:
• Identify interfaces' needs and fields mapping
requirements.
• Responsible for making any structure or application
changes to the existing systems.
• Provide layout & definitions of existing interface files.
• Responsible for preparing interface files from existing
systems when required.
The Organization would provide a supporting role through this
process and sign -off on the document before Interfaces
Development starts. Organization is expected to:
City of Fort Collins, CO
Tasks
Enhancements
Analysis
Enhancements
Design
Departmental
Functionality/
Screen View
Analysis
Users & Groups
Security Analysis
Fit Analysis
Consultant Role & Deliverables
—Word Format.
Consultant and Organization Experts will analyze the
software enhancements that are required and as listed in
Section 3 of this SOW. Consultant deliverable is the
delivery of the Software Enhancements Analysis session.
Consultant will document the software enhancements
requirements in the Fit Report. Consultant deliverable is:
• Enhancements Requirement section within the Fit
Report —Word or PDF Format.
Consultant will support the Organization in defining its
Departments/functional areas, Departmental Functionality
and the screen views required by each Function.
Consultant will also advise the Organization on what could
be achieved as part of the configuration but using the
default screens as the basis.
Consultant will support the Organization in defining its
users and the different roles that each user might have
within the Software.
Primary role is developing the Detailed Fit Report based
on the information gathered during the Fit Analysis
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Organization Role & Responsibilities
• Approve & sign -off on Interfaces Requirement Document.
Primary role in providing necessary details about the software
enhancements requirements. Organization is expected to:
• Provide further details about those items identified as
Software Enhancements.
The Organization would provide a supporting role through this
process and sign -off on the document before Enhancements
are made to underlying source code. Organization is expected
to:
• Approve & sign -off on Enhancements Requirement
Document.
Primary role in defining the departments/functional areas,
departmental functionality and the screen views required by
each department. Organization is expected to:
• Provide departments/functional areas lists as need to be
configured.
• Decide on screen views & make changes to different
screens as needed with the exception of the Filing Screen.
• Decide on access rights by the different departments.
• Support the decisions made during this session.
Primary role in defining the users and their role within the
application. Organization is expected to:
• Bring to session a list of ALL users with their actual
business role within each business area.
• Decide on Access rights by the different users.
• Support the decisions made during this session.
• As an outcome of this session and the training, the
Organization should configure all users within the
Softwa re.
Primary role is answering clarification questions posed by the
Consultant. Organization is expected to:
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Tasks
Consultant Role & Deliverables
Organization Role & Responsibilities
session and all other analysis and design sessions. The Fit
Review the Fit Report.
Report will contain detailed information about business
Make necessary corrections.
processes, rates, interfaces, data conversion, high level
Sign -off on the Fit Report prior to commencement of
information related to the pre -configuration, etc.
configuration.
Implementation
Primary role is refining the Pre -configuration system based
Primary role is supporting Consultant through this process.
(Configuration)
on the Organization's feedback. Consultant's deliverable
is a fully configured system.
Data Conversion
Based on the data mapping documents, Consultant will
Primary role is supporting Consultant through this process.
write the necessary scripts/data conversion program(s) in
Organization is expected to:
order to perform an initial data conversion on the source
Provide appropriate data dumps or extracted files to
data file(s) and convert it into the target Tables.
Consultant prior to the start of this task.
• Respond to any questions that might arise.
Interfaces
Consultant resources will develop the required interfaces
The Organization would provide a supporting role through this
Development
based on the Interfaces Requirements as documented in
process. Organization is expected to:
the Fit Report. Where applicable, Consultant will perform
Prepare necessary test environments at the
unit testing on those interfaces.
Organization's offices for each of the interfaces.
Make any changes that might be required to the existing
systems and/or environment.
• Respond to any questions that might arise.
Interfaces Unit
Consultant will perform unit testing on the developed
The Organization would provide a supporting role through this
Testing &
interfaces within the restricted environment provided by
process.
Revisions
the Organization.
Enhancements
Consultant resources will develop the software
The Organization would provide a supporting role through this
Development
enhancements based on the Enhancements Requirements
process.
as documented in the Fit Report. Consultant will unit test
these enhancements and ensure they meet specification.
Unit Testing &
Consultant assumes the primary role of performing unit
Primary role in supporting Consultant through this process.
Revisions
tests on the configured Software elements. Consultant
will correct discovered errors prior to releasing the
Page 21 of 26
City of Fort Collins, CO
Tasks
Users Setup &
Unit Testing
Data Migration
Review &
Revisions
Acceptance
Testing
Data Migration
Review,
Revisions &
Acceptance
Consultant Role & Deliverables
configured system to the Organization that will be used
for Acceptance Testing. The Consultant's deliverable is a
revised configured system.
For each business area, Consultant will support the
Organization by configuring a few users in the
Organization's testing database with the identified
privileges and user rights, then test the access rights for
those users to ensure compliance.
Based on unit testing of the converted data, Consultant
assumes the primary role of fine tuning the data
conversion program that transfers the data from the
Organization's data source files to the environment.
Primary Role is working with the Organization to test the
Software in the Organization's environment (network,
database, client OS, etc.) to ensure its full operation.
Consultant will address issues as identified, logged, and
provided by the Organization.
Primary role is presenting the migrated data in a pre -
configured environment to the Organization's project
team. The Organization Data Conversion Lead will test the
data conversion to ensure it is in compliance with the data
conversion mapping as documented in the Fit Report. The
Consultant deliverables for these sessions are:
• Acceptance Testing of data conversion for each data
Page 22 of 26
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Role &
Primary role is configuring the remaining roles and users and
unit testing the configuration.
Primary role in supporting Consultant through this process.
Supporting role in testing the environment and ensuring its
operation within the Organization's environment.
Organization is expected to:
• Work hand -in -hand with Consultant through the
Acceptance Testing process.
• Verify the operation of the Software within its
environment.
• Run any prepared scripts and / or test cases to ensure
proper functionality of ALL business processes as defined
in the Fit Analysis Report.
• Log any errors / issues and provide them to Consultant
for correction.
• Sign -off on the delivery of this session.
Primary role in auditing the migrated data to ensure its
compliance with the data mapping documents. Organization
is expected to:
• Test the data conversion against the data mapping
documents.
• Log all discovered issues.
• Provide list of issues to Consultant.
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Tasks Consultant Role & Deliverables Organization Role & Responsibilities
source. Sign -off on revised & tested first cut data conversion.
Interfaces
Acceptance
Testing
Implementation
(Acceptance &
Revisions)
Primary role is presenting the developed interfaces to the
Organization. Both Consultant & Organization will run
through tests to ensure that the developed interfaces
meet the requirements set in the Interfaces section of the
Fit Report.
• Work with Organization resource to validate the
interfaces
• Address and resolve errors/issues that are associated
with the interfaces
• Work in conjunction with the Organization on any
scope changes
Primary role is presenting the configured system
environment. Consultant will work with the Organization
on testing the different business process configuration.
Consultant deliverables is the delivery of these sessions.
Page 23 of 26
Primary role is testing the interfaces and ensuring they meet
the requirements outlined in the Interfaces section of the Fit
Report. Organization is expected to:
• Engage the necessary resources in Interfaces Acceptance
Testing.
• Verify data is transferred to other third party systems
accurately.
• Verify data is transferred from other third party systems
accurately.
• Run any prepared scripts and/or test cases to ensure
proper functionality.
• Log any errors/issues and provide them to Consultant for
correction.
• Manage any scope changes that might arise out of
testing.
Approve & sign -off on any scope changes that might arise
out of testing.
• Sign -off on accurately working interfaces.
Primary role is auditing the configured system to ensure that
it:
• Meets the business rules outlined in the design
documents.
• Meets the business requirements by running actual test
cases against the configured system.
Organization is expected to:
• Engage Business Experts & Testers in the acceptance of
the configured system.
• Test configured system based on captured business
processes to ensure compliance with the requirements.
• Run the prepared test cases.
• Log any errors / issues and provide them to Consultant
City of Fort Collins, CO
Tasks
Train the Trainer
Sessions
ALL
"Administration"
Training
Sessions
Data Model &
Integrating —
Administration
Consultant Role & Deliverables
Primary role for the Consultant is to provide the Train the
Trainer sessions for the different Software Modules as
outlined elsewhere in this Agreement inclusive of the
Business Process -based training. These sessions will
enable the Organization's trainersto learn the different
Software Modules that will be used by the different
business areas. The Consultant deliverables are the
various Training sessions.
Primary role for Consultant is to provide Administrative
Training for the different Software Modules as outlined
elsewhere in this Agreement. These sessions introduce
the attendees to the administrative and power user
aspects of the Software. Attendees will learn how to
configure the system and configure departments, users
with the appropriate security privileges. Attendees will
also learn the functionality and configuration options
available in the Administrative & Batch Tools of the
Software in order to administer the Software and be self-
sufficient. The Consultant deliverables are the various
Training sessions.
Primary role for Consultant is to provide Data Model
training to the Organization's Administrative & Technical
users. Attendees should possess Crystal Reports
Page 24 of 26
'0�1 MSGovern
M1lanayement Sw'uibm im C.mir�ioiem
Organization Role & Responsibilities
for correction.
• Manage any scope changes that might arise out of
testing.
• Approve & sign -off on any scope changes that might arise
out of testing.
• Sign -off on completed & tested configured system.
Primary role for the Organization is to attend the training and
learn the different functions of the Software so its trainers
could deliver a successful end user training. The Organization
is expected to:
• Provide a training facility.
• Participate in training with appropriate trainers.
• Sign -off on training.
• Prepare required end user training materials.
• Schedule the booking of all end user training sessions.
• Manage students' bookings.
• Setup any elements required for training.
Primary role for the Organization is to attend the training and
learn the different functions of the Software so its
Administrators could support the users and make on -going
configuration changes. Organization is expected to:
• Provide a training facility.
• Participate in training.
• Sign -off on training.
• Configure other components that might be required as
the outcome of this session.
Primary role for the Organization is to attend the training and
learn the different functions of the Software so its
Administrators/Technical Staff could develop any Crystal
City of Fort Collins, CO
Tasks
Go -Live Support
Plan
Go -Live Support
Consultant Role & Deliverables
knowledge before attending this session. Attendees will
learn how to integrate developed Crystal Reports or MS -
SQL Reports into the Govern software and they will learn
about the data model. The Consultant deliverable is the
actual training session.
Consultant will take a supporting role in this process and
will work with the Organization's Project Team to provide
them with recommendations for the Go -Live plan,
including such items as timeframe for cut-off, data
reconciliation, etc. Consultant will provide guidance on a
standard Go -Live sequence of events. Consultant, in
conjunction with the Organization, would review the final
plan and provide comments. The Consultant deliverable is
guidance on a standard Go -Live plan. Consultant is
expected to:
• Compile and provide a Go -Live strategy document
and requirements.
• Be instrumental in providing input into Go/No Go
Consultant will play a supporting role during this
deliverable. Consultant will allocate the appropriate On -
Site staff to assist the Organization with its Go -Live
Support.
Page 25 of 26
o'* MSGovern
Mungma+tt i:.i.��wm Im Cai�rrmw�nt
Organization Role & Responsibilities
reports. Organization is expected to:
• Provide a training facility.
• Provide trainees with Crystal Reports knowledge
• Participate in training.
• Bring sample exercise.
• Sign -off on training.
• As an outcome of this session, be able to develop Reports
based on knowledge transfer and integrate these reports.
The Organization would assume the primary role during these
processes. Organization is expected to:
Assess Go -Live strategy and requirements.
• Document the Go -Live requirements & approach.
• Approve Go -Live Checklists & Plans.
• Make Go/No Go decisions.
• Make necessary changes to documents and project plan
based on the Consultant, project Team and Steering
Committee's recommendations.
Participate in full in the go -Live sessions.
• Finalize & approve Go -Live strategy and plans.
The Organization would take the primary role during the Go -
Live in order to support its staff. Organization is expected to:
• Provide Go -Live Support.
• Resolve any issues.
• Support End Users.
• ALL Team Members must be present for Go -Live to assist
the users with any potential questions or issues.
• Database Administrator, Network Administrator, System
Administrator, Infrastructure Specialist, GIS Specialist and
other Organization resources must be present for the Go -
City of Fort Collins, CO
'" MSGovern
A'.a�ugerta�t i'�k Ibn Vor Ca.ermumt
Tasks Consultant Role & Deliverables Organization Role & Responsibilities
Live.
Page 26 of 26
Any License granted under this Agreement permits the Organization to: (i) use the
Software for its municipal and corporate purposes including, but not limited to, performing
testing, disaster recovery, disaster testing, training, archival and backup as the Organization
deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating
and using training materials relating to the Software, which training materials may include flow
diagrams, system operation schematics, or screen prints from operation of the Software. 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.
Within one (1) year after the date of this Agreement, Organization may optionally
license from Consultant any of the Software identified in Schedule J for the corresponding prices
listed in Schedule J. After the expiration of the one (1) year period, prices for the Software
identified in Schedule J are subject to change in Consultant's sole discretion.
2.2 Term of License
The License granted herein commence on the date of this Agreement and is of
indefinite duration unless terminated pursuant to the terms hereof.
2.3 Restrictions on Use
Except as expressly provided herein, the Organization may not give away, rent,
lease or otherwise sell, sublicense, distribute or transfer the License granted under this
Agreement without the prior written consent of Consultant.
Organization requires a separate License for each computer system or
environment into which the Software or any portion thereof is read in machine-readable form for
operation on such system or environment in a production environment. In addition each License
permits the Organization to use the Software in (1) a test environment, (2) a training environment
and (3) on a back-up or disaster recovery system.
Within thirty (30) days after discontinuance or termination of the License for any
reason, including termination resulting from a breach by the Organization beyond the applicable
notice and cure periods as provided in this Agreement, Organization shall deliver to Consultant
the Software and all copies thereof in whichever form, including partial copies which may have
been modified by Organization or Consultant. Alternatively, the Software and other related
materials may be disposed in accordance with written instructions from Consultant. Upon prior
written authorization from Consultant, Organization may be permitted for a specific period after
the termination of the License to retain one copy of certain materials for record purposes.
The Software and related materials supplied by Consultant are protected by
copyright and trademark laws. Title, ownership rights and intellectual property rights in the
Software and related materials supplied by Consultant remain with Consultant. Use of the
Software and related materials supplied by Consultant is subject to the applicable copyright laws
and the express rights and restrictions of this Agreement. Any rights not expressly granted
herein are reserved. Organization may not remove any copyright, trademark or other proprietary
notices from the Software and related materials supplied by Consultant.
BIZ
Schedule "F"
Sample Form Change Order
Change Order
Client
Client
Contact
Client Email
Attachments: ❑
000
Chargeable Hours Rate
M
Non -Chargeable Hours
Total Hours
Date
Software
Application
Amount
$0.00
Client Signature Date
Your signature serves as an acceptance of the "Amount' listed above as it relates to the description of work contained in this Change Order.
Your signature also indicates you haw reviewed and agree to the :cope ofwork as detailed in any accompanying enclosures or attachments.
This signed document indicates that you have provided all of the accurate information necessary to produce the work as stated in the above
Change Order.
Customer # Application # Originated by # PO# 0000000
Schedule "G"
Consultant Exceptions to Statement of Work
G
N
Sales Tax Software
Deliverables Spreads)
Schedule "H"
Svstem Software — to be attached if applicable
NONE
Schedule "I"
Hardware — to be attached if aualicable
IML I`►"
Schedule "J"
Software Not Selected — to be attached if applicable
The following Govern Software module is optional and the below price will be in effect until
December 31, 2014.
GISExplorer
...... $15,000
Maintenance on the above module will take effect once acquired by the City.
2.4 Derivation, Modification and Copyriaht
(a) The Organization agrees that it will not attempt to derive, or permit or help others
to derive; the Source Code relating to the Software or attempt to otherwise convert
or alter the Software into human readable code. The Organization further agrees
that it will not attempt to duplicate, or permit or help others to duplicate, the
Source Code relating to the Software.
(b) The Organization shall have no right to modify any of the Software supplied by
the Consultant for Organization's use under this Agreement without the prior
written approval and direction of the Consultant.
(c) The Organization agrees that it will not, except as otherwise expressly provided in
this Agreement or except as dictated by Organization's standard computer
system's backup procedures and/or test environments, make or allow others to
make copies or reproductions of the Software or other proprietary information in
any form. Any additional copies that are reasonably necessary for the use of the
Software, shall be provided to the Organization through the issuance of additional
Licenses at the Consultant's then current charges.
(d) The Organization may duplicate Documentation, at no additional charge, for the
Organization's use so long as all required proprietary markings are retained on all
duplicated copies.
2.5 Ownership of Software and Confidential Information
(a) The Organization acknowledges that the Software contains proprietary and
confidential information of the Consultant which shall, at all times, remain the
property of the Consultant. Through the grant of licenses pursuant to Section 2.1,
the Organization is only entitled to use of the Software in accordance with the
terms of ti his Agreement.
(b) The Organization will ensure that the Universal Copyright Convention symbol
and other, copyright and proprietary notices of the Consultant will remain on the
Software iin machine-readable form. The Organization will take the same care to
safeguard the Software as it takes to safeguard its own confidential information
and such care shall not be any less than would be taken by a reasonable person to
safeguard its own confidential information.
i
(c) No third party, other than duly authorized agents or employees of the
Organization authorized pursuant to the Licenses issued hereunder, shall have
access to or use of the Software.
(d) In order to assist the Consultant with the protection of its proprietary rights with
respect to the Software and to enable the Consultant to ensure that the
Organization is complying with its obligations with respect to the proprietary
nature and confidentiality of the Software, the Organization shall permit the
e _g_
Consultant to visit during normal business hours any premises at which the
Software is used and shall provide the Consultant with access to such Software.
2.6 Provision of Source Code
(a) The Organization's ability to utilize the Software will be seriously jeopardized if
the Consultant fails to maintain or support such Software unless complete Source
Code for the Software and related Documentation is made available to the
Organization for the Organization's use in satisfying the Organization's
maintenance and support requirements. Therefore, the Consultant agrees that if
an "Event of Default" occurs, then the Consultant shall promptly provide to the
Organization one copy of the most current version of the Source Code for the
affected Software and associated Documentation.
(b) An Event of Default shall be deemed to have occurred if the Consultant: (1)
ceases to market or make available maintenance or support Services for the
Software during a period in which the Organization is entitled to receive or to
purchase, or is receiving or purchasing, such maintenance and support and the
Consultant has not promptly cured such failure despite the Organization's demand
that the Consultant make available or perform such maintenance and support, (2)
becomes insolvent, executes an assignment for the benefit of creditors, or
becomes subject to bankruptcy or receivership proceedings, (3) ceases business
operations generally or (4) has transferred all or substantially all of its assets or
obligations set forth in this Agreement to a third party which has not assumed all
of the obligations of the Consultant set forth in this Agreement.
(c) The Consultant will promptly and continuously update and supplement the
Source Code as necessary with all corrections, improvements, updates, releases,
or other changes developed for the Software and Documentation. Such Source
Code shall be in a form suitable for reproduction and use by computer and
photocopy equipment, and shall consist of a full source language statement of the
program or programs comprising the Software and available program
maintenance Documentation which comprise the pre -coding detail design
specifications, and all other available material necessary to allow a reasonably
skilled programmer or access the Software without the assistance of the
Consultant.
(d) The governing License for the Software includes the right to use Source Code
received under this Section as necessary to modify, maintain, and update the
Software.
(e) The Consultant will deposit in escrow with its Escrow Agent a copy of the
Source Code which corresponds to the most current version of the Software in use
by the Organization. The Organization shall pay the fees for new account set-up
and annual fees of the Escrow Agent for services provided, including any fees to
add the Organization as a beneficiary to such escrow and any verification and
testing of the escrow deposit which may be undertaken by the Escrow Agent at