HomeMy WebLinkAboutR-2008-113 Paladin Computer Systems ContractRESOLUTION NO. R-2008-113
A RESOLUTION authorizing and directing the City Manager for the City of Yakima to
sign a contract with Paladin Data Systems Corporation for the
development and implementation of computer application systems
to support the Utility Billing, Customer Services, Permitting, Code
Administration, Business License, Complaints, Accounts
Receivable, and Public Portal functions of the City of Yakima.
WHEREAS, The existing computer systems that support the Utility Billing,
Customer Services, Permitting, Code Administration, and related functions of the City are
all fifteen years and older, utilize obsolete technology, and lack many functional and
efficiency advantages of current computer system technology; and
WHEREAS, The City of Yakima has found it in the best interest of the City to
replace these existing computer application systems; and
WHEREAS, The City of Yakima has utilized a Request for Proposal (RFP) process
to identify the computer application systems and vendor that best fulfill the City's
requirements for such systems, and
WHEREAS, That RFP process determined that the proposal provided by Paladin
Data Systems Corporation best satisfies those City requirements, and
WHEREAS, Sufficient funds have been designated for the acquisition and
implementation of the Utility Billing, Customer Services, Permitting, Code Administration,
and related systems proposed by Paladin Data Systems Corporation,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF YAKIMA:
The City Manager for the City (or designee) is hereby authorized to sign contracts
necessary for the City of Yakima to acquire and implement the Utility Billing, Customer
Services, Permitting, Code Administration, and related systems proposed by Paladin Data
Systems Corporation.
ADOPTED BY THE CITY COUNCIL this 15"' day of July, 2008.
ATTEST:
City Clerk
David Edler, Mayor
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SOFTWARE LICENSE AND PROFESSIONAL SERVICES
AGREEMENT
THIS SOFTWARE LICENSE AND SERVICES AGREEMENT ("Agreement") is between PALADIN DATA
SYSTEMS CORPORATION, a Washington corporation, ("Paladin"), and the CITY OF YAKIMA, a Washington
municipal corporation ("Customer"). The terms of this Agreement will apply to each Software license granted by
Paladin under this Agreement, which will be identified on the Order Form. The Effective Date will be the date of the
last signer of this Agreement.
In consideration of the mutual promises, covenants, and conditions set forth below, the receipt and adequacy of
which are hereby acknowledged, the parties to this agreement hereby agree as follows:
1. Definitions. Unless specifically identified differently elsewhere in this agreement, terms will be defined
and interpreted as follows:
1.1 "Acceptance" means the earlier of: (a) notification by Customer that the Software is in
compliance with the Specifications or (b) use of the Software by Customer for at least 30 days for any purpose other
than testing, unless Customer has notified Paladin that Software does not meet the Specifications.
1.2 "Delivery Date" means the date on which Paladin delivers the Software to Customer as set forth
in Section 13.13 herein, or if no delivery is necessary, the date Customer first uses the Software.
1.3 "Designated Center" means the computer hardware operating system, 'customer -specific
application(s), customer -specific relational database(s) at the geographic location designated on the Order Form.
1.4 "Designated Support Contact" means the contact person or group designated by Customer on
the Order Form who will coordinate all Support requests to Paladin.
1.5 "Desupport" means that Paladin withdraws maintenance and support for a software module or
release for customers using that module or release, as specified in EXHIBIT D.
1.6 "Documentation" means the user guides and manuals for installation and use of the Software.
Documentation may be provided in CD-ROM, DVD or printed form.
1.7 "Error" means a reproducible defect in the Supported Program or Documentation when operated
on a Supported Environment which causes the Supported Program not to operate substantially in accordance with
the Documentation or Specifications.
1.8 "Go -Live Date" means the date the Customer begins using a Software module in a production
environment. This date is reset if the Software module is removed from production to correct errors and
subsequently put back into production.
1.9 "License Fee" means the fee(s) payable by Customer pursuant to SECTION 9 - PAYMENT
PROVISIONS and as set forth in the EXHIBIT A - ORDER FORM.
1.10 "Object Code" means the Software (not including the Documentation) in a form that results from
the translation or processing of the Source Code by a computer into machine language or intermediate code. An
Object Code copy of the Software is appropriate for execution or interpretation by a computer.
1.11 "Order Form" means the form attached as EXHIBIT A - ORDER FORM by which Customer
orders Software licenses and services. The Order Form will reference the Effective Date and be governed by the
terms of this Agreement and will be agreed to and signed by both parties.
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1.12 "Resolution" means a modification or workaround to the Supported Program and/or
Documentation and/or other information provided by Paladin to Customer intended to resolve an Error, as specified
in EXHIBIT D.
1.13 "Source.. Code" means the human -readable version of the Software (not including the
Documentation) in the form in which the Software was developed, that may be compiled or interpreted into
equivalent Object Code.
1.14 "Software" means the specific software referenced in the Order Form attached as EXHIBIT A -
ORDER FORM, additional Order Forms as may be added to this Agreement in the future, and any and all software
created by Paladin resulting from the services provided under EXHIBIT C - PALADIN PROFESSIONAL
SERVICES. Software includes the Object Code form distributed by Paladin for which Customer is granted a license
pursuant to this Agreement. and all associated Source Code, Paladin proprietary development tools, media,
Documentation and any Updates thereto.
1.15 "Specifications" means the functional and operational characteristics of the Software as set forth
EXHIBIT B — SPECIFICATIONS.
1.16 "Support" means ongoing support provided by Paladin pursuant to the terms of this Agreement,
including EXHIBIT D. "Supported Program" or "Supported Software" will mean the then -current version of the
Software for which Customer has paid the then -current Support Fee, the immediately prior version of such Software,
and any version of the Software released less than 18 months before the current version.
1.17 "Support Fee" means the fee(s) payable by Customer pursuant to SECTION 9 - PAYMENT
PROVISIONS, EXHIBIT A - ORDER FORM, EXHIBIT D - SUPPORT POLICIES, and as set forth in any
additional Order Forms subsequently added to this AGREEMENT.
1.18 "Support Hours" means 8:00 AM to 5:00 PM, Pacific Time. Monday through Friday, excluding
holidays, as specified in EXHIBIT D — Support Policies.
1.19 "Support Period" means the period during which Customer is entitled to receive Support on a
particular Supported Program, in accordance with EXHIBIT A and EXHIBIT D'- SUPPORT POLICIES.
1.20 "Supported Environment" means the configurations of hardware and releases of the operating
software and platforms as specified in EXHIBIT E and as updated by mutual agreement of the parties that the
Current Release of the Software will run on and for which Paladin provides Support for use with the Supported
Program.
1.21 "Update" means a subsequent release of the Software that Paladin generally makes available for
Supported Software licensees at no additional license fee other than shipping and handling charges. Update will not
include any release, option or future product that Paladin licenses separately unless such product replaces the
Supported Software product and Paladin withdraws support from the previously Supported Product in which case
the release, option, or future product will be considered an Update for the purpose of this Agreement. Paladin will
provide Updates for the Supported Programs to Customer as and when developed. Paladin will support an Update in
accordance with their then current Release Policy, attached hereto as EXHIBIT D _ SUPPORT POLICIES. If
Paladin renames a program for which Customer has obtained a license, and Paladin either (i) makes another program
generally available under a different name as a replacement and/or successor for the discontinued program which
has substantially similar functionality as the discontinued program, or (ii) splits the program into two or more
separately named and/or priced programs, then Customer will be entitled to receive the replacement and/or
successor program or programs as an update to the renamed program, without payment of additional fees, provided
that Customer is current on its Support obligations for such program, to the extent that such replacement and/or
successor program does not include 'any substantially different functionality. If Paladin discontinues a program for
which Customer has obtained a license, so that the program is no longer generally available, and Paladin makes
another program generally available as a replacement and/or successor for the discontinued program which has
substantially similar functionality as the discontinued program, Customer will be entitled to receive the replacement
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and/or successor program as an update to the discontinued program, without payment of additional fees, provided
that Customer is current on its Support obligations for such program, to the extent that such replacement and/or
successor program does not include any substantially different functionality.
2. SOFTWARE LICENSE.
2.1 General. The parties to this Agreement expressly acknowledge that: (i) the Software is the
property of, and embodies the proprietary trade secret technology of Paladin or has been licensed to Paladin; (ii) any
other use other than expressly licensed under Section 2.2 hereof is strictly prohibited.
2.2 Rights Granted. Subject to the terms and conditions of this Agreement and in consideration of
the payment by Customer of the License Fee in accordance with Section 9 below, Paladin hereby grants to Customer
a perpetual, non-exclusive, non -transferable (except as provided by Section 2.7) and non -assignable license to: (i)
use, reproduce, publicly perform and display the Software (in Object Code form) and Documentation at the
Designated Center; (ii) and provide services to other public entities as specified in EXHIBIT F — POLICIES FOR
PROVIDING SERVICES TO OTHER AGENCIES. Customer's rights with respect to the Source Code form of the •
Software are set forth in Section 2.8 below.
2.3 - Designated Center. Customer may relocate the Designated Center, in its sole discretion so long
as Customer (i) provides prompt notice to Paladin and (ii) installs the Software on a Supported Environment.
2.4 Limited License. Customer agrees that, except as otherwise provided in this Agreement, it will
not (i) disassemble, decompile or reverse engineer the Software or create any derivative works based thereon;
(ii) sublicense, lease, distribute or enter into any time share or service bureau arrangement with respect to the
Software except as specified in EXHIBIT F - POLICIES FOR PROVIDING SERVICES TO OTHER AGENCIES
(iii) assign this Agreement, including without limitation any license granted hereunder, without the prior written
consent of Paladin; (iv) export the Software to any foreign country without Paladin's prior written consent; and
(v) allow any third party other than Customer to use the Software or Documentation except as specified in EXHIBIT
F – POLICIES FOR PROVIDING SERVICES TO OTHER AGENCIES (except that any member of the public may
use the portions of the Software intended for public use).
2.5 Interfaces. Customer may create interfaces between the Software and other software systems such
that data and functions may be shared among Customer software systems. Such Interfaces must be developed by
Customer employees and must not expose the Software to any third party. Interfaces, when combined with the
Software, are not part of the Software and do not release Customer of any responsibilities listed in SECTION 2.4 -
LIMITED LICENSE of this AGREEMENT.
2.6 Not a Sale. Customer understands and agrees the Software is licensed and not sold. This
Agreement does not constitute a "first sale" under copyright law.
2.7 Transfer. Customer may transfer the Software within its organization upon notice to Paladin.
2.8 Source Code.
2.8.1 Paladin will provide Customer with one copy of the Source Code. Paladin agrees that the
Source Code will contain all information necessary to enable a reasonably skilled programmer or analyst to
understand, maintain, use and correct the Object Code.
2.8.2 Customer may access and use the Source Code as. indicated below
2.8.3 Paladin hereby grants to Customer a non-exclusive, worldwide, perpetual, paid in full
license, to install, use, copy, and modify the Source Code
2.8.4 The following restrictions will apply to the Source Code held by Customer: (i) Customer
will not copy the Source Code other than as necessary for installation on Customer's equipment and for backup
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copies on Customer's equipment, (ii) Customer will keep the Source Code in a secure, safe place when not in use,
(iii) Customer will use the Source Code only in accordance with the terms of this Agreement, and for the purposes
of support, maintenance and interfaces of the Software, (iv) Customer will not distribute the Source Code to any
third parties, and (v) Customer will be obligated to use reasonable efforts to maintain the confidentiality of the
Source Code in accordance with Section 10.
3. SUPPORT SERVICES.
Paladin will provide Support Services to Customer under the terms of this AGREEMENT and in accordance with
EXHIBIT D - SUPPORT POLICIES.
4. PROFESSIONAL SERVICES.
4.1 Professional Services. Paladin will provide Professional Services to Customer under the terms of
this Agreement and in accordance with the descriptions and schedules contained in EXHIBIT C - PALADIN
PROFESSIONAL SERVICES. Professional Services will be provided both from Paladin's principal place of
business and at Customer's facilities as necessary.
4.2 Travel. Paladin will at a minimum travel to Customer site the number of times and for the
duration indicated in the SOFTWARE DEVELOPMENT AND IMPLEMENTATION PROJECT SCHEDULE
contained in EXHIBIT C — PALADIN PROFESSIONAL SERVICES.
4.3 Implementation Services. As part of these Professional Services, Paladin will provide the
Implementation Services for the Permitting, Inspection Code Administration, Inspection Assistant, Business
License, Animal License, Complaints, Public Portal and Receivables/Cash Receipting modules of the Software as
described and scheduled in EXHIBIT C — PALADIN PROFESSIONAL SERVICES.
4.4 Implementation Services Results. The Implementation Services will enable: 1) the Software to
meet the specifications contained in EXHIBIT B — SPECIFICATIONS; 2) the Software to be fully operational and
running successfully in production mode at Customer's site; and 3) Customer's staff to be fully trained in both the
operational and administrative functions of the Software.
4.5 System Development Services. Paladin will provide the System Development Services for the
Utility Billing & Customer Services system, as described and scheduled in EXHIBIT C — PALADIN
PROFESSIONAL SERVICES.
4.6 System Development Services Results. The System Development Services specified in
EXHIBIT C will enable: 1) the Utility Billing & Customer Services system to meet the Specifications; 2) the Utility
Billing & Customer Services system to be fully operational and running successfully in production mode at
Customer's site; and 3) Customer's staff to be fully trained in both the operational and administrative functions of
the Utility Billing & Customer Services system.
4.7 Documentation. Paladin will provide complete operational and administrative documentation for
the Permitting, Inspection Code Administration, Inspection Assistant, Business License, Animal License,
Complaints, Public Portal and Receivables/Cash Receipting modules and the Utility Billing & Customer Services
system in the Documentation.
5. CUSTOMER RESPONSIBILITIES.
5.1 Communications Equipment. Customer will at its sole expense, install (or enable Paladin to
install) and maintain communications equipment that will permit Paladin to have encrypted VPN access to
Customer's Computer System.
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5.2 Site Condition. Customer will maintain site conditions that conform to common industry
standards for its type of computer systems and/or media devices.
5.3 Records. Customer will create and maintain timely, accurate and readable electronic back-ups of
all data, program and system files and will maintain such file for at least thirty days.
5.4 Computer Virus Protection. Customer will, at its own expense, install and periodically update a
computer virus program to protect its Computer System and database from computer viruses that may from time -to -
time be transmitted or downloaded. Paladin will not be responsible for any computer viruses not introduced into
Customer's computer system from the Software or Paladin provided computer data or media or Paladin access to
Customer.
5.5 Security. Customer will, at its own expense, protect the security of its Computer System and
prohibit unauthorized access to the Computer System.
6. TERM AND TERMINATION.
6.1 Term. This AGREEMENT and each Software License granted under this AGREEMENT will
continue indefinitely unless terminated in accordance with this SECTION 6 - TERM AND TERMINATION.
6.2 Agreement Termination by Customer. Customer may terminate this AGREEMENT at any time
upon written notice if Paladin materially breaches this AGREEMENT and fails to correct the breach within
thirty (30) days following written notice specifying the breach or such longer period as may be required to cure a
breach so long as Paladin is diligently pursuing the cure; however, termination will not relieve Customer's
obligations to pay all fees that have accrued or are otherwise owed by Customer under any Order Form that is part of
this AGREEMENT and Customer's license to the Software under Section 2 will continue for any such Software for
which Customerhas provided payment.
6.3 Agreement Termination by Paladin. Paladin may terminate this AGREEMENT upon written
notice if Customer materially breaches this AGREEMENT and fails to correct the breach within thirty (30) days
following written notice specifying the breach or such longer period as may be required to cure a breach so long as
Customer is diligently pursuing the cure. Other than the right to cancel Support Services, Customer is not entitled to
any cure period in the event of a breach of the provisions of SECTION 9 - PAYMENT PROVISIONS of this
AGREEMENT: however, termination will not eliminate or suspend any licensing rights or professional services
products already accrued to Customer.
6.4 Effect of Agreement Termination as a result of Customer's Default. Termination of this
AGREEMENT or any license will not limit Paladin's right to pursue other remedies available to it, including
without limitation, obtaining injunctive relief.
6.5 Effect of Agreement Termination as a result of Paladin's Default. Termination of this
AGREEMENT or any license will not limit Customers right to pursue other remedies available to it, including
without limitation, obtaining injunctive relief.
6.6 Termination of Support Services. Customer may terminate any or all Support Services without
affecting any license or other rights to use the Software as may have accrued to Customer.
6.7 Termination of Licenses. Customer may terminate the use of the Software Licenses at any time.
Upon termination of the Software Licenses, Customer will cease using, and will return or destroy, all copies of the
applicable Software and Documentation within thirty (30) days.
6.8 Survival. The parties' rights and obligations in Sections 2, 7, 8, 10, 11, 12 and 13 will survive the
termination of this Agreement.
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7. INDEMNITY, WARRANTIES, REMEDIES.
7.1.1 Indemnity
(a) Paladin will defend and indemnify Customer from and against liability, costs,
damages and fees, including but not limited to fees of attorneys and other professionals ("Liabilities") incurred by
Customer resulting from the infringement or violation by the Software of any valid patent, copyright, trademark,
trade secret or other proprietary right.
(b) Customer agrees to: (i) promptly give Paladin written notice of any claim; and
(ii) give Paladinfull authority, information and assistance and sole control over the defense/settlement of such
claim.
(c) If 'a third party claim against Customer results in a judicial order preventing
Customer from using the Software, Paladin, in its sole discretion, but only after consultation with Customer, may:
(i) procure from such third party the right to allow Customer to continue to use the Software; (ii) modify or replace
the Software or infringing portions thereof to become non -infringing. If neither (i) nor (ii) are commercially
reasonable under the circumstances Customer may elect to receive a full refund of the applicable License Fees and.
the Professional Services Fees related to the development and implementation of the affected Software but retains its
right to pursue other available remedies.
(d) In any action, Customer may elect to appear through counsel of its own
choosing and at its sole expense. Paladin will not be responsible for any settlement made by Customer without
Paladin's written permission, which will not be unreasonably withheld.
(e) Paladin's obligation to defend, indemnify and hold Customer harmless for
claims of infringement may be limited to the extent that a claim of infringement is based on (a) Customer's
unauthorized modification of the Software and the alleged infringement would not have occurred but for such
unauthorized modification, (b) Paladin's strict compliance with the written designs or specifications supplied by
Customer and such compliance is the direct cause of the alleged infringement, (c) Customer's combination of the
Software with products or services not reasonably contemplated by Paladin and the alleged infringement would not
have occurred but for such combination, or (d) Customer's failure to adhere to Paladin's instructions for the use and
maintenance of the Software and the alleged infringement would not have occurred but for such failure.
7.1.2 Limited Software Warranty. Paladin warrants for a period of ninety (90) days from the
GO -LIVE DATE ("Warranty Period"), Paladin represents and warrants to Customer that the Software will function
in all material respects in accordance with the Specifications. PALADIN DOES NOT WARRANT THAT THE
SOFTWARE WILL BE ERROR -FREE OR WILL PERFORM WITHOUT INTERRUPTION, THE SOFTWARE
WILL NECESSARILY MEET CUSTOMER'S REQUIREMENTS; OR ANY ERROR CAN OR WILL BE
CORRECTED. Customer shall give Paladin prompt written notice of any claim under the foregoing warranty; and
in such event, Paladin's sole obligation shall be to use its reasonable commercial efforts to modify or repair the
Software to conform to the Specifications. The foregoing warranty will not apply to the extent that any alleged
defect derives from (i) a combination of the Software with any program, equipment or device not supplied by
Paladin not described in or contemplated by the Specifications; (ii) any modification or customization of the
Software by or on behalf of Customer that is not provided by or expressly agreed to by Paladin, (iii) Customer's
failure to use a currently supported version of the Software provided at no cost to Customer or (iv) failure of a third
party software component. .
Paladin warrants any Professional and Support Services provided hereunder will be of the highest quality and
performed in a professional and workmanlike manner in accordance with generally accepted industry practices.
Paladin further warrants that all Software resulting from any Professional Services will function in all material
respects in accordance with the Documentation and Specifications.
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7.1.3 Media Warranty. Paladin warrants the tapes, diskettes or other media to be free of
defects in materials and workmanship under normal use for ninety (90) days from the Delivery Date. Customer's
sole and exclusive remedy for breach of the media warranty will be to require Paladin to replace defective media
returned within ninety (90) days of the Delivery Date.
7.1.4 Virus Free Warranty. Paladin will scan with commercially available virus detection
software all media and digital information including data files, programs, and all other information resulting from
services under this AGREEMENT and placed on Customer's data network and computers. Paladin warrants that
any computer data, media and services provided to Customer as part of this AGREEMENT are free of any
detectable viruses and other forms of malware. Paladin will be responsible for rectifying any problems, repairing
any damage, and reimbursing any reasonable costs that may result from detectable viruses or malware introduced
into Customer's computers systems by detectable viruses or malware in Paladin provided computer data, media, or
services.
7.1.5 Hardware Warranty Pass -Through. Paladin disclaims any warranty on hardware
provided as part of or in association with this agreement or sale. Paladin agrees that any hardware Paladin provides
to Customer under this Agreement will be obtained from reputable and well known industry sources and will include
commercially appropriate and reasonable warranties. Any manufacturers' warranty available for pass-through to
Customer will be passed through to Customer by Paladin.
7.1.6 Disabling Code. Paladin represents and warrants that it has not included or embedded
any disabling code or devices within the Software and will make all reasonable efforts to ensure no such code gets
included or embedded.
7.1.7 Ownership and Authority. Paladin warrants that it has full power and authority to grant
the licenses and the rights granted under this AGREEMENT to Customer with respect to the Software without the
consent of any other person. Neither the license to and use by Customer of the Software (including the copying
thereof) nor the performance of the Services by Paladin will in any way constitute an infringement or other violation
of any copyright, trade secret, trademark, patent, or other intellectual rights of any third party.
7.1.8 Disclaimer of Warranties. Paladin gives and makes no representation or warranty of
any kind, express or implied other than those expressly set forth in this SECTION 7. No representative of Paladin is
authorized to give or make any other representation or warranty or modify the warranty provided herein in any way.
Without limiting the foregoing, no implied warranty or merchantability, no implied warranty of fitness for
any particular purpose, and no implied warranty arising from usage or trade, course of dealing, or course of
performance is given or made by Paladin or will arise by or in connection' with this Agreement, and in no
event will Paladin have any liability or obligation whatsoever in connection with any such warranty.
8. LIMITATION OF LIABILITY.
To the extent permitted by law, and except for indemnity obligations arising under Section 7,
Paladin's aggregate cumulative liability for damages arising out of or related to this Agreement (whether
arising from contract, tort, or otherwise) will in no event exceed the amount of License, Professional Services,
and Support fees and Hardware costs paid by Customer under this Agreement. Neither party will be liable to
the other for any indirect, special, incidental, punitive, or consequential damages, whether based upon
contract, tort, and any other legal theory, arising out of or related to this Agreement.
9. PAYMENT PROVISIONS.
9.1 Invoicing. All License, Professional Services and Support Fees will be invoiced by Paladin in
accordance to the terms set forth in EXHIBIT A - ORDER FORM, EXHIBIT D — SUPPORT POLICIES, and the
SOFTWARE DEVELOPMENT AND IMPLEMENTATION SCHEDULE in EXHIBIT C - PALADIN
PROFESSIONAL SERVICES, and as may be amended from time to time with written agreement from both parties.
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Payments are due within 30 days from receipt of an invoice expressly authorized by an Order Form and will be
made without deductions based on any taxes or withholdings. Any amounts not paid within thirty (30) days will be
subject to interest of the lower of the legal interest rate or one percent (1%) per month, which interest will be
immediately due and payable except that Customer may challenge any invoiced amount they believe is inaccurate
and/or for which delivery of specified services/products in unsatisfactory to Customer. In such case, Customer may
withhold payment and no penalties of any nature will apply.
9.2 Payments. All payments made by Customer will be in United States Dollars and directed to:
Paladin Data Systems Corporation
19362 Powder Hill Place NE.
Poulsbo. WA 98370
Attn: Accounts Receivable
9.3 Taxes. The fees listed in this AGREEMENT or the Order Form do not include Taxes. For all
payments due to Paladin by Customer under the terms of this Agreement, Paladin agrees to collect and Customer
agrees to pay, indemnify and hold Paladin harmless from, any sales, use, transaction, excise, import export, value
added or similar tax or duty, and any other tax not based on Paladin's net income("Taxes") as well as penalties,
interest and all government permit fees, license fees, customs fees and similar fees levied upon the delivery of the
Software or other deliverables which Paladin may incur in respect of this AGREEMENT. Paladin agrees to remit
any Taxes paid by Customer to the appropriate taxing authority in a timely manner. Further, Paladin agrees to
separately state on all invoices all charges and applicable Taxes.
10. OWNERSHIP AND CONFIDENTIALITY.
10.1 'Ownership. Customer acknowledges that all patents, copyrights trademarks. trade names, trade
secrets and any other intellectual property rights subsisting in or used in connection with any Software.
Documentation or other materials provided by Paladin under this AGREEMENT are and will remain the exclusive
property of Paladin, or its third -party licensors, and Customer will not remove or alter any copyright, trademark or
other proprietary notice on any Software or Documentation or other materials provided by Paladinunder this
AGREEMENT. Customer agrees (except as required by law) to (i) reproduce Paladin's copyright and trademark
notices on any copy (whether in machine readable or human readable form) of the Software, Documentation or any
other materials provided by Paladin under this AGREEMENT; and (ii) notify Paladin immediately if Customer
becomes aware of any unauthorized use in whole or part of the Software. Documentation or any other materials
provided by Paladin under this AGREEMENT, by any third party. Nothing in this AGREEMENT will be construed
to create a "work made for hire," and no Software will be a "work made for hire."
10.2 Confidentiality. Paladin represents that the Software is its valuable, proprietary information and
that it maintains the Software as a trade secret. Customer agrees to use reasonable efforts to maintain the
confidentiality of the Software, subject to the requirements of the Washington State Public Disclosure Act, RCW
42.56, or other applicable law.
11. INSURANCE.
11.1. In General. Paladin will maintain sufficient insurance coverage to enable it to meet its
obligations created by this Agreement and by law. Without limiting the foregoing, Paladin will obtain the following
lines of coverage (with minimum limits of One Million U.S. Dollars (US$1,000,000.00) per occurrence) to the
extent this Agreement creates exposures generally covered by these insurance policies: Commercial General
Liability (Occurrence Form), Automobile Liability, Workers' Compensation (statutory limits), and Employer's
Liability. Paladin will name Customer, its subsidiaries, and their respective directors, officers and employees as
additional insured's under such policy to the extent of contractual liability assumed by Paladin in this Agreement.
11.2 Additional Requirements. In addition, if the Work consists of, includes, or results in any
intellectual property; or Paladin's performance of the Work constitutes such professional consulting services as
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system development, design, or maintenance; or technical support; financial services, then Paladin will maintain
Professional Liability and Errors & Omissions Liability Insurance with policy limits of not less than Two Million
U.S. Dollars (US$2,000,000.00) each claim with a deductible of not more than One Hundred Thousand U.S. Dollars
(US$100,000.00). Paladin will maintain such insurance to include coverage for infringement of any proprietary
right of any third party, including copyright, trade secret, and trademark infringement as related to Paladin's
performance under this Agreement with a retroactive coverage date no later than the Effective Date. Upon
expiration or termination of this Agreement, Paladin will maintain an active policy, or purchase an extended
reporting period providing for claims first made and reported to the insurance company within one (1) year after
Customer's final payment for the Work.
11.3 Proof of Coverage. Upon request, Paladin will deliver to Customer proof of such insurance
coverage. In the event that Paladin's proof evidences coverage that Customer reasonably determines to be less than
that required to meet Paladin's obligations created by this Agreement, then Paladin will promptly acquire such
coverage and notify Customer in writing.
12. DISPUTE RESOLUTION.
12.1 Negotiation. In the event a dispute arises over the interpretation or application of any provision of
this AGREEMENT or the grounds for termination, the parties shall meet within ten (10) working days of a request
by one or both parties to resolve the dispute by negotiation. The parties shall act through the appropriate officers
with full decision-making authority to promptly resolve the matter in good faith with a cooperative, problem -solving
approach. If within ten (10) working days after the first meeting, the parties have not resolved the dispute, either
party may request that they extend the time for negotiation for fifteen (15) additional working days with the
objective of achieving final resolution.
12.2 Mediation. In the event a dispute exists relating to the interpretation or performance of this
AGREEMENT or the grounds for its termination and after compliance with the negotiation required in Subsection
12.1, the parties shall enter into mediation in accordance with Subsection 12.2. The party requesting mediation of
the dispute must notify the other party in writing of the requesting party's intent.to seek mediation by a third -party
who is an expert ("Expert") in the subject and technology under dispute. Each party must, within fifteen (15)
working days after such notification, submit its position regarding the dispute in writing to the other party. If within
fourteen (14) days after each party has submitted its position to the other the dispute is not resolved, the parties shall
mutually select an independent Expert in a joint letter of appointment to the Expert. The Expert shall render a
written decision containing an analysis and explanation of the decision within fifteen (15) Working days or, where
necessary, twenty (20) working days of his/her receipt of the joint letter of appointment from the parties. A party
may not unreasonably withhold consent to the selection of an Expert. Any person who is a current or former
employee, agent, representative, shareholder or subsidiary of either party, or relative of one, or a current or former
consultant for either party or relative of one, is not eligible to serve as the Expert. The parties shall share equally the
costs of the Expert and the mediation.
12.3 Post -Mediation Alternative. If the parties are not able to resolve the dispute through mediation in
Subsection 12.2, they may agree to use another form of alternative dispute resolution including arbitration. The
parties shall share equally the costs of the arbitrator.
12.4. Confidentiality. All discussions and documents prepared pursuant to the attempt to resolve a
dispute under Section 12 are confidential and for settlement purposes only and shall not be admitted in any court or
forum as an admission or otherwise against a party for any purpose including the applicability of Federal and State
court rules.
12.5. Statute of Limitations. The parties agree to toll any applicable statutes of limitations during the
pendency of any of the above dispute resolution proceedings.
9
CONFIDENTIAL ATTORNEY CLIENT PRIVILEGED COMMUNICATION — INTERNAL REVIEW DRAFT — 4/24/08]
12.6. Judicial Remedies. Nothing in SECTION 12 — DISPUTE RESOLUTION will prevent any party
from seeking equitable remedies in a judicial proceeding if interim relief from a court is necessary to preserve the
status quo pending resolution or to prevent serious and irreparable injury to that party or others.
13. MISCELLANEOUS.
13.1 Export Restrictions. The U.S. Export Administration Regulations permit the exportation from the
United States under General License G.T.D.R. of technical data (as such term is defined and used in the
Regulations) relating to certain commodities. including the Software provided the exporter has obtained certain
written assurances from the foreign importer. Accordingly, Customer hereby gives its assurance, in regard to any
United States -origin technical data (including the Software) that, unless prior authorization is obtained from the
United States Office of Export Administration, Customer will not knowingly export or re-export, or knowingly
permit the re-export of, the Software or any technical data relating to the Software, directly or indirectly, (a) to any
country to which the U.S. has embargoed or restricted the export of goods or services, which include. but are not
necessarily limited to, those countries listed in Country Groups D:I or E:2 of the Export Administration Regulations,
15 C.F.R. Pt. 740 (Supp. No. 1), or to any national of any such country who Customer knows intends to transmit or
transport the Software or any technical data relating to the Software to such country; (b) to any end user who
Customer knows will use the Software or any technical data relating to the Software in the design, development or
production of nuclear, chemical or biological weapons; or (c) to any end user who has been prohibited from
engaging in export transactions with U.S. persons under applicable U.S. laws.
13.2 Notices. All notices, including notices of address change, required to be sent hereunder will be in
writing and will be deemed to have been given three (3) business days following the date when mailed by first class
mail postage prepaid or the next business day if sent by nationally recognized overnight courier to the addresses
listed below:
If to Paladin, then to:
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, WA 98370
Attn: Chief Financial Officer
Fax: 360-779-2600
If to Customer, then to:
Office of the City Clerk
City of Yakima City Hall
129 North Second Street
Yakima. Washington 98901
Attn: City Clerk
Fax: 509-576-6365
To expedite order processing. Customer agrees that Paladin may treat documents faxed by Customer to
Paladin as original documents.
13.3 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay the
performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots,
10
CONFIDENTIAL ATTORNEY CLIENT PRIVILEGED COMMUNICATION — INTERNAL REVIEW DRAFT — 4/24/08]
insurrection, fires. Flood, storm. explosions, acts of God, war, governmental action, labor conditions, earthquakes,
material shortages or any other cause which is beyond the reasonable non-financial control of such party.
13.4 Assignment. Neither this AGREEMENT nor any rights or obligations of either party hereunder
may be assigned in whole or in part without the prior written approval of the other party, which approval will not be
unreasonably. withheld. Paladin's rights and obligations, in whole or in part under this AGREEMENT may be
assigned by Paladin following any merger or acquisition of or by Paladin with another entity. However, any such
assignment may be grounds for Customer to terminate this AGREEMENT without cause or penalty. If Customer
initiates termination for reason stated above, Customer will pay Paladin amount due for services and products
provided up to the date the termination notice is provided to Paladin. In such an event, Customer will retain all
licensing and rights to use Software as Customer has accrued up to the point of termination.
13.5 Waiver. The failure of either party to require performance by the other party of any provision
hereof will not affect the right to require such performance at any time thereafter: nor will the waiver by either party
of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
13.6 Severability. In the event that any provision of this AGREEMENT will be unenforceable or
invalid under any applicable law or court decision, such unenforceability or invalidity will not render this
Agreement unenforceable or invalid as a whole and, in such event, any such provision will be changed and
interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of
applicable law or applicable court decisions.
13.7 Law, Jurisdiction and Venue. This AGREEMENT and all matters arising out of or relating to
this AGREEMENT, will be governed by, and construed and enforced in accordance with the internal laws of the
State of -Washington without regard to its conflicts of laws rules. Any action at law, suit in equity or other judicial
proceeding arising out of this AGREEMENT must be instituted andmaintained only in a court of competent
jurisdiction located in Yakima County, Washington.
13.8 No Agency. Nothing contained herein will be construed as creating any agency, partnership or
other form of joint enterprise between the parties.
13.9 Headings. The section headings appearing in this AGREEMENT. are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or extent of such Section or in any way
affect such section.
13.10 Counterparts. This AGREEMENT may be executed simultaneously in two or more counterparts,
each of which will be considered an original but all of which together will constitute one and the same instrument.
13.11 Disclaimer. The Software is not specifically developed or licensed for use in any nuclear,
aviation, mass transit or medical application or in any other inherently dangerous applications. Customer agrees that
Paladin and its suppliers will not be liable for any claims or damages arising from Customer's use of the Software
for such applications.
13.12 Personnel. Paladin will assign Dan Ellis, Kelly Luna, Burt Smith, and Aliene Chase as their
project core team members. While other Paladin personnel will also contribute to the project, these team members
have the primary responsibility of working directly with the Customer personnel. Any changes of personnel in this
project core team will require approval of both parties to this agreement which approval will not be unreasonably
withheld.
13.13 Customer Reference. Paladin may refer to Customer as a customer in sales presentations,
marketing vehicles, and activities. Such activities may include, but are not limited to: a press release issued within
sixty (60) days of the Effective Date of the Agreement and a Customer user story completed by Paladin upon
implementation of the Software.
11
CONFIDENTIAL ATTORNEY CLIENT PRIVILEGED COMMUNICATION — INTERNAL REVIEW DRAFT — 4/24/08]
13.14 Delivery. The parties agree that delivery is deemed to have occurred when the Software has been
received by Customer. Paladin will not deliver any product without prior notification to and authorization from
Customer. Customer accepts no responsibility or liability for any loss or damage to or caused by any product
shipped without Customer's prior written or e-mail authorization from either the Customer's Information Systems
Manager or the Designated Support Contactor prior to Customer's receipt.
13.15 Entire Agreement. This AGREEMENT, applicable Order Form(s), together with any exhibits
completely and exclusively state the agreement of the parties. In the event of any conflict between the terms of this
AGREEMENT and any exhibit hereto, the terms of this AGREEMENT will control. In the event of any conflict
between the terms of this AGREEMENT and any Order Form, the individualized terms of such Order Form will
control, provided Customer has agreed to such terms and executed the Order Form. Pre-printed terms on Customer's
purchase order, if any, will be of no effect. This Agreement supersedes, and its terms govern all prior proposals,
agreements or other communications between the parties oral or written, regarding the subject matter of this
AGREEMENT. This AGREEMENT will not be modified except by a subsequently dated written amendment signed
by the parties and any "pre-printed" terms on a Customer purchase order or other document purporting to
supplement the provisions hereof will be void.
13.16 Time of performance is of the essence and a substantial and material term of this AGREEMENT.
12
CONFIDENTIAL ATTORNEY CLIENT PRIVILEGED COMMUNICATION — INTERNAL REVIEW DRAFT -4/24/08]
EXHIBIT LIST:
EXHIBIT A - ORDER FORM
EXHIBIT B — SPECIFICATIONS
EXHIBIT C - PALADIN PROFESSIONAL SERVICES, SOFTWARE DEVELOPMENT., AND
IMPLEMENTATION PROJECT SCHEDULE
EXHIBIT D - SUPPORT POLICIES
EXHIBIT E - HARDWARE AND DATABASE SPECIFICATIONS
EXHIBIT F - POLICIES FOR PROVIDING SERVICES TO OTHER AGENCIES
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives.
1 I I, !ATA S rte TE " : RPORATION CUSTOMER:
qii,
Nisow
Signature g / Signature
Robert Johnston
Chief Operating Of icer
(/ g54(
Date
Richard A. Zais, Jr.
City Manager
Date
Attest:
i
p',V` ts'
City Clerk
CITY CONTRAC r NO.
RESOLUTION NO: /r---,?‘vi-/4.9
13
Agreement Information
Agreement Effective Date:
Customer Name:
Purchase Order Number:
Delivery Date:
Customer Telephone Number:
Designated Support Contact:
Contact's E -Mail Address:
EXHIBIT A - ORDER FORM
Paladin Software Corporation
Software License and Professional Services Agreement
Date of Last Signer of the Agreement
City of Yakima
To Be Determined
(509) 575-6098
Corinne Choy
cchoy@ci.yakima.wa.us
This Order Form ("Order Form") is placed in accordance with and will be governed by the terms of the Agreement
("Agreement") specified above. Customer hereby orders the Software Licenses, Professional Services, Support
Services, and Travel & Incidental Expenses for use as follows:
A: SOFTWARE LICENSES
Al - Paladin Permitting System, Inspection Code
Administration, Inspection Assistant, Business License,
Animal License, Complaints, Public Portal, and
Receivables/Cash Receipting Modules.
$ 100, 000.00 less 100% discount of $100,000, Net price $0
Unlimited Named User License
'
A2 - Oracle Software as specified in EXHIBIT E — HARDWARE
AND DATABASE SPECIFICATIONS.
$70.000 plus applicable Washington State sales tax
B: SOFTWARE IMPLEMENTATION SERVICES
B1 - Server Configuration, Software Configuration Analysis,
Application Software Configuration, Data Conversion, Report
Configuration, System Delivery, Configuration Acceptance
Support, System Testing, Training, Go Live Support, and
Acceptance as specified in EXHIBIT C — PALADIN
PROFESSIONAL SERVICES — SECTION C2 SOFTWARE
IMPLEMENTATION SERVICES.
$65,500 plus applicable Washington State sales tax.
This is fixed cost including all services, travel, and
miscellaneous costs.
-
C: SYSTEM DEVELOPMENT SERVICES
Cl - Needs Analysis, Requirements Specification. Build Test
& Migrate Data, Transition into Production, System Testing,
Go Live Support, and Acceptance as specified in EXHIBIT C —
PALADIN PROFESSIONAL SERVICES — SECTION C3 SYSTEM
DEVELOPMENT SERVICES.
$493,500 plus applicable Washington State sales tax.
This is fixed cost including all services, travel, and
miscellaneous costs.
Page 1 of 15
D: ANNUAL SUPPORT FEES
D1 - Support Fees are based on the current License Fee of the Supported Program. Fees do not include applicable
sales tax. Fees are billed in accordance with SECTION 9 — PAYMENT PROVISIONS of the AGREEMENT. The Annual
Support Fees include Technical Support, Update Subscription Service, and Product Support, as described in EXHIBIT
D — HUPPORT POLICIES. The Support Fees defined below include support for the Paladin Permitting System,
Inspection Code Administration, Inspection Assistant, Business License, Animal License, Complaints, Public Portal,
Receivables/Cash Receipting, and Utility Billing/Customer Services modules.
D2 - Oracle Database & Development Tool Annual
Maintenance
The initial annual Oracle Maintenance Fee will be paid to
Paladin at the annual rate of $15,500. In all subsequent years,
the annual maintenance fee will be billed to the Customer by
Oracle and paid directly to Oracle by the Customer.
$15,500
D3 - Initial Paladin Support Fee — to be prorated based on an
annual fee of $106,500.
The initial Paladin Support Fee will be as follows:
At Permitting & Licensing System Go -Live Date, the 90 day
Limited Software Warranty will take effect and no Support
Fees will be charged. After the 90 days, $25,000 will be
prorated through January 3155 of the next calendar year and
invoiced.
At Utility Billing & Customer Service System Go -Live Date,
the 90 day Limited Software Warranty will take effect and no
Support Fees will be charged. After the 90 days, $81,500 will
be prorated through January 3155 of the next calendar year and
invoiced.
To be calculated at time of Software Acceptance -
- to be prorated based on an annual fee of $106,500.
D4 - First Five Years Annual Paladin Support Fees
The Annual Paladin Support Fee for each year beginning
February 1st of the calendar year following Customer
Acceptance of the Software, for the initial five years of this
Agreement.
$106,500 per year
D5 - Subsequent Years Annual Paladin Support Fees
The Annual Paladin Support Fees for years subsequent to the
first five years will be Paladin's then current published rates
for the Support Services as provided in EXHIBIT D — SUPPORT
POLICIES AT D2.2.
To be calculated at Software Support Services renewal.
DESIGNATED CENTER:
City of Yakima - 129 North Second Street, Yakima WA 98901
Page 2 of 15
EXHIBIT B —SPECIFICATIONS
Bl. Literature. Any publicly available formal literature, descriptions, drawings, and technical criteria, including
physical operating, timing, maintenance, compatibility and modularity characteristics provided to the City by
Paladin.
B2. Request for Proposal. City of Yakima Request for Proposal (RFP) #10512.
B3. Paladin Response. Paladin's December 2, 2005 response to the Customer RFP #10512 dated September 7,
2005.
B4. Additional Specifications. Additional specifications to be developed based on the Detailed Needs Analysis
and Detailed Requirements Definition, Software Development and Testing Phases of the Professional Services
described in EXHIBIT C — PALADIN PROFESSIONAL SERVICES. Such mutually agreed specifications will become a
part of this EXHIBIT B —SPECIFICATIONS and will be included here by reference.
B5. Priority. For any inconsistencies in the above documents, the order of precedence from highest to lowest is
B4, B3, B2, and B1.
Page 3 of 15
EXHIBIT C - PALADIN PROFESSIONAL SERVICES
Cl. OVERVIEW.
C1.1 Overview. Paladin will provide to Customer under the terms of this AGREEMENT the professional
services as described in this EXHIBIT C — PALADIN PROFESSIONAL SERVICES and the attached EXHIBIT A - ORDER
FORM. Additional ORDER FORMS may be added to this AGREEMENT when agreed in writing by both Customer and
Paladin.
C2. SOFTWARE IMPLEMENTATION SERVICES.
C2.1. Software Implementation. Paladin will provide to Customer implementation services for the
Permitting, Inspection Code Administration, Inspection Assistant, Business License, Animal License, Complaints,
Public Portal, and Receivables/Cash Receipting modules (Application Software) in accordance with and subsequent
updates of the attached SOFTWARE DEVELOPMENT AND IMPLEMENTATION PROJECT SCHEDULE.
C2.2. Server Configuration. Customer will order the Computer Server hardware and operating system in
accordance with EXHIBIT E — HARDWARE AND DATABASE SPECIFICATIONS and have it shipped directly to Paladin.
Paladin will order the Oracle Data Base and Development Tools and other third -party software in accordance with
EXHIBIT E — HARDWARE AND DATABASE SPECIFICATIONS. Paladin will load onto the Computer Server the operating
system, Oracle database and development tools, and other third party software and configure appropriately.
C2.3. Software Configuration Analysis. Paladin will visit Customer's site for one week, or as necessary, to
analyze the Customer's application software needs. The Paladin analyst will conduct interviews with subject matter
experts (SME) from each application area. The analyst will leave data collection tools with each SME and will train
the SME in the use of the tools. Customer staff will utilize the data collection tools to collect and transmit the
required data to Paladin over the next several weeks. Paladin will review data and provide feedback to assure the
highest possible quality data to use in system configuration. The results of this Software Configuration Analysis
will become part of EXHIBIT B — SPECIFICATIONS of this AGREEMENT.
C2.4. Application Software Configuration. Paladin will load onto the Computer Server the Source Code and
Object Code of the Application Software. Paladin will make any programming changes and configuration settings
necessary to make the Software meet the Specifications resulting from the Detailed Needs Analysis.
C2.5. Data Conversion. Paladin will convert the data from Customer's current applications into the
appropriate format and load the data into the Software's database. Customer will perform data extraction and create
data files in a mutually acceptable format.
C2.6. Report Configuration. Paladin will configure the Software's standard reports to meet Customer's
requirements and properly reflect Customer's name and naming conventions.
C2.7. System Delivery. Paladin will deliver the Computer Server with the properly configured Software and
assist Customer install the Computer Server and configure the data communications network to properly function
within Customer's environment.
C2.8. Configuration Acceptance Support. Paladin will, at Customer's site, assist and support Customer's
personnel to verify the Software's proper operations and compliance with the Specifications. Paladin will make any
additional programming and configuration changes to correct any problems discovered during this Configuration
Acceptance process. Customer will perform Acceptance of the Software configuration upon completion of the
Configuration Acceptance process.
C2.9. System Testing. Paladin will, in conjunction with the Customer, thoroughly test the Software to include
field, module, function, system and interface testing.
Page 4 of 15
C2.10. User, Administration, and Inspector Training. Paladin will, at Customer's site, provide separate and
appropriate training sufficient to satisfy the Customer's requirements for Customer's Software Office Users, System
Administrators, and Code, Building, and Fire Inspectors.
C2.11. Go Live Support. Paladin will, at Customer's site, provide go live support during the first five days
production operation, or as necessary, to assure the proper use of the Software by Customer's personnel and to
assure the proper operation of the Software. Paladin will perform a final data conversion to ensure the Application
Software Database contain the most current data. Paladin will correct any configuration, programming, or training
problems discovered during the go live process.
C2.12. Acceptance. The Customer will perform Acceptance in accordance with Section 1.1.
C2.13. Software Implementation Costs. Paladin will utilize approximately four hundred (400) professional
services hours to configure and implement the Software. Approximately two hundred (200) of these hours will be
on-site at the Customer's premises. Paladin will spend 5 to 6 weeks at Customer's location for on-site services.
Total Software implementation cost will be $65,500 plus appropriate sales tax. This is a fixed cost including all
services, travel, and miscellaneous cost for SOFTWARE IMPLEMENTATION SERVICES.
C2.14. Software Implementation Schedule. Paladin will provide the Software Implementation Services in
accordance with and subsequent updates of the schedule on page 2 of the SOFTWARE DEVELOPMENT AND
IMPLEMENTATION PROJECT SCHEDULE within this EXHIBIT C — PALADIN PROFESSIONAL SERVICES.
C2.15. Customer Responsibilities. Customer will perform the tasks as indicated in the Project Schedule and
will make the appropriate personnel available to assist Paladin perform their tasks at Customer's site and via phone
and electronic communications during off-site tasks.
C3. SYSTEM DEVELOPMENT SERVICES
C3.1 Utility Billing/Customer Service System. Paladin will develop and implement a Utility Billing /
Customer Services (UB/CS) system for Customer in accordance to the specifications in EXHIBIT B —SPECIFICATIONS
of this AGREEMENT.
C3.2 Utility Billing/Customer Services Development. Paladin will utilize the procedures identified in C3.1
through C3.12 to develop and implement the UB/CS System.
C3.3 Needs Analysis. Paladin will review the requirements included in Customer's RFP 10512 and Paladin's
response to that RFP, will review Customer's current systems and procedures, and will interview all appropriate
Customer personnel. As a result of these activities, Paladin will produce two documents. One will be the
Development Plan which will include the Development Scope and a Detailed Development Timeline with
Activities. The other will be the Requirements Document which will include the definition of Major Application
Areas, Functional Requirements per Area, and Non -Functional Requirements. Upon approval of Customer, these
documents will become part of EXHIBIT B —SPECIFICATIONS of this AGREEMENT.
C3.4 Requirements Specification. Paladin will perform a thorough analysis of the Specifications, will
further refine the system Requirements, and will begin prototyping the UB/CS application system. As a result of
this process, Paladin will produce three products. They will be:
a. A more extensive and refined Requirements Document
b. User Interface Prototype containing Example Screen Functionality
c. A more extensive and refined Development Plan
Upon approval of Customer, these documents will become part of EXHIBIT B —SPECIFICATIONS of this AGREEMENT.
C3.5 Build, Test, Migrate Data. Paladin will program the UB/CS System and, with the assistance of
Customer, migrate the data and thoroughly test the application system to assure it meets the Specifications. Paladin
will perform this process on a Paladin computer. As a result of this process, Paladin will produce five products.
They are:
a. Application Model including the Data Model, Screen Designs, Report Designs, and Major Logic Flows.
Page 5 of 15
b. Test Plan for Customer approval including detailed test scenarios.
c. Testing Results including Completed Test Cases and summary of Testing Report.
d. Functional Application ready for deployment
e. Deployment Plan
Upon approval of Customer, the documents will become part of EXHIBIT B —SPECIFICATIONS of this AGREEMENT
and the UB/CS Application System will be approved for deployment.
C3.6 Transition into Production. Paladin will install the UB/CS Application System on the Computer
Server, and perform Final Testing, User Acceptance Testing, and User Training. The User training will include a
minimum of eighty-four (84) on-site hours and the Administrator training will include a minimum of twelve (12) on-
site hours. Paladin will provide a User Training Manual and an Administrator's Training Manual for this training.
As the result of this process, Paladin will provide a Deployed Application, User and Administrator Training
Manuals, and User Documentation.
C3.7. System Testing. Paladin will, in conjunction with the Customer, thoroughly test the Software to include
field, module, function, system and interface testing
C3.8 Go -Live Support. Paladin will, at Customer's site, provide on-site support during the first five days
from the GO -LIVE DATE, or as necessary, to assure the proper use of the Software by Customer's personnel and to
assure the proper operation of the Software. Paladin will perform a final data conversion to ensure the Application
Software Database contain the most current data. Paladin will correct any configuration, programming, or training
problems discovered during the Go -Live process.
C3.9. Acceptance. The Customer will perform Acceptance in accordance with Section 1.1. Paladin can then
invoice Customer for the final payment for the UB/CS Application System.
C3.10. System Development Costs. Paladin will utilize approximately sixty-four hundred (6400) professional
services hours to develop and implement the UB/CS Application System. Approximately six hundred (600) of these
hours will be on-site at the Customer's premises. Paladin will make approximately fifty (50) trips to Customer's
location for a total of approximately one hundred (100) staff days of on-site services. Total UB/CS system
development and implementation services costs will be $493,500 inclusive of all services, travel, and miscellaneous
costs. This is a fixed cost for UB/CS Application System development and implementation.
C3.11 Software Implementation Schedule. Paladin will provide the Software Implementation Services in
accordance with and subsequent updates of the schedule on page 1 of the Project Schedule. This schedule may
change after the Needs Analysis and periodically thereafter according to Customer or project needs. Any schedule
change will become part of the Development Plan and must be approved by both parties to this Agreement which
approval will not be unreasonably withheld by either party. Completion and delivery of contracted deliverables
ahead of schedule is acceptable.and, upon acceptance, constitutes an approved change of schedule.
C3.12 Customer Responsibilities. Customer will perform the tasks as indicated in the Project Schedule and
will make the appropriate personnel available to assist Paladin perform their tasks at Customer's site and via phone
and electronic communications during off-site tasks.
C4. INVOICING AND PAYMENTS.
C4.1 Invoicing Schedule. Paladin may invoice Customer in accordance with the amount, plus any applicable
Washington State Sales Tax, as indicated and updated periodically in the Project Schedule and upon delivery and
Customer Acceptance of the Deliverables specified in the Project Schedule.
C4.2 Customer Payments. Customer will pay Paladin in US Dollars for all undisputed invoices within 30
days of receipt of the invoice at Customer Accounts Payable department.
Page 6 of 15
Exhibit C - Paladin Professional Services
Software Development and Implementation Project Schedule
Line
Functions / Deliverables
Week Number
2
3
4
5 6
7 8 9
10 11.
12 13.14
15
16
17
18
19
20
21 22
23 24 25
26
27 28
29
30
31
1
2
3
4
5
6
7
8
9
Order / Deliver Computer Server
Order / Deliver Oracle Software
10
11
12
13
14
15
16
17
18
Annual Maintenance for Oracle
Total Oracle Costs
$15(005
ra$70,000
$15,500
I $85 500
32 33 341 35
Utility / Customer Services System
Needs Analysis
Kickoff Meeting
Meetings & Interviews
Scoping & Requirements
Create Development Plan
Deliver Requirements Document
Development Plan and
Requirements Document,
Requirements Specification
Refine Requirements
Prototype User Interface
19
Design Data Model
20
21
Design Application Model
Refine Development Plan
N
eeds
36
37 38
39
40
41
42 43 44
45
46
47
48
49
50
51
52-
53
54
55
56
57
58
59
60
61
62
63
64
At Customer
1.191
Customer Effort
i
I
1
1
I
1
Analysis Invoice
Warranty Period
22
23
24
25
26
27
28
User Interface Prototype
Build, Test, Migrate Data
Baseline die Specifications
Build Application
599,00
0
Requirements Invoice
Create Test Cases
Functional Testing
Application Model
29
Testing Results and
30
Functional Application
31
Transition into Production
32
33
34
35
Final System Testing
User Acceptance Testing
User Training
$
216,000
Build, Test, Migrate Invoice
Product Delivery
36
Customer Acceptance
37
Support Begins
$102,500
38
39
Deployed Application, Training
Manuals & User Documentation
40
Transition to
Production Invoice
$81,500 I
Support and ,
Maintenance Invoice
41
42
43
Cumulative Utility Invoices
$100,500
Week Number
0 1 2
3 4
5 6
7 8 9
$176,500
10 11
12 13 14
15,
16,
17
18
19
20
$275,500
21 22 23 24 25
26
27 28
29
30
31
32
33
34
35
36
37
38
39
40
$4911500
41 42 43 44 45 46
47
48
49
50
$5
51
94,000
52 53 54
55
56
57
58 59
60
61
$675,500
62 63 64
44
45
* Customer will purchase Server directly from manufacturer and ship to Interlocking
46
47
** This is support for the Utility System. The initial payment will be prorated in accordance with Exhibit A - Section D.
*** Payments include all associated travel charges. I I I I I[ I L I
Project Schedule Page 1 of 3
Exhibit C - Paladin Professional Services
Software Development and Implementation Project Schedule
48
49
Week Number
50
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
51
Permiting & Licensing Systems
52
Configuration (at Customer)
32,750
Startup Invoice
t
53
Server Configuration
I
I
54
Implementation Kickoff Meeting
I
I
I
I
55
Identify Users & Roles
56
Establish Data Collection
I
1
57
Scope Reports
I
1
58
Scope Interfaces
I
I
59
Send Configuration Data
I
60
Configure Hardware (at Interlocking)
I
61
Acquire Hardware
II
Warranty
Period
62
Install Software
63
Setup Baseline Application
Enter Configuration Data
I
I
I
I
I
I
64
65
Customization
I
I
I
66
Create Standard Reports
I
I
67
Create Additional Reports
I
I
I
68
Create Parcel Interface
I
69
Create Financial Interface
I
I
70
Create GIS Interface
1
I
I
71
Validation
I
I
I
72
System Install & Setup
Train Users for Validation
I
I
I
I_
73
74
Users Validate Configuration
Users Validate Reports
I
I
1
75
76
Users Validate Legacy Data
I
I
I
I
I
77
Users Validate Financial Data
78
Users Validate GIS Data
I
-
79
Resolve Testing Issues
1
I
80
Go Live
I
I
1
81
Install Inspection Assistant
I
I
1
82
Train Users
1
I
I
83
Go Live
I
84
On-site Go Live Support
85
Follow Up
I
I
I
86
Discoverer Training
I
I
I
87
Install Public Portal
88
Validate Public Portal
I
I
I
89
Turn On Public Portal
I
I
I
90
I
I
32
750
Final
Invoice
1
1.1$25,000
Su)port
&
Maintenance
91
Customer Acceptance
I
I
92
Support Begins
I
I
93
I
I
1
94
Cumulative Permitting Invoices
$32,750
$65,500
S90 500
95
96
* This is support for the Permitting & Licensing
System. The
init al payment
will be prorated in accordance with Exhibit A - Section D.
97
98
99
Week Number
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34.
35 36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
100
Project Schedule Page 2 of 3
Exhibit C - Paladin Professional Services
Software Development and Implementation Project Schedule
101
I I
102
Week Number
_
_
103
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
104
105
Utility Development Phases
Startup
Ill
Needs Analysis
Requirments Specifications
Build, Test, M grate Data
Transition into Production
106
$15,000 Computer
76000
Development
99 000 Development
Development 216,000
Development
Total
`
$102,500
107
$85,500 Oracle
I
I I I 1
$99 000 Total
1 I 1 1 1
Total 216,000
•
I Support
$102,500
Total
$81,500108
$81,500
$100,500 Total
$76 000
Total
109
110
111
Utility Cumulative Total
$100,500
Mi
$176,500
,
,
_
$275,500
$491,500
•
IR
$594,000
$675,500
•
112
113
-
114
Week
Number
115
0
1
2
3
4 5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22 23
24
25
26 27
28
29
30
31
32
33
34
35
36
37
38
39 40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
116
117
Permiting Implementation Phases
Start Up
Final
Support
&
Maintenance
118
r
$25,000
119
T32I75i
B32r75i
II
120
Permitting Cumulative Total
•
$32,750
•
S65
500
r
$90,500
121
122
-
123
Cumulative Project Totals
Week
Number
124
0
1
2
3
4 5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26 27
28
29
30
31
32
33
34
35
36
37
38
39 40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
125
126
Cumulative Computer Hardware
$15,000 Hardware
$15 000
Hardware
$15 000 Hardware
$15,000
Hardware $15,000
$15 000
Hardware
$15,000
127
Cumulative Oracle
$85,500 Oracle
$85,500
Oracle
$85,500 Oracle
$85,500
Oracle $85,500
$85,500
Oracel
$85,500
128
Cumulative Utility Invoices
Utility
•
$76,000
Utility
$175,000 Utility
$175,000
Utility $391,000
•
$493,500
IR
Utility
$493,500
129
Cumulative Permitting Invoices
1
$32,750 Permitting
$32,750
Permitting
65 500 Permitting
$65,500
Permitting $65,500
$65,500
Permitting
$65,500
130
Cumulative Support & Maintenance
Support
Su port
4
Support
$25,000
Support 25 000
s25,000
Sup ort
$106,500
•
131
I I I
I I
I
I
I
1
I I I
132
Prosect Cumulative Total
$133,250
$209,250
$341,000
$366,000
$582,000
$684,500
$766,000
Project Schedule Page 3 of 3
EXHIBIT D - SUPPORT POLICIES
Dl. OVERVIEW.
D1.1. Overview. Paladin Support Services include Updates Subscription Service, Technical Support Services,
and Product Support as defined below in SECTION D2 — SUPPORT SERVICE LEVELS and will be provided in
accordance with the polices described in this EXHIBIT D — SUPPORT POLICIES. These Paladin Support Services are
limited to Paladin Software that is within the Warranty Period or for which Customer has contracted for Paladin
Support Services.
D1.2. License Set. A license set consists of all licenses that Customer owns of a program and all licenses of
any programs which are technically dependent, e.g., Database and Options or Applications and Options.
D1.3. Policy Changes. These Technical Support policies are subject to change only at renewal and require a
sixty-day notice of change before Support Service Renewal. Paladin can Desupport the Software provided under
this Agreement only at renewal and must provide at least 60 days notice of such cancellation and comply with the
requirements of section D1.7 below.
D1.4. Support Period. Except for the initial support period, which may be defined to be the period set forth n
the Order Form of Exhibit A, Paladin Support Services pricing reflects a 12 month support period (the "support
period").
D1.5. Reinstatement of Support. In the event that Support Services lapses or was never originally procured, a
reinstatement fee may be assessed upon the commencement of Support Services, as specified below. In order to
reinstate Support Services for licenses not currently available on the Paladin price list, customers must first migrate
their program licenses to currently available licenses.
D1.6. Cancellation. All technical support services acquired for a support period are non -cancelable during that
support period by either party to this agreement and non-refundable. Customer may cancel Support Services at
renewal time by Notifying Paladin in writing or by rejecting the annual Support Services invoice.
D1.7. Right to Desupport. Paladin reserves the right to desupport its programs. Desupport can only occur at
Paladin Support Services renewal and Paladin must provide Customer sixty days notice. If Paladin is desupporting a
Software product because it is being replaced by a new software product, that new Software Product must be
provided to Customer at no additional charge. If Paladin desupports any version of the Software, Paladin must
continue to provide support for the prior version of the Software and any version of the Software released within 18
months of the then -current version of the Software.
D2. SUPPORT SERVICE FEES AND TRAVEL COSTS.
D2.1. Initial Support Service Fees. Paladin Support Services will be initially invoiced in accordance with
SECTION 9.2 — PAYMENT PROVISIONS of this AGREEMENT: Annual Support Fees will be as specified in EXHIBIT A —
ORDER FORM for the first five years. These fees include all three Support Service Levels as defined in SECTION D3 -
SUPPORT SERVICES LEVELS below for all Software Licenses included in EXHIBIT A — ORDER FORM of this
AGREEMENT and for the Utility Billing / Customer Services system developed by Paladin under this AGREEMENT.
D2.2. Subsequent Support Service Fees. Annual Support Fees for year six (6) of this AGREEMENT and
subsequent years will be at Paladin's then current published rates or will increase at no more than the Seattle
Tacoma Bremerton CPI -W for the year ending in the June prior to the price increase which ever is lower.
D2.3. Reinstatement Fees. The reinstatement fee is equal to 100% of the list price of Paladin Support Service
Fees on Paladin's price list in effect at the time Paladin Support Services are ordered, prorated from the date the
Paladin Support Service are being ordered back to the date that the Paladin Support Services lapsed (or the license
Page 7 of 15
order date if Paladin Support Services were never purchased). Once the reinstatement fee has been assessed, Paladin
Support Services will be offered to Customer at Paladin's then current prices for support after reinstatement.
In the event that Product Support was not acquired with program licenses, and provided that customer has
continuously maintained Updates Subscription Service, Product Support may be purchased at Paladin's then current
prices for Product Support. If Product Support lapses, and provided that customer has continuously maintained
Updates Subscription Service, Product Support may be repurchased after six months from the termination or lapse
date.
D2.4. Travel Costs. If correcting a problem that is the result of a system mal -function caused by Paladin in the
supported Program requires Paladin to Customer's site, Paladin will pay for all travel and incidental costs incurred.
If Paladin sends personnel to Customer site(s) to resolve problems resulting from Customers incorrect use of the
Supported Software, Customer will be obligated to pay Paladin's reasonable travel and incidental expenses.
D3. SUPPORT SERVICE LEVELS.
D3.1. Included Support Services. Paladin will provide Subscription Service, Technical Support Services, and
Product Support for the first five years at the fees listed in EXHIBIT A — ORDER FORM. Upon renewal of Support
Services for year six (6) and subsequent years, Customer may select different levels of Support Services.
D3.2. Updates Subscription Services. Updates Subscription Services include 1) Program Updates, 2)
Patches, 3) General Maintenance Releases, 4) Functional Releases. 5) Documentation Updates, 6) Access to Bug Fix
Information and Patches, and assistance implementing the foregoing. All modifications and updates to the Software
provided under this Section C1.3 must include provision to Customer of the corresponding Source Code.
D3.3. Technical Support. Technical Support is provided for problems that are demonstrable in the current
release(s) of a Paladin licensed program, running unaltered or with Paladin approved modifications on an
appropriate hardware and operating system configuration as specified in the EXHIBIT E — HARDWARE AND
DATABASE SPECIFICATIONS or as may be modified with future releases of the Software. Technical Support includes
support for problems resulting from conflicts between Paladin Software and any third party software provided or
approved by Paladin and part of the Paladin approved system configuration. Current Paladin product release
information is accessible via Paladin's webbed customer support system (WWW.ILSC.US).
D3.4. Product Support. Product Support includes 1) Ability to log Technical Assistance Requests (TARs), 2)
Assistance with TARs, 3) Non-technical Customer Service, and 4) Operational Assistance.
D3.5. Matching Service Levels. When acquiring Support Services, all licenses supported in any given
License Set must be supported under the same technical Support Service Level, e.g., Updates Subscription Service
or Updates Subscription Service and Product Support. Customer may choose to leave all licenses of a particular
program within a License Set unsupported, but may not select varying levels of technical support for licenses within
a License Set and may not desupport a subset of licenses in a License Set.
D3.6. Unsupported Programs. Customers with unsupported programs do not receive updates, maintenance
releases, patches, telephone assistance, or any other technical support services and may not purchase CD packs for
the unsupported programs subsequent to the original CD pack purchase to obtain the licensed programs.
D4. SOFTWARE UPDATES.
D4.1. Software Updates. "Update" means a subsequent release of the Software which Paladin generally
makes available for program licenses to its supported customers at no additional license fee, other than shipping
charges, provided customer has ordered Paladin Support Services for such licenses for the relevant time period.
Update will not include any release, option or future program which Paladin licenses separately unless such product
replaces the functionality of Customer's currently licensed Software and Paladin has cancelled support for that
licensed Software products. In such an event, Paladin will provide the new Software to Customer at no charge.
Page 8 of 15
For any updates to the Software, Paladin will ship to the specified customer location one update copy, including
corresponding Source Code and Documentation, for each operating system for which customer's program licenses
were ordered. Customer will be responsible for copying and installing the updates.
D4.2. Covered Software. These Software Update Policies apply to all Software provided by Paladin including
both to the existing Paladin Permitting System, Inspection Code Administration, Inspection Assistant, Business
License, Animal Control, Complaints, Public Portal, and Receivables/Cash Receipting modules and to Customer
Services and Utility Billing modules developed by Paladin's Professional Services as described in EXHIBIT C —
PALADIN PROFESSIONAL SERVICES of this AGREEMENT.
D4.3. Update Levels. There are three release levels: Major Release, Functional Release, and Maintenance
Release. The following describes the differences between these release levels and sets out the associated support
policy for each:
Release
Level
Definition
Release Number
Distinction
Length of Time for
Support of Prior
Current Release,
and Type of
Support Provided
Major
Significant functional
enhancements, architectural
changes, data migration,
cumulative fixes
First digit number change
(3.x.x to 4.0.0)
Up to 12 Months -
Production Critical
fixes only
Functional
Functional enhancements,
cumulative fixes
Second digit change
(3.0.0 to 3.1.0)
Up to 6 Months -
Production Critical
fixes only
Maintenance
Cumulative fixes
Third digit change
(3.1.0 to 3.1.1)
Up to 90 Days -
Focus on workaround
solution
Current Paladin product release information is accessible via Paladin's webbed Customer support system
(WWW.ILSC.US).
D5. SEVERITY DEFINITIONS AND PALADIN RESPONSE.
D5.1. Severity Definitions. TARs are defined as individual problems referred by customers to Paladin.
Paladin support center analysts categorize TARs identified by customers into one of the following Severity Levels:
D5.2.1. Severity Level 1. The problem causes complete loss of service. Work cannot reasonably continue, the
operation is mission critical to the business and the situation is an emergency. A Severity 1 problem has one or
more of the following characteristics:
• Data corrupted
• A critical function is not available
• System hangs indefinitely, causing unacceptable or indefinite delays for resources or response
• System crashes, and crashes repeatedly after restart attempts
D5.2.2. Level 1 Response. Paladin provides a 24 Hour Commitment to Severity 1 TARs: Paladin will work
24x7 until the issue is resolved or as long as useful progress can be made. Customer must provide Paladin with a
contact during this 24x7 period, either on site or by pager, to assist with data gathering, testing, and applying fixes.
Customers are requested to propose this classification with great care, so that valid Severity 1 situations obtain the
necessary resource allocation from Paladin.
Page 9 of 15
D5.3.1. Severity Level 2. The problem causes a severe loss of service. No acceptable workaround is available;
however, operation can continue in a restricted fashion.
D5.3.2. Level 2 Response. Paladin will devote technical support resources during normal business hours to
Severity 2 TARS. Paladin will work on the issue during normal business hours until it is resolved or as long as
useful progress can be made. Paladin will prioritize work on Level 2 TARS below Level 1 TARS, but above Level
3 and Level 4 TARS. Customer must make available to Paladin staff who are knowledgeable with the TAR during
this resolution period.
D5.4.1. Severity Level 3. The problem causes minor loss of service. The impact is an inconvenience, which
may require a workaround to restore functionality.
D5.4.2. Level 3 Response. Paladin will devote technical support resources during normal business hours to
Severity 3 TARS. Paladin will work on the issue during normal business hours until it is resolved; a workaround is
identified, or as long as useful progress can be made. Paladin will prioritize work on Level 3 TARS below Level 1
TARS and Level 2 TARS, but above Level 4 TARS. Customer must make available to Paladin staff who are
knowledgeable with the TAR during this resolution. period.
D5.5.1. Severity Level 4. The problem causes no loss of service. The result is a minor error, incorrect behavior,
or a documentation error that does not impede the operation of a system.
D5.5.2. Level 4 Response. Paladin will devote technical support resources during normal business hours to
Severity 4 TARS. Paladin will work on the issue during normal business hours until it is resolved; a workaround is
identified, or as long as useful progress can be made. Paladin will prioritize work on Level 4 TARS below Level' l
TARS, Level 2 TARS and Level 3 TARS. Customer must make available to Paladin staff who are knowledgeable
with the TAR during this resolution period.
D6. CUSTOMER RESPONSIBILITIES.
D6.1. Customer Designated Technical Contacts. Customer may designate one primary and one backup
individual ("technical contact") per license set, to serve as liaisons with Paladin. With each US$250,000 in net
support fees per license set, customer has the option to designate an additional two (2) primary and four (4) backup
technical contacts. Customer's designated technical contacts are the sole liaison between Customer and Paladin for
technical support of programs. To avoid interruptions in support services, customer must notify Paladin whenever
its technical contact responsibilities are transferred to another individual.
D6.2. Customer CPU Support Identification (CSI) Number or Local Country Equivalent. Customers will
receive a CPU Support Identification ("CSI") number when purchasing Paladin Support Services. The CSI number
assists Paladin's technical support representatives to identify the following customer information when a customer
calls a Paladin support center:
Company Name and Address
Program Set and Version
Technical Support Level and Duration
Technical Contact Information
License Set
To locate your CSI number, check the following documents:
The Welcome Letter inside the Support Welcome Pack following purchase of a Paladin Software
Support Service
The packing slip of the Support Welcome Pack
Page 10 of 15
D6.3. Information Customers Need When Requesting Support. Before Paladin can begin work on any
Technical Assistance Request ("TAR"), information about the nature and location of the problem is required.
Whenever a call is placed to a Paladin support center, the following information should be provided:
• The CSI number or PC registration number
• The area code and phone number listed under the CSI number
• FAX (phone) number including area code
• Operating system (including version) on which Paladin programs are installed
• The Paladin program component and version number that the TAR concerns
• The relevant program version(s)
• Any program error numbers associated with the TAR
• Detailed description of the problem
D6.4 Access to Personnel and Equipment. Customer will provide Paladin with access to Customer's
personnel and its equipment during Support Hours. This access must include the ability connect via a VPN
connection over the internet from Paladin facilities to the equipment on which the Supported Programs are operating
and to obtain access to the equipment necessary to perform the support. Customer will provide Paladin with the
choice of either a software or hardware VPN client at Customer's expense. Paladin will be responsible for the actual
installation of the VPN client and making appropriate changes to Paladin's internet firewall to allow the required
outbound VPN protocols. Customer will provide all configuration parameters and phone support with installation.
Paladin agrees to direct its employees not to access areas of Customer's premises or computer network other than
those specifically designated. Paladin must receive Customer's permission before accessing Customer's equipment.
D7. CONTACT INFORMATION.
D7.1. Contact Information. As of the Effective Data of this AGREEMENT, the Paladin Support Services
contact information is:
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, WA. 98370
360.779.2400
Paladin will notify Customer in writing at least thirty (30) days prior to changing contact information or processes.
Additional contact information also may be found on the Paladin Software website at www.ILSC.us
Page 11 of 15
EXHIBIT E - HARDWARE AND DATABASE SPECIFICATIONS
El HARDWARE SERVER SPECIFICATIONS
E1.1 APPLICATION SERVER SPECIFICATIONS
Application_ Server Specifications
Base Unit:
Dual Core Xeon 5160 Processor 4MB Cache, 3.0GHz, 1333MHz FSBPE2950 (223-
4926)
Processor:
Dual Core Xeon 2nd Processor 5160, 4MB Cache, 3.00GHz 1333MHz FSB, PE 2950
(311-6222)
Memory:
4GB 667MHz (4XIGB), Dual Ranked Fully Buffered DIMMs (311-6154)
Video Card:
LOM NICs are TOE Ready (430-2968)
Video Memory:
Riser with 2 PCI -X Slots (3 Volts) and 1 PCIe Slot for PowerEdge 2950 (320-4608)
Hard Drive:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Hard Drive Controller:
PERC 5/i, x6 Backplane Integrated Controller Card (341-3066)
Floppy Disk Drive:
No Floppy Drive for x6 Backplane (341-3685)
Operating System:
Windows Server 2003 R2 Standard Edition with SP2 Includes 5 CALs (420-7118)
NIC:
ONBOARD BROADCOM 5708 1GBE NETWORKING (430-1764)
CD-ROM or DVD -ROM Drive:
8X DVD -ROM for PowerEdge 2950 (313-3933)
Sound Card:
Bezel for PE 2950 (313-3920)
Speakers:
1x6 Backplane for 3.5 -inch Hard Drives (311-7936)
Documentation Diskette:
Electronic Documentation and OpenManage DVD Kit (310-7415)
Additional Storage
Products:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Feature (Integrated SAS/SATA RAID Level 1, PERC 6/i Integrated/SASE/iR (341-5721)
Feature
Universal Sliding Rapid/Versa Rails, includes Cable Management Arm (310-7412)
Service:
Dell Hardware Warranty Plus Onsite Service Inital YR (984-1399)
Service:
Basic Enterprise Support: Business Hrs 5X10 Tech Support 4HR Onsite Service
Post Problem Diagnosis !nit YR (970-4100)
Service:
Dell Hardware Warranty, Extended Year(s) (984-1417)
Service:
Basic Enterprise Support: Business Hrs 5X10 Tech Support 4HR Onsite Service
Post Problem Diagnosis 2YR Ext (960-8212)
Service:
BASIC Enterprise Support: Business Hrs 5x10 Hardware Only Tech Phone
Support, 3Yr, Declined Software Support (960-8242)
Service:
DECLINED CRITICAL BUSINESS SERVER OR STORAGE SOFTWARE SUPPORT
PACKAGE -CALL YOUR DELL SALES REP IF UPGRADE NEEDED (989-9208)
Installation:
On -Site Installation Declined (900-9997)
Misc:
Redundant Power Supply with Dual Cords (310-9905)
Misc:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Misc:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Misc:
300GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-4424)
Misc:
300GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-4424)
CFI,Information,Hard Drive,Install Increasing Order,Factory Install (361-1722)
CFI Titan Code for CFI FIDA orBypass SI (364-1846)
CFI Bypass EIDO (364-7502)
CFI Routing SKU (365-0257)
CFI,Rollup,Integration, OR -Raid I,Without OS,Sery (366-4303)
CFI,Information,Order Ready, 9104C1,Factory Install (372-1457)
CFI,Multi,Information, RAID Level 1, 2HD,Factory Install (361-6553)
CFI,Multi,Information, RAID Level 1, 2HD,Factory Install (361-6553)
CFI,Multi,Information, RAID Level 11, 2HD,Factory Install (361-6553)
•
Page 12 of 15
E1.2 DATABASE SERVER SPECIFICATIONS
Database Server Specifications
Base Unit:
Dual Core Xeon 5160 Processor 4MB Cache, 3.0GHz, 1333MHz FSBPE2950 (223-
4926)
Processor:
Dual Core Xeon 2nd Processor 5160, 4MB Cache, 3.00GHz 1333MHz FSB, PE 2950
(311-6222)
Memory:
4GB 667MHz (4X1GB), Dual Ranked Fully Buffered DIMMs (311-6154)
Video Card:
LOM NICs are TOE Ready (430-2968)
Video Memory:
Riser with 2 PCI -X Slots (3 Volts) and 1 PCIe Slot for PowerEdge 2950 (320-4608)
Hard Drive:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029) '
Hard Drive Controller:
PERC 5/i, x6 Backplane Integrated Controller Card (341-3066)
Floppy Disk Drive:
No Floppy Drive for x6 Backplane (341-3685)
Operating System:
Windows Server 2003 R2 Standard Edition with SP2 Includes 5 CALs (420-7118)
NIC:
ONBOARD BROADCOM 5708 1GBE NETWORKING (430-1764)
CD-ROM or DVD -ROM Drive:
8X DVD -ROM for PowerEdge 2950 (313-3933)
Sound Card:
Bezel for PE 2950 (313-3920)
Speakers:
1x6 Backplane for 3.5 -inch Hard Drives (311-7936)
Documentation Diskette:
Electronic Documentation and OpenManage DVD Kit (310-7415)
Additional Storage
Products:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Feature
Integrated SAS/SATA RAID Level 1, PERC 6/i Integrated (341-5723)
Feature
Universal Sliding RapidNersa Rails, includes Cable Management Arm (310-7412)
Service:
Dell Hardware Warranty Plus Onsite Service Inital YR (984-1399)
Service:
Basic Enterprise Support: Business Hrs 5X10 Tech Support 4HR Onsite Service
Post Problem Diagnosis !nit YR (970-4100)
Service:
Dell Hardware Warranty, Extended Year(s) (984-1417)
Service:
Basic Enterprise Support: Business Hrs 5X10 Tech Support 4HR Onsite Service
Post Problem Diagnosis 2YR Ext (960-8212)
Service:
BASIC Enterprise Support: Business Hrs 5x10 Hardware Only Tech Phone
Support, 3Yr, Declined Software Support (960-8242)
Service:
DECLINED CRITICAL BUSINESS SERVER OR STORAGE SOFTWARE SUPPORT
PACKAGE -CALL YOUR DELL SALES REP IF UPGRADE NEEDED (989-9208)
Installation:
On -Site Installation Declined (900-9997)
Misc:
Redundant Power Supply with Dual Cords (310-9905)
Misc:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug Hard Drive (341-3029)
Misc:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug Hard Drive (341-3029)
Misc:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Misc:
73GB 15K RPM Serial -Attach SCSI 3Gbps 3.5 -in HotPlug HardDrive (341-3029)
Page 13 of 15
E1.3 ORACLE DATABASE SPECIFICATIONS
Oracle Database Specifications
Oracle Standard
Edition One-
Processor Plus
Perpetual -2
Oracle Database Standard Edition is an affordable, full -featured database
for servers with up to four sockets. It includes Oracle Real Application
Clusters for higher availability, provides enterprise -class performance and
security, is simple to manage, and can easily scale as demand increases. It
is also upwardly compatible with Enterprise edition and can easily grow
with you, protecting your initial investment
Oracle Internet
Application Server
Enterprise Edition-
Processor Plus
Perpetual -2
Oracle Application Server offers a comprehensive solution for
developing, integrating, and deploying your enterprise's applications,
portals, and Web services. Based on a powerful and scalable J2EE server,
Oracle Application Server provides complete business integration and
business intelligence suites, and best -of -breed portal software. As the only
platform designed for grid computing as well as full lifecycle support for
Service -Oriented Architecture (SOA), Oracle Application Server gives
you unmatched scalability, availability, manageability, and security.
Page 14 of 15
EXHIBIT F - POLICIES FOR PROVIDING SERVICES TO OTHER AGENCIES
Fl. SERVICE PROVISION POLICIES
F1.1. System Source. The additional users from the Other Agencies must log onto and use the same
production installation of the InterLocking Suite of Software that the Customer's users log on to.
F1.2. Location. The other Agencies must be located within Yakima County.
F1.3. Population. The Other Agencies must not have a population of more than 10,000
F1.4. Professional Services. Paladin Professional Services must be used for configuration, data migration,
and deployment of the Other Agencies.
F1.5. Support Services. Each additional Other Agency must have a separate Paladin Support Services
contract with Paladin.
Page 15 of 15
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No
For Meeting of July 15, 2008
ITEM TITLE. Consideration of Legislation Authorizing Acquisition and. Implementation of
Utility Billing, Customer Services, Permitting, Code Administration, Business License, Animal
License, Complaints, Accounts Receivable, and Public Portal Computer Application Systems
from Paladin Data Systems Corporation.
SUBMITTEDBY Rita DeBord, Finance Director
Doug Mayo, Wastewater Manager
Dave Brown, Water & Irrigation Manager
Nancy Fortier, Refuse & Recycling Manager
Joe Caruso, Acting Code Administration Manager
Pete Hobbs, Utility Services Manager
Cindy Epperson, Financial Services Manager
Rick Pettyjohn, Information Systems Manager
CONTACT PERSON/TELEPHONE. Rick Pettyjohn, Information Systems Manager, 575-
6098
SUMMARY EXPLANATION
The existing computer systems that support the Utility Billing, Customer Services,, Permitting, and
Code Administration functions are all fifteen years old or older, utilize obsolete technology, and
lack many functional and efficiency advantages of current computer system technology
Recognizing the needto replace these systems, the City Council has approved Major Policy
Issues in 2005, 2006, and 2007 related to the progressive phases of the replacement effort.
Pursuant to these Policy Issues, the City issued a Request for Proposal (RFP) in September of
2005 to acquire replacement systems. The RFP development and evaluation process involved all
the Utility Divisions, Permitting and Code Administration Division, and the Financial Services,
Utility Services, and Information Systems Divisions of the Finance Department. After a very
thorough evaluation process, the RFP Committee selected the proposal offered by Paladin Data
Systems Corporation as the most appropriate proposal. Their proposal not only best met the RFP
requirements, but also had the added advantage of including integrated Business License, Animal
License, Complaints, Accounts Receivable, and Public Portal systems. The award process was
significantly extended due to fiscal constraints in 2006 and 2007 The process was revived at the
beginning of'2008 and contract negotiations began. The attached contract is the result of those
negotiations and has been reviewed by both the City Legal Department and K&L Gates law firm.
(continued on.next page)
Resolution X Ordinance Other (Specify) Contract
Mail to (name and address) 'Robert Johnston COO, Paladin Data Systems Corp., 19362
Powder Hill Place NE, Poulsbo, WA 98370 Phone. 1-800-532-8448
Funding Source Cumulative 'Reserve for Capital Improvement - 392 (Utility Contributions)
APPROVED FOR SUBMITTAL. City Manager
STAFF RECOMMENDATION Adopt Resolution
BOARD/COM MISSION/COM MITTEE RECOMMENDATION
COUNCIL ACTION
The projected timeline for this project in the contract is one year, which provides for a completion
date in 2009. Because, the utilities portion is a system development project that may have some
unforeseen issues, and because the City staff of the affected divisions is already fully occupied,
the schedule may extend into 2010.
The total cost of the project is estimated to be $1,013,000 calculated as follows:
Paladin Licensing & Professional Services $630,000
Computer Hardware 15,000
Estimated Sales Tax 10,000
Total External Project Costs $655,000
Internal Costs $125,000
Project Contingency (20% of External Costs) 125,000
Estimated Paladin & Oracle Maintenance Costs (2008 & 2009) 108,000
Total Internal, Contingency and Support Costs $358,000
Total Project Costs $1,013,000
Implementing any large, complicated computer application system requires significant
participation of the staff from the affected divisions. Because the utility portion of this project is
a system development effort that requires thorough analysis, data gathering and testing
activities, we expect an already busy staff to be seriously impacted. This will particularly affect
Customer Services and Information Systems where one of the two supervisors is assigned as
the project manager. Temporary staff may be required to assist that supervisor with the
additional duties. Therefore, we have proposed a additional budget to cover the internal costs
of overtime and temporary employees, possible travel and training, and other incidental costs.
We have also included a 20% contingency budget which is a standard for large system
development projects. The total project cost falls well within the $1,500,000 originally estimated
in the Policy Issues adopted by the City Council.
This project is funded through contributions from the Utility Divisions into the Cumulative
Reserve for Capital Improvement — Fund 392. The contribution amounts were anticipated by
and included in the recent cost -of -service studies for the utilities. The total resources currently
earmarked for the development and implementation portion of the project through 2010 is
$1,219,475 calculated as follows:
Year Wastewater Water Irrigation 392 Fund Balance Total
2008 $250,000 $75,000 $50,000 $44,475 $419,475
2009 250,000 100,000 50,000 400,000
2010 250,000 100,000 50,000 400,000
Total $750,000 $275,000 $150,000 $44,475 $1,219,475
The $419,475 in 2008 is currently budgeted and will be sufficient to fund the project through
the end of the year. The remaining amounts will be budgeted in the appropriate years. If the
project is completed in the one year estimated schedule, a larger appropriation may be
required in 2009. If this is necessary, the appropriation amount for the subsequent year will be
reduced. The utility cost -of -service studies also include funding for the on-going annual
maintenance costs.
This Utility / Permitting project has been in the research and planning stage for nearly five
years. The City staff has been extremely thorough in the development of the RFP
requirements and the analysis of the resulting proposals. We believe that the choice of Paladin
Data Systems Corporation and a cooperative system development process will best meet the
City's system requirements. We are all looking forward to beginning this project and to start
realizing the benefits of modem information systems for the Utility and Permitting Divisions.