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HomeMy WebLinkAboutR-2012-039 Financial Systems Software Agreement with N. Harris Computer Corp. (Cayenta)RESOLUTION NO. R-2012-39 A RESOLUTION to standardize our financial systems with a purchase of software license, implementation and a support and maintenance agreement from N Harris Computer Corporation, waiving the bid requirement and authorizing the City Manager to execute the Agreement. WHEREAS, Article VI, section 6 of the City of Yakima Charter and the Yakima Municipal Code Chapter 1.80 generally require that purchases over $25,000 be done by competitive bidding, subject to certain exceptions; and WHEREAS, the City of Yakima ("City") has a requirement to replace its 23 year old Automated Inventory Maintenance Management System (AIMMS), general ledger, accounts payable systems, and associated hardware before general failure of the systems; and WHEREAS, in November, 2009 the City and Yakima County ("County") entered into an Interlocal Agreement merging the Purchasing functions which necessitated the front-end integration of the Purchasing computer system to allow for integrated; electronic bid/quote processing, vendor electronic access to maintain contact information, pricing and their detailed purchasing functions, and to facility departmental spending analysis to ensure consistency and economic controls, and WHEREAS, The City's purchasing system at the time was outdated and needing replaced it was decided to migrate to the existing County owned Cayenta system; and WHEREAS, because of the this existing relationship the City is receiving significant economic incentives in the amount of 42% reducing in one-time costs and more importantly a greater than 50% on-going maintenance cost reductions from the Harris Computer Corporation for the purchase of the Cayenta system; and WHEREAS, the integration of the City's financial and operation management solution into a database common with our other financial applications and utilizing the same system as Yakima County has been determined to be a key component of making the City's core functions more efficient by increasing productivity and accountability and is in the best economic interest of the City; and WHEREAS, an extensive evaluation and discovery process involving all City departments determined that a jointly used Cayenta system would meet a vast majority of the City's requirements; and WHEREAS, it has been determined that N Harris Computer Corporations' Cayenta product is the only application that can provide full integration with its own system and that an attempt to integrate a third party system with the existing Cayenta purchasing module and the other City financial systems would be more costly and less efficient for the City; and WHEREAS, the City Council finds that it is in the best interest of the City to authorize the purchase of a financial system from N. Harris Computer Corporation without calling for bids, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute a software license, implementation and support and maintenance agreement from N. Harris Computer Corporation without calling for bids. ADOPTED BY THE CITY COUNCIL this 6th of March, 2012. q2/ 1 Mayo SOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT AND MAINTENANCE AGREEMENT BETWEEN N. HARRIS COMPUTER CORPORATION -and— CITY OF YAKIMA, WASHINGTON 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 TABLE OF CONTENTS ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE ARTICLE ARTICLE VII VIII IX INTERPRETRATION SOFTWARE LICENSES CONSULTING SERVICES SYSTEM SOFTWARE REPRESENTATIONS AND WARRANTIES FEES AND PAYMENTS REMEDIES AND LIABILITY INDEMNITY AND INSURANCE GENERAL SOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT AND MAINTENANCE AGREEMENT THIS AGREEMENT made as of the th day of February, 2012. BETWEEN: N. HARRIS COMPUTER CORPORATION ("Consultant") - and - CITY OF YAKIMA, WASHINGTON ("Organization") RECITALS 1. The Consultant owns the Software (as defined below); 2. The Organization wishes to (a) acquire a license to utilize the Software, (b) retain the Consultant to perform the Services (as defined herein), and (c) enter into a support and maintenance contract (Schedule "C"). 3. The Consultant wishes to (a) grant the Organization a license to utilize the Software, and (b) provide the Services to the Organization, all upon the terms and conditions set out in this Agreement. NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions Throughout this Agreement, except as otherwise expressly provided, the following words and expressions shall have the following meanings: (a) "Active Account" means each discrete billing unit or Customer that requires a bill to be generated from the System. Active Account does not include each discrete billing unit or Customer that no longer receives a bill generated from the System but for historical data reporting purposes require account information to be maintained or manipulated through the System. 3 (b) "Acquired Growth" means customer growth that occurs by acquisition or annexation of an existing customer base previously served by another utility. (c) Affiliate" means any person or entity directly or indirectly controlling, controlled by, or under common control with a Party and for this purpose, "control," "controlling" and "controlled by" shall mean the ownership and control of more than fifty percent (50%) of the outstanding voting securities or interest in capital or profits of any person or entity, or the right to direct or control the management or affairs of any person or entity by contract or similar arrangement. (d) "Agreement", "this Agreement", "the Agreement", "hereof", "herein", "hereto", "hereby", "hereunder" and similar expressions mean this Software License, Implementation and Support and Maintenance Agreement, including all of its Schedules and all instruments supplementing, amending or confirming this Agreement. All references to "Articles" or "Sections" mean and refer to the specified Article or Section of this Agreement. (e) "Cayenta" means [N. Harris Computer Corp to insert definition] (f) "Change Order" means any written documentation between the Organization and Consultant evidencing their agreement to change particular aspects of this Agreement. (g) "Completion of Services" means that the Software is fully operational and performing in substantial conformity with the specifications set out herein. For purposes of this Agreement, Completion of Services will be deemed to have occurred on the date which the Organization commences using the Software as its predominate business system. (h) "Confidential Information" means, with respect to a Party hereto, all information or material which: is (A) marked "Confidential," "Restricted," "Trade Secret," or "Proprietary Information" or other similar marking, (B) known by the Parties to be considered confidential or proprietary, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving Party hereunder; (ii) was previously known to the receiving Party as evidenced by its written records; (iii) is rightly received by the receiving Party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving Party without reference to or use of the other Party's Confidential Information. "Designated Computer System" shall mean the Organization's platform and operating system environment which is operating the Software. "Documentation" means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, -4- and other information relating to the Software or used in conjunction with the Services, whether distributed in print, magnetic, electronic, or video format, in effect as of the date (1) the Software is accepted by the Organization, or (2) the Service is provided to the Organization. (k) "Go -Live" means the event occurring when the Organization first uses the Software as the Organization's predominant Software. (1) "Project Statement of Work" means the scope of work appended hereto as Schedule "D" delineating, among other things, the Services that will be provided by Consultant to Organization pursuant to this Agreement, as such schedule may be amended or modified by mutual specific written agreement of the parties' respective representatives from time to time in accordance with the terms of this Agreement. (m) "Required Programs" has the meaning set out in Section 3.3(b) hereof. (n) "Services" has the meaning set out in Section 3.1 hereof (o) "Source Code" of the Software means the Software written in programming languages, including all comments and procedural code, such as job control language statements, in a form intelligible to trained programmers and capable of being translated into object code for operation on computer equipment through assembly or compiling, and accompanied by documentation, including flow charts, schematics, statements of principles of operations, and architecture standards, describing the data flows, data structures, and control logic of the Software in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify the Software without undue experimentation. (p) "License" means the non-exclusive license granted to the Organization pursuant to Section 2.1 hereof, to configure and install the Software on the Organization's server computers to enable users to access and use the Software. (q) "Software" means the program material in machine-readable or interpreted form, and may include, where appropriate, listings of either machine code or source code and related materials, including instructions and documentation provided by Consultant to Organization, including any such programs provided subsequent to this Agreement, and including all copies made by Organization. The Software to be provided by Consultant at the inception of this Agreement is identified on the attached Schedule A. (r) "Support and Maintenance Agreement" has the meaning set out in Section 3.5 hereof. (s)' "Third Party Software" means any computer programs developed or owned by third parties (including open source software) that are incorporated into the Software or provided by Consultant to Organization for use with the Software. -5- Unless otherwise provided in the Statement of Work or a Schedule hereto, Consultant shall be responsible for securing any licenses or other rights necessary for the utilization by Organization of any such Third Party Software. All Third Party Software shall be identified in the Statement of Work or a Schedule. (t) "Updates" means a subsequent release (a "Release") of the Software or part of the Software designed to correct errors in functionality, incorporate a number of preceding Updates, enhance existing features or functionality in the Software, or incorporate routine regulatory changes applicable to the designed use of the Software. (u) "Upgrades" means new versions, products, modules, or revisions of the Software or portions of the Software that contain major enhancements, additional functionality, changes in technology or other attributes distinguish it significantly from prior versions of the Software. (v) "Warranty Period" means a period of twelve months from the date of Software installation, during which time the Consultant shall correct any errors or malfunctions reported to the Consultant by the Organization in accordance with Section 5.3 of this Agreement. 1.2 Time of the Essence Time shall be of the essence in and of this Agreement and every part hereof. Any extension, waiver or variation of any provision of this Agreement shall not be deemed to affect this provision and there shall be no implied waiver of this provision. 1.3 Currency Unless otherwise specified, all references to amounts of money in this Agreement refer to U.S. currency. 1.4 Headings The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement. 1.5 Plurals and Gender The use of words in the singular or plural, or referring to a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such persons or circumstances as the context otherwise permits. 6 1.6 Schedules The Schedules described below and appended to this Agreement shall be deemed to be integral parts of this Agreement. Schedule "A" - Schedule "B" - Schedule "C" - Schedule "D" - Schedule "E" - Description of Software Fee Structure and Payment Schedule Support and Maintenance Agreement Statement of Work — if applicable Sample Change Order Schedule "G" - System Software — if applicable Schedule "H" - Software not selected — if applicable Schedule "I" - Addendum In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall control. ARTICLE II SOFTWARE LICENSES 2.1 Grant of Licenses Subject to the terms and conditions of this Agreement, the Consultant hereby grants to the Organization a personal, non-exclusive, non -transferable right and license to use the Software on the Designated Computer System (the "License"). Any Software furnished by Consultant in machine-readable form may be copied in whole or in part by Organization for use on the Designated Computer System. Organization agrees that the original copy of all Software furnished by Consultant and all copies thereof made by Organization are and at all times remain the sole property of Consultant. Any License granted under this Agreement permits the Organization to: (i) use the Software for its municipal and corporate purposes including, but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as the Organization deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software, which training materials may include flow diagrams, system operation schematics, or screen prints from operation of the Software. Access to and use of the Software by independent contractors of the Organization shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality. Within one (1) year after the date of this Agreement, Organization may optionally license from Consultant any of the Software identified in Schedule H for the corresponding prices listed in Schedule H. After the expiration of the one (1) year period, prices for the Software identified in Schedule H are subject to change in Consultant's sole discretion. -7- 2.2 Term of License The License granted herein commence on the date of this Agreement and is of indefinite duration unless terminated pursuant to the terms hereof. 2.3 Restrictions on Use Except as expressly provided herein, the Organization may not give away, rent, lease or otherwise sell, sublicense, distribute or transfer the License granted under this Agreement without the prior written consent of Consultant. Organization requires a separate License for each computer system or environment into which the Software or any portion thereof is read in machine-readable form for operation on such system or environment in a production environment. In addition each License permits the Organization to use the Software in (1) a test environment, (2) a training environment and (3) on a back-up or disaster recovery system. Within thirty (30) days after discontinuance or termination of the License for any reason, including termination resulting from a breach by the Organization beyond the applicable notice and cure periods as provided in this Agreement, Organization shall deliver to Consultant the Software and all copies thereof in whichever form, including partial copies which may have been modified by Organization or Consultant. Alternatively, the Software and other related materials may be disposed in accordance with written instructions from Consultant. Upon prior written authorization from Consultant, Organization may be permitted for a specific period after the termination of the License to retain one copy of certain materials for record purposes. The Software and related materials supplied by Consultant are protected by copyright and trademark laws. Title, ownership rights and intellectual property rights in the Software and related materials supplied by Consultant remain with Consultant. Use of the Software and related materials supplied by Consultant is subject to the applicable copyright laws and the express rights and restrictions of this Agreement. Any rights not expressly granted herein are reserved. Organization may not remove any copyright, trademark or other proprietary notices from the Software and related materials supplied by Consultant. 2.4 Derivation, Modification and Copyright (a) The Organization agrees that it will not attempt to derive, or permit or help others to derive the Source Code relating to the Software or attempt to otherwise convert or alter the Software into human readable code. The Organization further agrees that it will not attempt to duplicate, or permit or help others to duplicate, the Source Code relating to the Software. (b) The Organization shall have no right to modify any of the Software supplied by the Consultant for Organization's use under this Agreement without the prior written approval and direction of the Consultant. (c) The Organization agrees that it will not, except as otherwise expressly provided in this Agreement or except as dictated by Organization's standard computer -8- system's backup procedures and/or test environments, make or allow others to make copies or reproductions of the Software or other proprietary information in any form. Any additional copies that are reasonably necessary for the use of the Software shall be provided to the Organization through the issuance of additional Licenses at the Consultant's then current charges. (d) The Organization may duplicate Documentation, at no additional charge, for the Organization's use so long as all required proprietary markings are retained on all duplicated copies. 2.5 Ownership of Software and Confidential Information (a) The Organization acknowledges that the Software contains proprietary and confidential information of the Consultant which, while subject to the requirements of the Washington State Public Records Act, RCW 42.56 et. seq., shall at all times remain the property of the Consultant. Through the grant of licenses pursuant to Section 2.1, the Organization is only entitled to use of the Software in accordance with the terms of this Agreement. (b) The Organization will ensure that the Universal Copyright Convention symbol and other copyright and proprietary notices of the Consultant will remain on the Software in machine-readable form. The Organization will take the same care to safeguard the Software as it takes to safeguard its own confidential information and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information. (c) No third party, other than duly authorized agents or employees of the Organization authorized pursuant to the Licenses issued hereunder, shall have access to or use of the Software. (d) In order to assist the Consultant with the protection of its proprietary rights with respect to the Software and to enable the Consultant to ensure that the Organization is complying with its obligations with respect to the proprietary nature and confidentiality of the Software, the Organization shall permit the Consultant to visit during normal business hours any premises at which the Software is used and shall provide the Consultant with access to such Software. 2.6 Provision of Source Code (a) The Organization's ability to utilize the Software will be seriously jeopardized if the Consultant fails to maintain or support such Software unless complete Source Code for the Software and related Documentation is made available to the Organization for the Organization's use in satisfying the Organization's maintenance and support requirements. Therefore, the Consultant agrees that if an "Event of Default" occurs, then the Consultant shall promptly provide to the Organization one copy of the most current version of the Source Code for the affected Software and associated Documentation. 9 (b) An Event of Default shall be deemed to have occurred if the Consultant: (1) ceases to market or make available maintenance or support Services for the Software during a period in which the Organization is entitled to receive or to purchase, or is receiving or purchasing, such maintenance and support and the Consultant has not promptly cured such failure despite the Organization's demand that the Consultant make available or perform such maintenance and support, (2) becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings, (3) ceases business operations generally or (4) has transferred all or substantially all of its assets or obligations set forth in this Agreement to a third party which has not assumed all of the obligations of the Consultant set forth in this Agreement. (c) The Consultant will promptly and continuously update and supplement the Source Code as necessary with all corrections, improvements, updates, releases, or other changes developed for the Software and Documentation. Such Source Code shall be in a form suitable for reproduction and use by computer and photocopy equipment, and shall consist of a full source language statement of the program or programs comprising the Software and available program maintenance Documentation which comprise the pre -coding detail design specifications, and all other available material necessary to allow a reasonably skilled programmer or access the Software without the assistance of the Consultant. (d) The governing License for the Software includes the right to use Source Code received under this Section as necessary to modify, maintain, and update the Software. (e) The Consultant will deposit in escrow with its Escrow Agent a copy of the Source Code which corresponds to the most current version of the Software in use by the Organization. The Organization shall pay the fees for new account set-up and annual fees of the Escrow Agent for services provided, including any fees to add the Organization as a beneficiary to such escrow and any verification and testing of the escrow deposit which may be undertaken by the Escrow Agent at the Organization's request. The Consultant's entry into, or failure to enter into, an agreement with an escrow agent or to deposit the described materials in escrow shall not relieve the Consultant of its obligations to the Organization described in this Section. 2.7 Ownership and Disposition of Documents The Organization shall be the exclusive owner of all materials and documents which were developed or prepared by the Consultant specifically for the Organization pursuant to this Agreement. All materials and documents which were developed or prepared by the Consultant for general use and which are not the copyright of any other party or publicly available, including educational materials, the Software and any other computer applications, shall continue to be the property of the Consultant. - 10 - ARTICLE III CONSULTING SERVICES 3.1 The Consultant's Services In order to achieve the Completion of Services, the Consultant agrees, subject to the terms and conditions of this Agreement, to perform the following services (the "Services") for the Organization: (a) Oversee and implement the conversion from the Organization's existing software applications to the Consultant's Software substantially in accordance with the Statement of Work attached hereto as Schedule "D". (b) Install the Software, perform necessary set up and configuration operations, perform initial testing and parallel testing in accordance with the Statement of Work attached hereto as Schedule "D". (c) Provide the training substantially in accordance with the Statement of Work attached hereto as Schedule "D". (i) Consultant recommends a maximum of eight (8) people in each training class for optimal training. In any training class exceeding eight (8) people, Organization may be assessed an additional charge for additional instructors. (ii) Organization is required to make copies of the training manuals required for the training classes either by photocopy or electronic duplication each of which is subject to the restrictions and obligations contained in this Agreement. (iii) On-line reference documentation is delivered with each release. Organization may print this documentation solely for its internal use. (iv) Cancellation of any on-site Services by Organization is allowed for any reason if done in writing more than fourteen (14) days in advance of such Services. Cancellation by Organization with fourteen (14) days or less of scheduled on-site Services will be billed at fifty percent (50%) of the on-site fee, plus any non-recoverable costs incurred by Consultant due to advance scheduling of travel. Additionally, Organization hereby acknowledges that cancellation of on-site Services means that such on-site Services will be rescheduled as Consultant's then current schedule permits. Consultant is not responsible for any delay in Organization's project resulting from Organization's cancellation of training. If upon Consultant arrival, the Organization is not adequately prepared or has not completed the assigned tasks for such visit by the Consultant, then the Organization will be billed 100% of the on-site fee and scheduled on-site services can be cancelled by the Consultant. If additional services are required because the Organization was not adequately prepared, - 11 - Consultant will provide a Change Order to the Organization for the additional services. 3.2 Performance by Consultant (a) Manner of Performance -- The Consultant shall perform the Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in the performance thereof. (b) Consultant's Discretion -- The Consultant shall determine in its sole discretion the manner and means by which the Services shall be performed, with due consideration of adequate knowledge transfer to the Organization personnel. The Consultant will communicate openly with the Organization on its methodology, manner and means. (c) Conduct on Organization's Premises -- The Services shall be performed with the Organization's full co-operation, on the premises of the Organization or, if agreed to by both parties, at an alternative location. The Consultant agrees, while working on the Organization's premises, to observe the Organization's rules and policies relating to the security thereof, access to or use of all or part of the Organization's premises and any of the Organization's property, including proprietary or confidential information. (d) Inquiries by Organization -- The Consultant shall respond expeditiously to any inquiries pertaining to this Agreement from the Organization. 3.3 Performance by Organization (a) Co-operation by Organization -- The Organization acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Organization and its staff and agrees to act reasonably and co-operate fully with the Consultant to achieve the Completion of Services. (b) Required Programs. The Organization acknowledges that the use of the Software requires that the Organization obtain and install additional required software programs (the "Required Programs"), as detailed in the attached Schedule "A", and the Organization agrees that the acquisition of the Required Programs shall be at its sole cost and that the cost thereof is not included in the fees herein. (c) Hardware. The Organization acknowledges that the operation of the Software requires the Organization's hardware to be of sufficient quality, condition and repair, and the Organization agrees to maintain its hardware in the appropriate quality, condition and repair at its sole cost and expense, in order to facilitate the achievement of Completion of Services. If Consultant determines that Organization's hardware is not of sufficient quality, condition and repair, Consultant shall notify Organization in writing of the Hardware deficiencies. Organization will strive to remedy any hardware deficiencies within 30 days of notification. - 12 - (d) Project Manager -- The Organization shall appoint a project manager (the "Project Manager") who shall work closely with the Consultant to facilitate the successful completion of the implementation process and who shall be responsible for supervising the staff of the Organization and their co-operation with and participation in such process. (e) Additional Organization Obligations (i) Organization shall install all corrections and maintenance releases within a reasonable period of time of Organization's notification of their availability. However, any fix or correction designated as "critical" by Consultant shall be implemented by Organization within thirty (30) days of notification to the Organization by Consultant of its availability. (ii) Organization shall notify Consultant of suspected defects in any of the Software supplied by Consultant. Organization shall provide, upon Consultant request, additional data deemed necessary or desirable by Consultant to reproduce the environment in which such defect occurred. (iii) Organization shall allow the use of online diagnostics on the Software supplied by Consultant to Organization, if required by Consultant during problem diagnosis. Organization shall provide to Consultant, at Organization's expense, access to the Designated Computer System via the Organization's firewall to communications software (e.g. PC Anywhere, WebEx, Web Demo). (iv) Organization shall ensure that its personnel are, at relevant stages of the project, educated and trained in the proper use of the Software in accordance with applicable Consultant manuals and instructions. If Organization's personnel are not properly trained as mutually determined by Consultant and Organization, Organization agrees that such personnel will be trained by Consultant or Organization within fifteen (15) days of determination. If Organization desires Consultant to perform the required training then Consultant shall be compensated in accordance with this Agreement. (v) Organization shall establish proper backup procedures necessary to replace critical Organizational data in the event of loss or damage to such data from any cause. Organization shall provide Consultant with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error, defect or malfunction. (vi) Organization shall have the sole responsibility for: (a) the performance of any tests it deems necessary prior to the use of the Software. - 13 - (b) assuring proper Designated Computer System installation, configuration, verification, audit controls and operating methods. (c) implementing proper procedures to assure security and accuracy of input and output and restart and recovery in the event of malfunction. (d) timely upgrade and keeping current all third party license releases and/or Software products to meet the requirements of the Consultant Software. 3.4 Allowance for Suspension or Delay due to Organization In the event that the Organization shall suspend the performance of Services, delay any deliverable date, or cause a delay in performance by failing to fulfill any of its obligations under Section 3.3, then the following shall apply: Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay. The due date for any deliverable set forth in the Statement of Work that is dependent on such performance by the Organization shall be deemed adjusted equitably to allow for the effect of such delay on Consultant's ability to supply or perform such deliverable, and Consultant shall be entitled to reimbursement for any costs that cannot reasonably be mitigated by temporary reassignments of personnel or other resources, including without limitation the hourly charges for any Consultant personnel necessarily idled by such delays but whose capacity is required to be maintained for timely future performance by Consultant . 3.5 Support and Maintenance Agreement Concurrently with the execution and delivery of this Agreement, the Consultant and the Organization have entered into a support and maintenance agreement (the "Support and Maintenance Agreement") in the form of and on the terms set out in the attached Schedule "C" which shall apply in respect of the maintenance and support services to be provided by the Consultant to the Organization. Notwithstanding the ongoing application of the Support and Maintenance Agreement, the terms and conditions of this Agreement, insofar as they relate to the Software and the Documentation and the rights and obligations of the parties with respect thereto, shall continue to apply and the Support and Maintenance Agreement is not intended to, nor will it, apply to the exclusion of this Agreement. Consultant shall have no obligation under this Agreement to render any maintenance services or related services with respect to non - Consultant software, except as contracted for in writing with the Organization. ARTICLE IV SYSTEM SOFTWARE 4.1 System Software This Article V shall only be applicable in the event any System Software is listed on Schedule G. (i) Consultant shall distribute to Organization the System Software which is listed on Schedule G, and Organization shall pay Consultant for the System Software in the amount of the purchase price(s) listed on Schedule G. Upon delivery of the System Software to - 14 - Organization, Consultant shall invoice Organization for the System Software, and Organization shall pay for the same within thirty (30) days. Delivery of the System Software shall be deemed to have occurred: (i) on the date for which Consultant delivers Hardware to Organization with the System Software installed thereon, F.O.B. point of destination, provided that Organization is shall pay the shipping charges, or (ii) the date on which Consultant installs the System Software on Organization's Hardware. Consultant and/or the System Software manufacturer(s) will provide Organization with one copy of the then current user documentation for use with the System Software. (ii) Except as otherwise provided in this Agreement, Organization shall be responsible for the installation of the System Software at Organization's location. If Organization desires Consultant to perform any installation which is not described in this Agreement, Consultant and Organization shall follow the procedures set forth in this Agreement. (iii) It is acknowledged by the parties hereto that the System Software provided by Consultant to Organization pursuant to this Agreement was developed and delivered to Consultant by one or more third party software companies and Consultant is distributing, sublicensing and/or reselling it to Organization. As such, Consultant makes no warranties, express or implied, with respect to the System Software, including, without limitation, their merchantability or fitness for a particular purpose. Any warranty Organization has with respect to the System Software shall be solely provided by the third party software companies. Additionally, Organization acknowledges that its interest in the System Software may be in the nature of a license or sublicense with one or more of the third party software companies which may: (i) require Organization to enter into one or more separate license agreements with such third party software companies, and/or (ii) place restrictions on Organization's use of the System Software. Notwithstanding, except for third party software companies defects, Consultant warrants that the System Software is capable of implementing the Software Licensed to Organization hereunder. (iv) The parties agree that although this Agreement may contain estimated prices for the annual maintenance of the System Software, any maintenance of the System Software shall be provided solely by the third party software companies through separate agreements between Organization and such third party software companies. In no event shall Consultant be responsible for such System Software maintenance. ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Warranty of Performance Consultant warrants to Organization that the software, material and services to be provided and/or rendered will be of the kind and quality referred to in the Consultant manuals and other documentation provided. Organization's sole recourse in the event the Software does not conform to the applicable documentation is the repair and replacement of the Software. The Consultant warrants to the Organization that the Software will perform as described if the Software is properly used in accordance with the Consultant's instructions. This warranty is void if the Organization or any other third party changes or modifies the Software. Examples of such - 15 - changes or modifications include, but are not limited to, data modifications from third party software, the de -compiling and modifying of the source code, and tampering with the base set-up of the system. 5.2 Intellectual Property Rights The Consultant warrants: (a) that it has the full right, authority and power to enter into this Agreement and to grant to the Organization the Licenses and rights conveyed by this Agreement; and that the Software is an original work of authorship and does not infringe the intellectual property rights of others.In the event there is a third party claim alleging that Organization's use of the Software in accordance with this Agreement constitutes an infringement of a United States patent, copyright, or trade secret, Consultant shall, at its expense, defend Organization and pay any final judgment against Organization or settlement agreed to by Consultant on Organization's behalf; provided that Organization promptly notifies Consultant of any such claim or proceeding and shall give Consultant full and complete authority, information, and assistance to defend such claim or proceeding. Consultant shall have sole control of the defence of any claim or proceeding and all negotiations for its compromise or settlement. In the event that the Organization's use of the Software is finally held to be infringing or Consultant deems that it may be held to be infringing, Consultant shall, at Consultant's election: (1) procure for the Organization the right to continue use of the Application Software; or (2) modify or replace the Application Software so that it becomes non -infringing. Consultant shall have no liability hereunder if the Organization has modified the Application Software in any manner without the prior written consent of Consultant. The foregoing states Consultant's entire liability, and the Organization's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, or other property interest rights relating to the Software, or any part thereof, or use thereof. 5.3 Corrections The Consultant covenants that it will make corrections of program malfunctions which are reported in writing to the Consultant during the Warranty Period and which are necessary for the Software to conform to this Agreement. The Organization agrees to allow the Consultant the opportunity to make repeated efforts within a reasonable time to correct programming errors or malfunctions as warranted in this Agreement. Consultant agrees that program malfunctions that result in an inoperable system resulting in a financial impact to the Organization, or inefficient work -around, will be given its highest priority with the problem corrected as soon as practicably possible using its most experienced and knowledgeable resources. The Consultant will strive to have any and all malfunctions resolved within no more two days. 5.4 No Other Warranties The express warranties contained above are in lieu of all other representations, warranties and conditions, express or implied, whether arising by statute or otherwise in law or - 16 - from a course of dealing, or usage of trade, to the extent permitted by Washington law. Without limiting the generality of the foregoing, the Consultant does not represent or warrant and the Organization acknowledges that there are no further representations or warranties: (a) that the functions contained in the Software will operate in the combinations which may be selected for use by the Organization or will meet the Organization's requirements and satisfy its intended results; or (b) that the operation of the Software will be error free or that: (i) any programming errors will be corrected after the Warranty Period, or (ii) any updates of, or modifications to, the Software will be made available to the Organization after the Warranty Period, in each case unless there is an effective Support Agreement in place after the Warranty Period in respect of the period of time during which any such programming errors require correction, or any updates of, or modifications to, the Software, are developed by the Consultant and made available to the other licensees of the Software. ARTICLE VI FEES AND PAYMENTS 6.1 Fees and Payments The Organization agrees to pay the Consultant total fees of $ 385,207. The fee structure and payment schedule is outlined in the attached Schedule "B". (a) During the term of this Agreement, Consultant shall, from time to time, deliver invoices to Organization. Each invoice delivered to Organization by Consultant shall be due and payable upon receipt thereof by Organization. (b) The Organization shall reimburse the Consultant for its direct expenses, including, but not limited to courier services, photocopying, faxing and reproduction, meal expenses of $50.00 per diem (no receipts provided) and a mileage charge based on the current Internal Revenue Service recommended rate per mile, long distance telephone calls, and all other reasonable expenses incurred in the performance of the Consultant's duties. (c) In addition to all other amounts payable under this Agreement, to the extent escrow fees are charged by the Escrow Agent to the Consultant on a per licensee basis or are otherwise charged in such a manner so as to be reasonably allocable to the Organization, the Organization shall pay such fees charged by the Escrow Agent for performing its obligations under Section 2.6. The Consultant shall use its commercially reasonable efforts to negotiate the best possible fee structure with the Escrow Agent. The Escrow Agent may charge a one-time annual fee or a fee based on the number of beneficiaries entitled to access the Source. In either case, the Consultant shall be entitled to pass on to the Organization any fees - 17 - relating to the Escrow Agent reasonably attributable to the Organization, provided that the Organization remains entitled to access the Source pursuant to Section 2.6. Upon receiving any invoice from the Escrow Agent that requires payment by the Organization, the Consultant shall submit the relevant invoice to the Organization, together with background documentation confirming the amount attributable to the Organization. Within 30 days following receipt of such invoice, the Organization shall reimburse the Consultant for the amounts attributable to the Organization, as more particularly set out in the documentation submitted by the Consultant. The Consultant reserves the right to change the Escrow Agent from time to time in order to obtain the most appropriate package of fees and services, as determined by the Consultant, in its sole discretion. In the event that the Escrow Agent is replaced, prompt written notice of such replacement shall be provided to the Organization and the Organization shall execute any documentation reasonably required by the Escrow Agent in order to give effect to the provisions of this Agreement. (d) In the event Organization fails to pay all or any portion of an invoice on or before thirty (30) days after the date of the invoice, the invoice payment shall be considered past due. Organization further agrees, at the request of Consultant, to pay a late payment charge to Consultant at the rate of two percent (2%) per month, or at the maximum late payment charge permitted by applicable law, whichever is less, on any unpaid amount for each calendar month (or fraction thereof) that such payment is past due; provided, however, that Consultant shall not assess the foregoing late payment charge if Organization has been late in paying Consultant on less than three (3) previous occasions within the last calendar year. (e) In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Consultant has under this Agreement or otherwise, Consultant shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any applicable late charges. (f) Consultant shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Consultant may be required to collect or pay upon the sale, use or delivery of the Software, Services or Support and Maintenance described in this Agreement shall be paid by Organization and such sums shall be due and payable to Consultant upon receipt of an invoice therefore. Any personal property taxes levied after delivery of the Software described in this Agreement shall be paid by Organization. 6.2 Change Orders With respect to any proposed changes to the Services defined by this Agreement that do not materially impact the scope of either party's work effort required under this - 18 - Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and of the Consultant applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing, the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. A sample change order is presented in "E". ARTICLE VII REMEDIES AND LIABILITY 7.1 Remedies and Liability (a) Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (b) The Organization and the Consultant recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of the Consultant arising from this Agreement. The parties agree that in all such circumstances the Organization's remedies and the Consultant's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement. (i) EXCEPT FOR DAMAGES ARISING OUT OF (a) THE CONSULTANT'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR (b) THE CONSULTANT'S INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BOTH PARTIES AGREE THAT THE CONSULTANT'S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE COST OF THE SOFTWARE AND ALL FEES PAID TO CONSULTANT BY ORGANIZATION UNDER THIS AGREEMENT. (ii) IN ADDITION TO THE FOREGOING NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE - 19 - LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY . (iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT. 7.2 Intent The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Agreement shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. 7.3 Remedies Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the Consultant arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity. ARTICLE VIII INDEMNITY AND INSURANCE 8.1 Indemnity The Consultant shall indemnify and save harmless the Organization, its successors and assigns together with its officers, directors, employees, agents and those for whom it is in law responsible, from and against any and all liabilities, damages, costs, expenses, causes of action, claims, suits, proceedings and judgments (collectively "Claims") which they may incur or suffer or be put to by reason of or in connection with or arising directly from any material breach or non-performance by the Consultant of any obligation contained in this Agreement to be observed or performed by the Consultant, or any negligence of the Consultant or its agents or employees which relates to this Agreement, howsoever arising. Consultant shall not be responsible for any Claims resulting in whole from the acts or omissions of Organization, its employees, consultants or agents or any third party. 8.2 Insurance (a) Upon this Agreement being fully executed by the parties, the Consultant shall secure and maintain in effect insurance to protect the Organization and Consultant from and against all claims, damages, losses, and expenses arising out of or - 20 - resulting from the performance of this Agreement. The Consultant shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The Organization reserves the right to require higher limits should it deem it necessary in the best interest of the public. (b) Commercial Liability Insurance. Before this Agreement is fully executed by the parties, the Consultant shall provide the City of Yakima with a certificate of insurance as proof of commercial liability insurance and umbrella liability insurance with a combined minimum liability limit of Five Million Dollars ($5,000,000.00) per occurrence. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City of Yakima, Washington, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A - VII or higher in Best's Guide and admitted in the State of Washington. (c) Commercial Automobile Liability Insurance. (1) If Consultant owns any vehicles and will be using them in Yakima, Washington, before this Agreement is fully executed by the parties, Consultant shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Three Million Dollars ($3,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. (ii) If Consultant does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may added to the commercial liability coverage at the same limits as required in that section of this Agreement, which is entitled "Commercial Liability Insurance". (iii) Under either situation described above, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City of Yakima, Washington, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first -giving the City thirty (30) calendar days -21 - prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. (d) Professional Liability Insurance / Errors & Omissions Coverage. Before this Agreement is fully executed by the parties, Consultant shall provide the City with a certificate of insurance as evidence of Professional Liability Insurance / Errors & Omissions Coverage with coverage of at least Three Million Dollars ($3,000,000.00) per occurrence and an annual aggregate limit of at least Three Million Dollars ($3,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before the inception date of the Agreement, or shall provide full prior acts. The insurance coverage shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. (e) It is understood and agreed that the Organization is not required to and will not maintain insurance for Consultant and/or its officers, employees, agents, instructors, and/or subcontractors and that such insurance is the sole responsibility of Consultant. ARTICLE IX GENERAL 9.1 Force Majeure Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, fire, flood, or other natural disaster, acts of government, strike, walkout, communication line or power failure, failure in operability or destruction of the Organization's computer (unless by reason of the negligence of a party to this Agreement) or failure or inoperability of any software other than the Software. Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay. 9.2 Confidentiality (a) Duty Owed to the Organization -- The Consultant acknowledges that it may receive information from the Organization or otherwise in connection with this Agreement or the performance of the Services. Except for information in the public domain and disclosure required pursuant to the Washington State Public Records Act, RCW 42.56 et. seq., unless such information falls into the public domain by disclosure or other acts of the Organization or through the fault of the Organization, the Consultant agrees: - 22 - (i) to maintain this information in confidence; (ii) not to use this information other than in the course of this Agreement; (iii) not to disclose or release such information except on a need -to -know only basis; (iv) not to disclose or release such information to any third person without the prior written consent of the Organization, except for authorized employees or agents of the Consultant; and (v) to take all appropriate action, whether by instruction, agreement or otherwise, to ensure that third persons with access to the information under the direction or control or in any contractual privity with the Consultant, do not disclose or use, directly or indirectly, for any purpose other than for performing the Services during or after the term of this Agreement, any material or information, including the information, without first obtaining the written consent of the Organization. (b) Duty Owed to the Consultant -- The parties agree that if the Organization shall breach any term of Section 2.5 of this Agreement entitled "Ownership of Software and Confidential Information", then the Consultant shall have the right to terminate this Agreement and the grant of licenses herein forthwith without giving notice as set forth in Section 9.3(b). 9.3 Termination (a) If the Consultant should neglect to perform the Services properly or otherwise fail to comply with the requirements of this Agreement, the Organization must notify the Consultant in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the Consultant must either correct the default at no additional cost to the Organization, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the Consultant fails to correct the default, or issue a notice disputing the alleged default, in either case within thirty (30) days following receipt of the Default Notice, the Organization may terminate the entire Agreement or the part of this Agreement relating to the provision of Services subject to the default and in such case will be responsible for payment to the Consultant of only that part of the fee earned by the Consultant for those Services performed up to the time of communication of such notice of termination to the Consultant. (b) If the Organization should fail to comply with its obligations under this Agreement, the Consultant must notify the Organization in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the Organization must correct the default at no additional cost to the Consultant, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the Organization fails to - 23 - correct the default, or issue a notice disputing the alleged default, in either case within thirty (30) days following receipt of the Default Notice, the Consultant may terminate the whole of this Agreement including the grant of license to the Software and in such case the Organization will be responsible for payment to the Consultant of only that part of the fee earned by the Consultant for that part of the Services performed in accordance with this Agreement up to the time of communication of such notice of termination to the Organization. 9.4 Procedure on Termination If this Agreement is terminated prior to the Completion of Services, then within thirty (30) days following such termination, the Organization shall return the Software to the Consultant and shall certify, under the hand of a duly authorized officer of the Organization, that all copies of the Software or any part thereof, in any form, within the possession or control of the Organization have been returned to the Consultant. If this Agreement is terminated following the Completion of Services, then the Organization may retain the copy of the Software in its possession as of the Completion of Services but it shall not be entitled to any additional Licenses, nor will it receive updates of, or modifications to, the Software made by the Consultant. Finally, it will not be entitled to access the Source through exercise of the license granted pursuant to Section 2.6 of this Agreement. Notwithstanding the foregoing, the Organization will remain subject to the obligations imposed upon it pursuant to this Agreement with respect to the Software, including, but not limited to, such obligations relating to ownership of the Software and confidentiality. 9.5 Mediation The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the parties. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than one hundred and twenty days (120) days after either party notifies the other of its desire to have a dispute be placed before a mediator unless the parties agree otherwise. Such mediator shall be knowledgeable in software system agreements. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorneys fees incurred by either party), is to be shared by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written agreement of the parties. 9.6 Accounts and Records The Consultant shall: - 24 - (a) keep proper and detailed accounts in accordance with accepted accounting practices of all factors entering into the computation of the amounts payable pursuant to this Agreement; and (b) for a period of two years from the date of Completion of Services by the Consultant, preserve all accounts and other documentation relating to the Organization and keep them available for inspection by the Organization or its representative, at any time. The Consultant agrees that this obligation shall survive any termination of this Agreement. 9.7 Addresses for Notice Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered personally, mailed by prepaid registered post or sent by facsimile to the appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of the Consultant, to: N. HARRIS COMPUTER CORPORATION 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 Attention: CEO Telephone: 613-226-5511, extension 2149 and in the case of the Organization, to: City of Yakima Attention: Wayne Wantland, Communication & Technology Director 129 North Second Street Yakima, Washington 98901-2613 Telephone: (509) 575-6048 Fax: (509) 249-6835 Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 9.7. - 25 - 9.8 Assignment Neither Party may assign any of its rights or duties under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that either Party may assign to a successor entity in the event of its dissolution, acquisition, sale of substantially all of its assets, merger or other change in legal status. The Agreement shall inure to the benefit of and be binding upon the Parties to this Agreement and their respective successors and permitted assigns. 9.9 Reorganizations The Organization acknowledges that the License fee set out in this Agreement has been established on the basis of the structure of the Organization at the date of this Agreement. To the extent that the Organization amalgamates, consolidates or undergoes any similar form of corporate reorganization or transition (a "Reorganization"), and the resulting entity (whether or not the Organization is the resulting or continuing entity) requires additional Licenses to support the system, the Consultant shall be entitled to receive, and the Organization shall pay, an additional License fee based on the then prevailing License fee in effect. The provisions of this Section 9.9 shall apply mutatis mutandis to any subsequent Reorganizations occurring following the first Reorganization. The provisions of this Section 9.9 shall not apply where the Organization undergoes a Reorganization involving only other organizations that have already purchased a License from the Consultant. For purposes of this Agreement, any corporate changes undergone by the Organization will be characterized as either an assignment, in which case Section 9.8 will apply, or a Re -organization, in which case Section 9.9 will apply, but it is not intended that Sections 9.8 and 9.9 will apply to any single sequence of events, if such application would result in a duplication of the fees provided for in those provisions. 9.10 Binding Agreement and Enurement This Agreement shall be binding upon the parties hereto and their respective successors and assigns. This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. 9.11 Entire Agreement This Agreement shall constitute the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Organization acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. 9.12 Independent Contractor Organization engages Consultant under this Agreement solely as an independent contractor to perform Consultant duties which are described in this Agreement. Organization and Consultant expressly acknowledge and agree that Consultant is an independent contractor -26- and nothing contained in this Agreement or which otherwise exists shall be construed by Organization, Consultant or any third person or entity to create a relationship of joint venturers, partners, or employer and employee. Additionally, and as an independent contractor, Consultant and its employees shall make no claim of City of Yakima employment nor shall claim against the City of Yakima for any related employment benefits, social security, and/or retirement 9.13 Governing Law This Agreement shall be governed by the laws of the State of Washington and venue for any action or suit shall be in Yakima County Superior Court. 9.14 Trial by Jury Organization and Consultant do not hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or any acts or omissions of Consultant in connection therewith or contemplated thereby. 9.15 Invalidity The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 9.16 Waiver A term or condition of this Agreement may be waived or modified only by written consent of both parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to be performed, and either party may evoke any remedy available under the Agreement or by law despite such forbearance or notice. 9.17 Counterparts This Agreement may be executed in counterparts (whether by facsimile signature or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. 9.18 Disclosure of Agreement Organization agrees that Consultant may disclose all or any portion of this Agreement to any of its current or prospective customers. Under the State of Washington Public Records Act (Chapter 42.56 RCW), this Agreement is a public record available to the public. 9.19 Further Assurances The parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each party shall - 27 - provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purposes of this Agreement and carry out its provisions. 9.20 Taxes and Assessments Consultant shall be solely responsible for compensating its employee(s) and for paying all related taxes, deductions, and assessment, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and other deductions from income which may be required by law. 9.21 Non-discrimination Provision During the performance of this Agreement, Consultant shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, color, sex, religion, national origin, creed, marital status, political affiliation, sexual orientation, or the presence of any sensory, mental or physical disability. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, law off or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement 9.22 The Americans with Disabilities Act Consultant agrees to comply with the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations, and Washington State's anti- discrimination law as contained in RCW Chapter 49.60 and its implementing regulations. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, state and local government services, and telecommunications. -28- 9.23 Compliance With Law Consultant agrees to perform services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 9.24 No Third Party Rights This Agreement is entered into for the sole benefit of the City and Consultant. It shall confer no benefits or rights, direct or indirect, on any third person, including employees of the parties. No person or entity other than the parties themselves may rely upon or enforce any provision of this Agreement. The decision to assert or waive any provision of this Agreement is solely that of each party. 9.25 Survival Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on the day and year first written above. N. HARRIS COMPUTER CORPORATION Name: Brad Atchison Title: GM - Cayenta CITY OF YAKIMA Name: Michael A. Morales Title: Interim City Manager CITY CONTRAC T NO: "7a % RESOLUTION NO: 00452/eg - 39 - 29 - ATTEST: Deborah Kloster, City Clerk - 30 - Name: Wayne Wantland Title: Communications & Technology Manager Schedule "A" Description of Software Software Supplied by Cayenta Software Licenses Units Cayenta Licenses Core Financial - GL, AP, Query Portal, Grant Tracking & System Admin 50 Users Purchasing - Purchase Orders & Bids and Quotes 50 Users Revenue Mgmt - Miscellaneous AR 15 Users Operations - Equip Mgmt, Fixed Assets, Inventory, Job Cost, Prevent Maint, Store Orders, Stock Issues & Work Orders 50 Users Vendor Self Service Site License Third Party Licenses IBM/Cognos Reporting 50 Users Uniface 50 Users A.cucobol 50 Users Acu4GL for Oracle 50 Users IBM/Cognos Authoring tool (Developer License) 1 User Software to be supplied by the City This software is required only for implementation project team and on-going support personnel. 1. Oracle Standard Edition 2. Oracle Client (for all users) 3. Microsoft Office Professional 2003 (or later) 4. Microsoft Project (for users who need to access project planning documents) 5. Microsoft Visio 6. FTP software (ex. WS -FTP) 7. Screen Capture tool (SnagIt or equivalent ) 8. TOAD — database access tool from Quest Software. Schedule "B" License Fee Structure and Payment Schedule Software Licenses Units Initial Cost Annual Maintenance Cayenta Licenses Core Financial - GL, AP, Query Portal, Grant Tracking & System Admin 50 Users 538,400 $7,680 Purchasing - Purchase Orders & Bids and Quotes 50 Users 526,500 55,300 Revenue Mgmt - Miscellaneous AR 15 Users 514,400 52,880 Operations - Equip Mgmt, Fixed Assets. Inventory, Job Cost, Prevent Maint, Store Orders, Stock Issues & Work Orders 50 Users 544,400 58,8880 Vendor Self Service Site License 510,000 52,000 $133,700 $26,740 Third Party Licenses IBM/Cognos Reporting 50 Users 513,000 52,600 Uniface 50 Users 53,161 5632 Acucobol 50 Users 52,221 5444 Acu4GL for Oracle 50 Users 54,785 5957 IBM/Cognos Authoring tool (Developer License) 1 User 52,000 5400 $25,167 $5,033 Total Llicenses $158,867 $31,773 Consulting and Training Fees Cayenta Core Financials, Purchasing & Work Orders Phase I — Project Initiation and Discovery 525,200 Phase II — Configuration 554,280 Phase III — Training, Unit!lntegration Testing 569,090 Phase IV — Production Readiness 520,310 Phase V — Transition to Support 514.780 Data Conversion 535,000 Technical Ser,ices 57,680 $226,340 Total Licenses and'Consulting and Training Fees :$385,207 $31,773 Payment Schedule: A. Cayenta License Fees: 1. On execution of this Agreement: (50% of license fee) $79,433.50 2. Upon Installation:(50% of license fee) $79,433.50 B. Consulting and Training Fees ...$226,340.00 Schedule "C" Support and Maintenance Agreement This support and maintenance agreement (the "Support and Maintenance Agreement") between Consultant and Organization becomes effective on the date of software installation. Unless otherwise defined herein, all defined terms used herein shall have the meaning ascribed to them in the Software License, Implementation and Support and Maintenance Agreement. 1. Subject to the terms and conditions of this Support and Maintenance Agreement, Consultant shall provide support and maintenance services which include revisions, updates and enhancements to the Software and related materials under the Agreement. 2. Subject to the terms and conditions of this Support and Maintenance Agreement, Consultant shall provide software support via telephone and electronic mail, and site visits when necessary consistent with the hours of operation, all as described in Exhibit 1 hereto and in effect as of the date hereof, as such services may, at the discretion of Consultant, be modified or supplemented from time to time (provided that any changes generally apply to all licensees of Consultant). To enable Consultant to provide effective support, the Organization will establish auto remote access based on remote access procedures compatible with Consultant's practices. For emergency situations occurring on Consultant's observed holidays, Consultant will be available to the Organization by pager number and electronic mail to provide support. 3. In consideration for the support services specified in Section 2, Organization shall pay the Annual Support and Maintenance Fee of $31,773. The Annual Support and Maintenance Fee will be billed annually in advance beginning on the anniversary of the Support and Maintenance Agreement or on an alternative date mutually agreed to by both parties. If the Organization would like to match the annual invoicing of the Support and Maintenance Fee to its fiscal year or any other period it may request, in the initial year, that the Consultant issue a prorated invoice for the portion of the year remaining in said initial year. Consultant may change the Annual Support and Maintenance Fee from time to time. In addition to the Annual Support and Maintenance Fee, Organization shall reimburse Consultant for its direct expenses in providing support services pursuant to this Agreement, including, but not limited to: (a) courier services, photocopying, faxing and reproduction services, all reasonable travel costs, including a travel time rate of $50.00/hour, meal expenses of not more than $50.00 per diem (no receipts provided) and a mileage charge consistent with the Internal Revenue Service published guidelines, long distance telephone calls and all other reasonable expenses incurred in the performance of Consultant's duties hereunder. Consultant may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement, provided that such updated reimbursement policies must generally apply to all clients of Consultant. 4. All support services provided by Consultant to Organization other than those specified in Section 2 (such as, but not limited to, on-site support), shall be provided to Organization by Consultant at Consultant's then prevailing prices, hourly rates, policies and terms. For certainty, any updates of, or enhancements to, the Software will be made available to Organization free of charge (with respect to the actual updates or enhancements), but all services provided by Consultant with respect to such updates or enhancements will be subject to the Consultant's then -prevailing prices, hourly rates, policies and terms, meaning that such then -prevailing prices will apply to matters such as set-up and training relating to such updates or enhancements. 5. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. 6. The initial term of this Agreement shall be for one year beginning on the date determined in the opening paragraph of this Schedule C. Thereafter, the Agreement shall automatically renew on an annual basis, unless terminated by either party upon giving the other not less than 90 days' notice in writing prior to the end of the initial term or any subsequent anniversary of such date. Organization shall pay the then prevailing Annual Support and Maintenance Fee in advance for each term of this Support and Maintenance Agreement. If the Support and Maintenance Agreement is terminated by Organization, it shall be entitled to retain the Software licensed to it as at the date of such termination, but it will relinquish its rights to receive upgrades of, or enhancements to, the Software, services for the Software, or access to the Source in escrow upon the occurrence of any event specified in Section 2.6(d) of the Agreement. For certainty, and without mitigating the application of the Agreement during the term of this Support and Maintenance Agreement, the terms and conditions of the Agreement relating to the license of the Software and the Documentation and the rights and obligations of the parties with respect thereto will continue to apply to Organization following the termination of this Agreement. 7. Title to and ownership of all proprietary rights in the Software and all related proprietary information shall at all times remain with Consultant, and Organization shall acquire no proprietary rights by virtue hereof. 8. Unless terminated pursuant to Paragraph 6 hereof, this Support and Maintenance Agreement shall remain in full force and effect except as terminated as follows: (a) if either party neglects or fails to perform, observe or cure within ninety (90) days of written notice of such failure to perform any of its existing or future obligations. (b) If Organization attempts to assign this Agreement or any of its rights hereunder, or undergoes a Reorganization, without complying with the Agreement. 9. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in accordance with the provisions of the Agreement. 10. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement, in the event of a breach by the other, shall not be construed to be a waiver of any such provision and the non -breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 11. A valid contract binding the parties hereto shall come into being only upon execution of this Support and Maintenance Agreement by a duly authorized agent, officer or representative of both parties. 12. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between Consultant and Organization. No change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced. 13. The parties hereto agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders submitted by Organization. 14. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither Organization nor Consultant shall divulge any of its provisions as set forth herein to any third party except as may be required by law. 15. (a) Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (b) The Organization and the Consultant recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of the Consultant arising from this Support and Maintenance Agreement. The parties agree that in all such circumstances the Organization's remedies and the Consultant's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Support and Maintenance Agreement. (i) FOR BREACH OR DEFAULT BY THE CONSULTANT OR OTHERWISE IN CONNECTION WITH THIS SUPPORT AND MAINTENANCE AGREEMENT, INCLUDING A BREACH OR DEFAULT ENTITLING THE ORGANIZATION TO RESCIND OR BE DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE AGREEMENT AND WHETHER IN THE NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL BREACH, THE ORGANIZATION'S EXCLUSIVE REMEDY, IN ADDITION TO ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE AGREEMENT, SHALL BE PAYMENT BY THE CONSULTANT OF THE ORGANIZATION'S DIRECT DAMAGES TO A MAXIMUM AMOUNT EQUAL TO, AND THE CONSULTANT SHALL IN NO EVENT BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID BY THE ORGANIZATION TO THE CONSULTANT UNDER THIS SUPPORT AND MAINTENANCE AGREEMENT DURING THE THEN -CURRENT TERM OF THE SUPPORT AND MAINTENANCE AGREEMENT UP TO AND INCLUDING THE DATE OF TERMINATION. (ii) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL THE CONSULTANT BE LIABLE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CONSULTANT SHALL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR FOR ANY CLAIM WHATSOEVER AGAINST THE ORGANIZATION BY ANY OTHER PARTY. (iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY THE ORGANIZATION IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT. 16. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the Consultant arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity, to the extent permitted by Washington law. 17. This Support and Maintenance Agreement shall be governed by the laws of the State of Washington and venue for any action or suit shall be in Yakima County Superior Court. 18. This Support and Maintenance Agreement may not be assigned by the Organization unless, concurrently with any such assignment, the Organization assigns its rights under, and complies with the provisions of the Agreement. 19. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and enure to the benefit of the successors and permitted assigns of the parties. 20. Time shall be of the essence of this Support and Maintenance Agreement. 21. The invalidity or unenforceability of any provision or covenant contained in this Support and Maintenance Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 22. The parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purposes of this Support and Maintenance Agreement and carry out its provisions. 23. This Support and Maintenance Agreement may be executed in counterparts (whether by facsimile signature or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of the date first written above. N. HARRIS COMPUTER CORPORATION Name: Brad Atchison Title: GM - Cayenta CITY OF YAKIMA, WASHINGTON Name: Michael A. Morales Title: Interim City Manager £W/d Title: Communication & Technology Director EXHIBIT 1 Standard Support and Maintenance Services — Standard Guidelines The purpose of these guidelines is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of call priorities, an outline of our escalation procedures and other important details. Consultant reserves the right to make modifications to this document as required. However, Consultant is committed to meeting or exceeding the Service Level Objectives ("SLO") defined in these guidelines, and any changes or modifications will be done with the intent of improving service levels. The services listed below are services that are included as part of your software support. • 800 Toll Free Telephone support • Scheduled assistance for installations, upgrades & other special projects (there may be charges depending on the scope of work) • Technical troubleshooting & issue resolution: • Error messages received during normal use of any Cayenta software or incorporated third party software • Where software does not perform as stated in the documentation. • Clarification on any issued software documentation e.g. User Guide, Fix Bulletins, Software installation instructions etc. • Procedural questions relating to use of any Cayenta Software • Questions regarding status of Software Advisory Notices or Outstanding Helpdesk calls • Information on Cayenta software compatibility with versions of Operating System Software, Database Software, Client Software etc. • Help with production system software installation/upgrades providing that customer rep has received training specific to the type of upgrade being done. • E-mail support call logging and notification • Free eSupport access 24 x 7 with the following on-line benefits: • Log & close calls • View & update calls • Update contact information • Access published documentation • Access available downloads • Access Support knowledge base • Participate in Discussion Forums • Report on metrics • Standard software releases, including Updates and Upgrades. • Defect corrections (as warranted) • Planned enhancements • State and/or Federal mandated changes • Participation in BETA program • Release notes • Limited training questions (15 minute guideline) • Customer Care Program • News Letter with support tips • Technical support bulletins • Communication on new products and services • Design review for potential enhancements or custom modifications • Outstanding Calls Report with conference call (as required) • Annual Customer Conference (attendance fees apply) Helpdesk Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Extended hours and weekend and holiday support is available on a billable basis and must be scheduled in advance. 24 x 7 critical issue support is also available for an additional annual fee. Call Priorities In an effort to assign our resources to incoming calls as effectively as possible, we have identified four types of call priorities; 0,1, 2 & 3. A priority 0 call is deemed by our support staff to be a critical issue requiring immediate response, priority 1 urgent or high priority, priority 2 is classified as a medium priority and priority 3 is deemed a low priority. The criteria used to establish guidelines for these calls are as follows: Priority 0 - Critical • System Down — users have no access to Cayenta production environment • A critical process (e.g. Customer billing, Service Orders, Employee payroll processing) has failed in a production environment for which there is no workaround Priority 1 - High • Program errors without acceptable workarounds (unacceptable workarounds are complex in nature or require multiple manual interactions for the users) • Calculation errors affecting 15 residential accounts or major revenue impact Commercial accounts. • Error messages preventing data integration and update • Performance issues of severe nature impacting critical processes • High volume transactions that impact the majority of users • Customer impacting deficiencies that impact greater than 1% of the Customer base (for example, correspondence, bill print, or web self service). • Any software issue that impacts financial components of the Cayenta system will be automatically classified as a Priority 1 (Includes, but is not limited to bill print, rate calculations, payment processing, credit and collections, Cayenta provided financial reports etc.) Priority 2 - Medium • System errors that have acceptable workarounds • Calculation errors impacting less than 15 accounts • Non -Financial Reports calculation issues • Printing related issues (related to interfaces with our software, not the printer itself) • Security issues • Performance issues not affecting critical processes • Usability issues • Workstation connectivity issues (WS specific) • Training questions, how to, or implementing new processes Priority 3 - Low • These are cosmetic issues (report or screen labels are misspelled, alignment on reports are not consistent) • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with simple workarounds • Recommendations for enhancements or system changes • Questions on documentation Call Process All issues or questions reported to support are tracked via a support call. Our support analysts cannot provide assistance unless a support call is logged. Our current process for logging calls includes the following: eSupport (via website), email, phone and fax. • Your call must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. • Our support system or a support coordinator will provide you with a call id to track your issue and your call will be logged into our support tracking database. • Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your call investigates your issue, you will be contacted and advised where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned support representative to supply the information required. • All correspondence and actions associated with your call will be tracked in our support database. At any time, if available to you, you may log onto our eSupport website to view the status of your call. • Once your call has been resolved, you will receive an automated notification by email that your call has been closed. This email will contain the entire event history of the call from the time the call was created and leading up to the resolution of the call. You also have the option of viewing both your open and closed calls via our eSupport website. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be logged into our development tracking database and you will be provided with a separate id (Tracker) number to track the progress of the issue. At this time, your support call will be closed and replaced by the development Tracker number. The development Tracker number will remain open until your issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. Tracker details can be viewed on our eSupport website and are reviewed regularly. Next Review Date and Estimated Completion dates are updated frequently. Urgency, severity and impact are considered during scheduling, so ensure that information is included with the issue details. • Contact the support department at your convenience for a status update on your development issues, or log onto our eSupport website to view your issues on-line. Response Times Response times will vary and are dependant on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however calls will be escalated based on the urgency of the issue reported. Our response time guidelines are as follows: v�,��, •�� riY.:Ir ; Re orted:,�.a:Y'...::€:r, :} s� ply sue � -°b, -r �: _ ,r..,v. ,3 x ,Prority; �: ' a Gi�:. �'� i tial . ,�.., ���. aK 'ky.�?.p.'•�x.. s 9.0se `` ;y P>,:,.,., < �;=rom:, ��; y yJ. �'rK.r Wf "d"S lll_ portµ �. µ�:•� A saness �^'., (Bn rs) i ollow.0 :° '.;-' � � '� 4: 1? frum,,,, 'Res WOO* ;d;f-=^:;$, ��, ,®�; 4 ,�� Ply , s .{'w.,?'n,.:'wEn 7ntil`ry M . 1. +%� R. ;�. ;;:�.�'.f.. resolutlmci >or. �. r i� „ ppl�yy ' .', , ,..;s_ 'i°' ; �, Ry,N � �;.;.,::,. Y.< 1' aYe'+l`:.8^:�Y rR.SJ s commitmen't.' � ,x ;.., ;f.; s �.,., w,'.. ��ta�:provide.an,i1±:C`D;�rr:�;'� - - �: '.�.n�o��� 'ri5%o� {: >� y r 1 iinin ,pis frog first NTrh :fig s"gig :y 'r w.�;,�•; >gr,t�.,,, � � ��;.:f :T, ort., a,v, �..Y ,�.,., � ., `, �, ,�:�Serv�ce�Level, .`b}.�ti" .�#•. is X'. ., : ,: s'... "` :,, Follow.uY;b .,.•„ p Y ,.. 4 S.u`■T/gport oncet.ECD: : ;x::; . "„ ;y .,� , �b�p ei l �' ? a +�` ' wl*„Yi�, df.. 1�X' rovided n P { � �„>. `. yi e g'.v,'., r;•',ee ,.�: :;'. , k. 'rn" w•Ftw®'` +F•• Ob;ec'trve J � �, :�:. (SIO Taming §t - e4f 5-s .. � ,Y. 'iii. •' : _. .is from: first'' .t. : '-f� ^'�.,, PO - Critical 0 — 1 Continuous 1 to 2 hours Customer advised of any changes or will be updated every 2 hrs. at the minimum. 8 hrs. P1 - High 1 - 4 Daily update until resolved or ECD determined Same Business Day Customer advised of any Updates 5 days P2 - Medium 1 - 8 Daily or less as mutually agreed By the third week of the Calendar month Updates available via eSupport As scheduled P3 - Low 1 - 24 Weekly or less as mutually agreed By the third week of the Calendar month Updates available via eSupport As scheduled Note: ECD = Estimated Completion Date RESPONSE is defined as an acknowledgement from Cayenta that a problem exists and has been reported by the customer. An acknowledgement of the receipt of the problem and the Cayenta tracking number used to manage the issue within Cayenta will be provided to the customer. At the time of response Cayenta will also request any additional data than may be needed to research the problem. For most issues customer will provide; screen prints, reports and a brief synopsis of the problem with the customer and account numbers for the data that has encountered the problem. If additional information is required Cayenta will provide a request for that information. Development Process Development Scheduling • PO/P1 Trackers — Critical (P0) and high (P1) priority work is managed through a PO/P 1 List. — Each Development team has reserved contingency for dealing with these issues. — This work is typically delivered via off -cycle patches to customers via the Support website, and rolled into our regularly scheduled monthly releases. • P2/P3 Trackers — All new non-P0/P 1 Trackers are reviewed on a weekly basis. — Work is scheduled, resourced and delivered in monthly releases. • Review Process — New Trackers are emailed automatically to Development upon creation. — PO's are handled immediately — P 1's are added to a P1 list and given estimated schedule dates (ECD). — P2/P3 are evaluated and estimated by Development and updated for monthly review as part of the Development Contract process. Development Planning 90%— Resource Capacity 60%- 30%— O/O 4 Current Month (M) New Trackers Next Month (M+1) + 30% Two Months Out (M+2) + 30% Three Months Out (M+3) Backlog Normal aging progression Monthly review input Time (months) 4 Normal New Tracker input ® _ _ Exceptional New Tracker input Release Types — Major Releases Cayenta releases a major version of the Cayenta Utilities product. These versions indicate significant differences between previous versions due to major changes in branding, functionality, or technology. — Feature Release Approximately every year, Cayenta releases a Feature Release of the product. These releases contain new product functionality. Feature Releases are fully supported for two years and supported on a limited basis from then on. — Update Release A released monthly or as needed to provide to fix software deficiencies to customers in production. Escalation Process Our escalation process is defined below. This process has been put in place to ensure that issues are being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows: Level 1: Contact the support representative working on your issue Level 2: Contact the Director of Support Level 3: Contact the Vice President of Cayenta Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. New Year's Eve Early Closure New Year's Day Closed Labour Day Closed Christmas Eve Early Closure Christmas Day Closed Billable Support Services The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training — When exceeding the 15 minutes • Forms redesign or creation • File imports/exports - Interfaces to other applications • Setup of new printers, printer setup changes • Custom modifications • Data conversions / global modification to setup table data • Upgrades & support of third party software • Configuration of hardware or operating system • Correction for operating system errors • Oracle database tuning or maintenance— unless covered by a Remote Technical Services agreement • Correction of Oracle database errors not directly related to a Cayenta software defect - unless covered by a Remote Technical Services Agreement • Actuate tuning or maintenance activities — unless covered by a Remote Technical Services Agreement • Correction of Actuate errors not directly related to a Cayenta software defect - unless covered by a Remote Technical Services Agreement • Assistance with third party software errors for applications not under a current support and maintenance agreement with Cayenta • Set up and configuring of test environments • Problems with in-house developed software programs Test Databases & Environments We support customers in the maintenance of independent Test Environments for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases & Environments is a billable service, quotations & incremental maintenance rates will be provided on request. Connection Methods To ensure we can effectively support our clients, we require that a communication link is established and maintained between our two sites. It is the client's responsibility to ensure the connection is valid at your location so that we can connect to your site and resolve any issues. Our supported methods of connection are: Direct interne, Citrix, Virtual Private Network (VPN), Remote Access Server (RAS), Direct Connection (modem) and Terminal Services (a backup connection may be required for file transfers). Third Party Support The purpose of this section is to provide our customers with information on our standard coverage and the services which are included as part of your annual third party software support. This section serves as a guideline for the support department but is superseded by an existing third party or other agreement. Third Party Software Support Services • 800 telephone support — first line phone support for troubleshooting (note more complex issues will be escalated to the actual vendor of the products) • "on call" after hours support (scheduled assistance for installations, upgrades and other special projects — there may be charges depending on the Statement of Work) • remote connection support • technical troubleshooting • limited training questions (15 minute guideline) • assistance with creation of backup scripts / backup recovery • assistance with recovering data resulting from system crashes (charges may apply) • recommendations on specific hardware requirements • support provided for installed database issues (30 minute guideline) • ODBC installation and connection to database assistance • updating databases to support new versions of installed applications • assistance with database installation, configuration and updating The services listed below are services that are out of scope and are therefore considered billable — please note that we do not provide hardware support for any printers: • on-site installation or upgrade of hardware and third party software • extended telephone training (beyond 15 minutes) • reconfiguration of hardware and fileservers • recovering data resulting from client error • upgrading of hardware systems • preventative maintenance monitoring or other services • recommending or assisting with disaster recovery plans • re-establishment of ODBC connection if connection was lost due to actions of customer • ODBC connections to other third party products • creation of custom reports • report writer training, upgrades and installations (other than at time of initial purchase) Schedule "D" Statement of Work — to be attached e,Yeqr Cayenta Financials (CF) Version 7.6 and Work Management (OMS) Implementation Statement of Work for City of Yakima, WA TABLE OF CONTENTS SECTION 1. DOCUMENT CONTROL 3 1.1 SIGN -OFF CONTROL 3 Document Change Tracking 3 Sign -off Control — Cayenta 3 Sign -off Control — City of Yakima 3 SECTION 2. EXECUTIVE SUMMARY 4 SECTION 3. IMPLEMENTATION 5 3.1 PROJECT PHASES 5 PHASE 1: OVERVIEW AND DISCOVERY 5 PHASE 2: CONFIGURATION 6 PHASE 3: TRAINING AND TESTING 8 PHASE 4: PRODUCTION READINESS AND CUT -OVER 9 PHASE 5: TRANSITION 10 3.2 GENERAL CONSTRAINTS AND ASSUMPTIONS 1 1 3.3 TECHNICAL REQUIREMENTS 13 3.4 CAYENTA PROJECT MANAGEMENT METHODOLOGY 14 Project Scope and Change Management. .. 15 3.5 PROJECT TEAMS 16 SECTION 4. SOFTWARE INSTALLATION 21 SOFTWARE TO BE INSTALLED 21 SECTION 5. BUDGET AND TRAVEL EXPENSES 24 SECTION 6. TRAVEL EXPENSES 25 Project Travel Policy . ... 25 SECTION 7. INTERFACES AND IN SCOPE MODIFICATIONS 27 INTERFACE REQUIREMENTS ANALYSIS 27 INTERFACE DEVELOPMENT 27 INTERFACE AND IN SCOPE MODIFICATION DETAILS 27 ' SECTION 8. DATA CONVERSION 31 CONVERSION PROCESS OVERVIEW .. 31 CAYENTA RESPONSIBILITIES: 31 SECTION 9. REPORTS 33 Proprietary and Confidential Page: 1 of 43 Cayenta Statement of Work REPORTING REQUIREMENTS ANALYSIS 33 CUSTOM REPORTS 33 SECTION 10. DOCUMENTATION 34 Reference Guides . 34 SECTION 11. PERFORMANCE MEASURES 36 SECTION 12. SUPPLEMENTAL SERVICES 37 SECTION 13. ORIGINAL DISCOVERY DOCUMENTS & NOTES 38 SECTION 14. ITEMS OF NOTE REGARDING IMPLEMENTATION 39 SECTION 15. DATA MIGRATION ANALYSIS REPORT - CITY OF YAKIMA 41 Page 2 Company Proprietary & Confidential Cayenta Statement of Work Section 1. Document Control 1.1 Sign -off Control DOCUMENT CHANGE TRACKING Provide name, date of changes and document Filename/version: Name Date FilenameNersion Stephen Burrowes 9 Feb 2012 V1.0 SIGN -OFF CONTROL — CAYENTA Comments Name and Title: Brad Atchison, General Manager for Cayenta Signature: SIGN -OFF CONTROL — CITY OF YAKIMA Date. February 10, 2012 Comments. Name and Title: Signature: Date: Page 3 Company Proprietary & Confidential Cayenta Statement of Work Section 2. Executive Summary The objective of this project will be to provide tools and services to assist the City of Yakima hereinafter referred to as "the City' on implementing the Cayenta Financials Version 7 6 Cayenta proposes to begin this work in March 2012 for a target cut over date in December 2012 for the Financial Modules and a Q1 2013 start date for the implementation of the OMS Modules with a cutover date of December 2013 Cayenta will provide project management services, consulting services, technical services, tools and templates to assist the City. The activities and fees as detailed in this Statement of Work will not be modified without prior written approval of a mutually agreed upon change in the scope of work. Cayenta will provide to the City a Project Implementation Methodology to install and bring Cayenta Financials and Operations Management Systems Version 7 6 into "live" operation The Methodology is based around a five -phase process that will allow the City to be operational in the new target environment. The five phases are: Phase 1. Overview and Discovery Phase 2 Configuration Phase 3: Training and Testing Phase 4: Production Readiness and Cut -Over Phase 5. Transition Cayenta and the City's respective involvement and responsibilities related to the project are defined in this Statement of Work and in the Constraints and Assumptions sections set out below each phase The work and fees as detailed in this Statement of Work are on a Fixed Price — Fixed Effort basis. If a change to the scope of work has been determined, then the Cayenta Project Manager will prepare a Scope Change document that is signed by authorized officers on behalf of both parties and becomes an addendum to this Statement of Work. Sign off on a Scope Change must be made before the work can begin All dollars in this Statement of Work are quoted in United States currency and reflect services only. License and maintenance costs are reflected in the contract. Page 4 Company Proprietary & Confidential Cayenta Statement of Work Section 3. Implementation 3.1 Project Phases Phase 1: Overview and Discovery Purpose The Initiation phase is the initial period when the project is being organized, the software is being setup and all City and Cayenta resources are scheduled Initial Discovery sessions will be conducted with the City representatives to determine what, if any, additional system modifications are required for this implementation The Discovery sessions will also provide guidance on potential process changes that may facilitate this implementation. The project kickoff meeting and implementation team training marks the end point of the Initiation phase During the Discovery Process, the Consultants will not only find out "how" the City does business, but will also make suggestions to enhance the way the City does business and suggestions to making their business more efficient. Cayenta will share their knowledge of best practices throughout each phase of the project. Cayenta has conducted some preliminary discovery work during this past year and these documents will be revisited and revised as necessary. There are five primary purposes of the Project Initiation Phase 1. Establish the project structure and organization This involves setting up the appropriate project controls, specifying specific resources, refining the project plan and ensuring that all relevant resources are scheduled The City will be responsible for providing and coordinating the physical facilities required for the Requirements Analysis Team workroom and Training room This includes easy access to photocopying, faxing, modem lines, and whiteboards. 2 Install Cayenta Financials and Cayenta Operations Management and necessary 3rd party software in the target environment. 3 Conduct a project kickoff session. 4. Provide Discovery Sessions for each area (Financials and Operations Management) to the City project team. 5 Provide revised Discovery Documents based on the Discovery Sessions. Deliverables Cayenta will provide the following deliverables as part of the Phase • Project Schedule • Software loaded and ready for configuration • Kickoff Session conducted • Business Requirements Documents detailing the requirements for all custom modifications and interfaces as defined in Section 7 • Revised Discovery documents • Product training for implementation team completed The City will provide the following deliverables as part of the Phase- • Document for Cayenta all Batch Processes, External interfaces, user added Page 5 Company Proprietary & Confidential Cayenta Statement of Work applications. (For example: After hour processes and bank interfaces) In many cases, this information has already been provided to Cayenta and the City will need to revise the documents if changes have taken place since the original discovery sessions were conducted • Install all hardware/software in preparation for Cayenta software installation Phase 1. Constraints and Assumptions 1. The City will order hardware required in a timely manner in order to keep the project on track with the mutually agreed upon project plan 2. It is the responsibility of the City to provide a working hardware platform with sufficient capacity to load Cayenta software The hardware must be connected to any required network interfaces to provide user access to printing and terminal facilities in at least one training location. The City will indicate to Cayenta that the hardware is ready for Cayenta activities prior to the start of any Technical Services work. 3. All Unix Servers, or Windows Servers, must be installed and operational 4. The City participates with Cayenta in the software installation process for the purposes of augmenting knowledge transfer. 5. The City will staff the project with qualified resources that are familiar with the City's business processes and practices These resources must possess the necessary competencies, capabilities, and dedication to complete the solution on time 6. The City project manager will be responsible for managing the activities of the City implementation team. 7 The City will provide the meeting space and necessary personnel (team members and Subject Matter Experts) to participate in the Discovery process in the timeframe defined in the project schedule. With two separate implementations (CF and OMS), this process may need to occur twice. Phase 2: Configuration Purpose The purpose of the Configuration Phase is to create a configured Test Environment for the Cayenta Financials Version 7 6 A Cayenta Application Specialist will lead software configuration sessions involving the appropriate City business experts and together they will determine and implement the optimum table setup of the Cayenta Financials and Cayenta Operations Management systems based on the functional requirements analysis. The City and Cayenta will document requested product changes After approval by the City Project Manager, Trackers requesting changes to the existing Cayenta application will be sent to Cayenta's Application Development department for the purposes of suggesting alternatives, providing cost estimates and scheduling development, in accordance with Section 12 of this Statement of Work. The City has been advised to consider creating a 10% contingency fund for the project as a buffer for out -of -scope changes that may be required. Deliverables: Page 6 Company Proprietary & Confidential Cayenta Statement of Work Cayenta will provide the following deliverables as part of the Configuration Phase. • All Configuration Workshops completed. The City will be responsible for note taking and follow-up assignments given during the Configuration Sessions. • Data Conversion Plan and mapping • Reporting Plan The City will provide the following deliverables as part of the Configuration Phase. • Will ensure the City team identified for configuration and training are available on dates agreed to and scheduled • Will provide and ensure all required Technical Staff are available on dates agreed to and scheduled • The City will have identified all existing interfaces that must be replicated, and the format of the interface • The City will have identified all existing reports and scripts that must be replicated along with their associated specifications Note: Cayenta will deliver the generic Cayenta Financials Version 7 6 training material Any City -specific customizations to this material will be the responsibility of the City. Phase 2: Constraints and Assumptions 1. Hardware and technical prerequisites will be put in place by the City, in order to facilitate the installation of the Version 7 6 software 2 The City will provide a suitable work station and file transfer devices for Cayenta staff as well as Internet access for Email The City will provide remote connectivity (via the Internet) for Cayenta, without the use of any access method that would be incompatible with Cayenta's existing support infrastructure (i.e. VPN for the City or proprietary hardware). Cayenta requires TOAD to be installed on the workstation for direct querying of the database tables 3. Cayenta assists the City to resolve issues and problems encountered in the set up and configuration of each module 4. The City will be responsible for providing and coordinating the physical facilities required for the project team workroom 5. The City will not try to reinvent the legacy system, but will rather incorporate better practices, as long as they do not conflict with regulatory requirements, when possible and maximize the capability of the system to manage their business Page 7 Company Proprietary & Confidential Cayenta Statement of Work Phase 3: Training and Testing Purpose The purpose of the Training and Testing Phase is to test that the Cayenta Financials and Cayenta Operations Management Systems' functionality will meet the business requirements of the City This phase includes, but is not limited to, testing of all interfaces (accounts payable check processing, payroll interfacing, general ledger month end processing, reporting, System Administration training to technical staff, and End User training to the City Staff and cut -over planning and support. All tests will be conducted in the presence of a City representative. The City approval is required to accept each test. A Cayenta Application Consultant will work with the City to ensure the Cayenta Financials Version 7.6 system operational process knowledge is passed to the City team that will be carrying out the training of end users. The City Business Analysts will develop their customized training scenarios and perform the end user training activities. The City DBA and Systems Analyst will provide assistance as required during this task. The Training and Testing Phase consists of the following activities: Functional Test A Cayenta Application Consultant will verify that the software functions and that the setup is correct based on a walk-through of the City's business scenarios using pre -defined test scripts provided by Cayenta. The Application Consultant will confirm expected results and fine-tune set up as needed. This will be accomplished via a combination of on-site and remote consulting time Integrated Testing A Cayenta Application Consultant will provide direction and assistance with the end-to-end system integration testing (testing core functionality with customized interfaces and reports) Clean converted data from the legacy system is required for this testing. This will be accomplished via a combination of on-site and remote consulting time. Cut -over Support Cayenta will provide cut -over planning and support on the weekend prior to the proposed go - live date. Cayenta and the City will stage all aspects of the system in preparation for production cut -over, develop a production cut -over schedule, and conduct all production cut -over activities (including any manual conversion activities that are required) Deliverables Page 8 Company Proprietary & Confidential Cayenta Statement of Work Cayenta will provide the following deliverables as part of the Acceptance Phase • Functional Test Plan • Sample Test Scripts (via CayStone) • Verification and Fine Tuning of Configuration. • Integrated Test Plan • Installation Audit to ensure Production version of Software is complete • Train the Trainer Instruction The City will provide the following deliverables as part of the Phase. • Staff a Train -The -Trainer (TTT) for testing and initial training by Cayenta • Perform all end user training Phase 3: Constraints and Assumptions 1. A weekly review with the City team should be performed to ensure the TTT training is happening as planned and any issues are identified during this phase. 2. The City agrees to provide high-speed access and system logon credentials to enable Cayenta to access the City's system should this be necessary for file transfer and to assist Cayenta to troubleshoot the cause of software problems during training 3 The City will provide suitable work station and file transfer devices for Cayenta staff as well as Internet access for Email The City will provide remote connectivity (via the Internet) for Cayenta, without the use of any access method that would be incompatible with Cayenta's existing support infrastructure (i e The City's VPN or proprietary hardware). Cayenta requires TOAD to be installed on the workstation for direct querying of the database tables. 4. Cayenta requires that the City provide qualified resources that shall be responsible for meeting the mutually agreed upon project schedule. 5 Information Technology personnel must be available to maintain the test environment. The implementation phase requires management and may require periodic refreshment of all the Cayenta Financials Version 7.6 instances, as described during the product installation training 6 City will utilize the Cayenta CayStone tool for test scenarios, progress tracking and incident capture and tracking 7 Cayenta will train and assist City staff in the application of software updates and patches necessary to install new functionality or to correct defects Phase 4: Production Readiness and Cut -Over Purpose The purpose of the Acceptance and Cut -Over Phase is to develop the final plans prior to moving into production. During the Cut -Over to production section of Phase 4, Cayenta will install the Cayenta Financials Version 7.6 system into the production environment. Page 9 Company Proprietary & Confidential Cayenta Statement of Work Working with the City's Team, Cayenta Application Consultants will develop a plan for moving the Cayenta Financials Version 7.6 system into the production environment. The City Systems Analyst, Business Analysts, Project Manager and DBA will work with the Cayenta Project Manager and Application Consultants to develop a step-by-step Cut -Over plan Working with the City's Team, Cayenta Technical Consultants will install the Cayenta Financials Version 7.6 system into the production environment. Deliverables Cayenta will provide the following deliverables as part of the Phase. • Cut -Over Planning Assistance and Support to produce Cut -Over Plan • Cayenta Financials Version 7.6 running in Production environment The City will provide the following deliverables as part of the Phase: • Work with Cayenta and develop a Cut -Over Plan Document • Approve Cutover Plan Document • Technical staffing support for Software installation in Production environment • Technical staffing support to ensure Cayenta Financials Version 7 6 is running in Production environment • The City project team for pre -production review of the Cayenta Financials Version 7 6 production environment Phase 4: Constraints and Assumptions 1. Hardware and technical prerequisites will be in place by the City, in order to facilitate the installation of the Cayenta Financials Version 7.6 software 2 All testing will be complete and all critical incidents resolved prior to cut -over. Phase 5: Transition Purpose The purpose of the Transition Phase is to provide a smooth transition into production and to Cayenta's Support / Help Desk, for Cayenta Financials Version 7.6. Cayenta can provide extra training and coaching, support, as required during this phase and will be pleased to quote on these activities if requested. Deliverables Cayenta will provide the following deliverables as part of the Transition Phase: • Operations support as outlined in the City specific project plan • Technical support as outlined in the City specific project plan • Transition to Cayenta's Support / Help Desk Page 10 Company Proprietary & Confidential Cayenta Statement of Work The City will provide the following deliverables as part of the Transition Phase: • Technical Staffing support • Business operations support and end user coaching 3.2 General Constraints and Assumptions 1 It is the responsibility of the City to provide a working hardware platform with sufficient capacity to load Cayenta software. The hardware must be connected to any required network interfaces to provide user access to printing and terminal facilities in at least one training location. The City will indicate to Cayenta that the hardware is ready for Cayenta activities prior to the start of any Technical Services work. 2 The City will provide Citrix or Internet connections access to the system, tested and approved by Cayenta, prior to Cayenta coming on-site. Cayenta assumes that prior to , coming on site for any particular activity; the platform will be operational to the extent required for that activity. 3. The City participates with Cayenta in the installation process for the purposes of augmenting knowledge transfer. 4 The City Information Technology personnel must establish regular backup procedures to secure the new operating environment. Cayenta requires that the City provides system housekeeping as soon as the system is turned over to the City 5 For Cayenta tasks specifically outlined in the SOW, Cayenta is responsible for the first installation and the City is responsible for each installation thereafter, along with file and data conversion, changes in systems administration or operational procedures, changes in operating system setup and user access, changes in user procedures, changes in internal support and cutover to operation use 6. The City will ensure that all system users migrate to the Cayenta Financials browser interface at the time of Go -Live Other forms of system access will not be supported by Cayenta. 7. Cayenta conversion analyst will convert the FMS current year City data. All other datasets will be the City's responsibility to convert. If the City requires Cayenta staff to convert all of their data, this will require an additional Time & Materials work order The City has submitted a Data Migration Report and Cayenta adjusted the conversion costs based upon that Data Migration Report to include what was specified in the Report 8. The OMS Implementation will follow the Cayenta Financials "go -live" period. Please see Section 14 Items of Note regarding Implementation for details as well as Section 15 on Data Migration. 9 The City will staff the project with qualified resources that are familiar with the City's business processes and practices. These resources must possess the necessary competencies, capabilities, and dedication to complete the solution on time 10. The City will empower City implementation core members to make decisions related to configuration and business processes. 11. The City recognizes that competing initiatives may be a risk and a challenge to the Page 11 Company Proprietary & Confidential Cayenta Statement of Work project team and the implementation. The City will be responsible to ensure that the appropriate actions are taken to avoid any impact to the project schedule, staffing, and costs related to any competing projects. 12. The City project manager will be responsible for managing the activities of the City implementation team. 13 The City will not try to reinvent the legacy system, but will rather incorporate best practices, as long as they do not conflict with regulatory requirements, when possible and maximize the capability of the system to manage their business Page 12 Company Proprietary & Confidential Cayenta Statement of Work 3.3 Technical Requirements Hardware Installation The City, or their agent, will manage and coordinate delivery and installation of the server hardware, software and services by a third party vendor managed under separate contract. This includes: • Responsibility for all hardware and system software to be implemented • Responsibility for the server footprint and necessary space within the data center to accommodate the hardware configuration • Responsibility for cabling and installation of the server hardware configuration including connection to the main power supply and uninterruptible power supply (UPS) • Responsibility for server installation and training services (Note: that the City is responsible for installing or upgrading to Cayenta supported versions of operating systems). The City will provide all other hardware required to support the solution, including the: o UNIX Server / Windows Server; o Cayenta Financials Tomcat/Java Server o Citrix Server, if applicable The City will arrange for a third party provider under separate contract to conduct hardware platform, operating platform, and operating procedure training if necessary. Cayenta will coordinate project start-up activities with the City's schedule for hardware delivery and installation. The City will notify Cayenta when the hardware has been delivered, certified and accepted by the City and ready for software installation It is essential that the City contact Cayenta and confirm that all the appropriate hardware has been delivered and configured in advance of the Cayenta employee's departure from Vancouver Cayenta will not commence the services until the City has notified Cayenta that all appropriate hardware has been delivered and configured The City will connect the server hardware to the City's existing network. The City will provide the network infrastructure required to support connectivity between the City's server environment and the City's desktop environment. The network infrastructure must be 100 Base -T or better. Slower network connections between the servers and the installation station will hinder the installation and configuration process. The City will implement and maintain a high-speed connection for remote access to the City's server environment by the Cayenta product support center. Remote Access Remote access, as defined below, must be available before the Cayenta software is installed at the City Cayenta requires remote access to the Cayenta applications on the City's network and Internet access to Cayenta's support servers to download files during and after installation. Privileges that are required on the server to complete the installations should be provided to Cayenta. At any time, Pre and Post Go -live, Cayenta support personnel may require remote access to Page 13 Company Proprietary & Confidential Cayenta Statement of Work the Cayenta applications in order to resolve any issues with the City's system or setup In order for Cayenta support services to provide efficient, remote support, Cayenta requires secured VPN, Terminal Services or Remote Desktop access to the City's Cayenta systems Cayenta can use the City's CheckPoint SecureRemote VPN client as access. At a minimum, the City must be willing to establish remote connectivity (via the Internet) for Cayenta, without the use of any access method that would be incompatible with Cayenta's existing support infrastructure (i e The City's VPN or proprietary hardware). The Cayenta applications will operate in TCP/IP Protocol network environment. Cayenta's Cayenta Financials Version 7 6 application makes use of Microsoft Word 2000 for printing and viewing certain core reports and also uses Microsoft Excel 2000 to facilitate scripting and automating certain batch processes. Therefore, the City must ensure that these Microsoft Office 2000 applications (or later versions) are installed on any City production and/or training workstations that will use the Cayenta Financials Version 7.6 application, prior to the project commencement. Any training and installation workstations must also have high-speed access to the Internet prior to the time of installation and during the entire configuration process. NOTE- Cayenta recommends installing a remote management utility on these windows servers. Apache only currently supports the Tomcat processes running from DOS batch files, not as NT services As a result, the Tomcat processes require that they be run from the login console and therefore a remote console control utility such as WinVNC is very useful. 3.4 Cayenta Project Management Methodology Cayenta will provide a Project Manager through all phases of the project for each of the Cayenta software applications While Cayenta has agreed to jointly administer the Master work plan, Cayenta does not assume the City's responsibility for management of its obligations set forth herein, or the management of other vendors and suppliers retained by the City Cayenta will assist the City's Project Manager by providing advice, attending scheduled meetings at agreed-upon intervals, and reporting at monthly intervals on the progress of Cayenta deliverables as documented in this Statement of Work. The Cayenta Project Manager will be responsible for the following tasks: • Establish Cayenta resource allocation and provide ongoing management of such resources in order to meet the dynamic needs of the BPU's project schedule • Manage all contract documentation • Develop and manage a project schedule that incorporates all project activities in consultation with the City's Project Manager Cayenta and the City will collaborate to develop the initial written project schedule. The Project Managers will assume overall Page 14 Company Proprietary & Confidential Cayenta Statement of Work responsibility for ongoing administration of the project schedule including delivery, establishment of controls, and tracking of the project schedule • Manage delivery of contracted software and services pursuant to the contract and/or change orders to the contract, which includes ensuring that all such commitments are included in the Project Work plan. • Monitor contract dollar utilization against contracted dollar amounts, referencing the Statement of Work. Provide to the City monthly reports on the project's schedule and budget. • Track all development and reporting deliverables and ensure that these are specified, reviewed and approved by the appropriate City representatives before work is undertaken • Participate in the structured reporting of software performance anomalies using the Cayenta Tracker and assist in the prioritization, completion, delivery and sign -off of all Tracker fixes in consultation with the City's Project Manager • Serve as the central point of contact for all Project Team members to facilitate information gathering and act as the central facilitation point for resolution of any problems or issues. • Monitor project progress and prepare a monthly risk assessment with the City PM reflecting project progress, risks and strategies for risk mitigation. Deliverables: The project manager is responsible for the following deliverables. 1 Cayenta resource scheduling 2. Project Work Plan 3 Monthly project status reports 4. Contract and Change Orders (delivery, scheduling and compliance) 5 Project Budget status reporting (part of monthly status reports) 6. Approved specifications for all development and reporting deliverables 7. Tracker scheduling and delivery schedule PROJECT SCOPE AND CHANGE MANAGEMENT Successful implementation of this software requires a coordinated effort by Cayenta and the City. Each party contributes an essential piece of the project: Cayenta will provide the product knowledge, the methodology and the implementation expertise, the City will provide the business knowledge, appropriate implementation team members and timely business decisions. By carefully managing all aspects of this project, Cayenta, and the City will be able to implement the system on time To achieve this, the City will provide a Project Manager responsible for the direction of the City's employees and policies on this project. Cayenta will provide a Project Manager responsible for planning and coordinating all Cayenta deliverables under the signed contract. The key to the success of this implementation approach is executive and management commitment on the part of the City and Cayenta All management teams must work together to manage the scope of the project and to quickly address project risks and resolve issues brought to them by City and Cayenta Project Managers. The Cayenta Project Manager will prepare an initial project schedule using Microsoft Project. Together, the City and Cayenta Project Managers will refine the project schedule so that it meets the specific requirements of the City implementation Cayenta will document the project Page 15 Company Proprietary & Confidential Cayenta Statement of Work schedule and both parties will sign off on it during the initiation phase of the project. The Project Managers will conduct regular progress reviews of the project and milestones and adjust the project schedule as required. This review will occur once a month. For the purpose of clarification, a scope change will be defined as any material change to the project implementation methodology that impacts the project cost and delivery schedule. Should a scope change be necessary the change order will be priced in accordance with the then current rates as outlined in the Statement of Work. All scope changes must be submitted on the form attached to the Master & License Agreement as Appendix E and signed by the appropriate signing officers of both parties Such scope changes shall become an addendum to this Statement of Work. 3.5 Project Teams The City Project Manager is responsible for the overall direction of the project. Cayenta will provide a Project Manager responsible for planning and coordinating of all Cayenta deliverables described in this statement of work. Together, the Project Managers will develop a project plan that will outline the appropriate timeframe for this implementation. The project managers will conduct regular progress reviews of the project Either party may request the removal of a project team member for reasonable cause or the other party will make every effort to remove the individual and replace him/her with another resource within a reasonable period of time. Staffing issues will be resolved between the Project Managers Cayenta will make efforts to maintain a stable project staff for the life of the project and to minimize disruption to the Project Team. Cayenta requires that the City provide qualified resources that shall be mutually responsible for meeting the mutually agreed upon project schedule and milestones for implementation of the Cayenta Financials and Cayenta Operations Management software Either party may request the removal of a project team member for reasonable cause or the other party will make every effort to remove the individual and replace them with another resource within a reasonable period of time Staffing issues will be resolved between the Project Managers. Cayenta and the City will make efforts to maintain a stable project staff for the life of the project and to minimize disruption to the Project Team The City is required to supply the following resources to the project teams Cayenta Operations Management (OMS), Cayenta Financials (CF) Project Manager Business Analysts/Trainers The Project Manager must be capable of initiating appropriate changes to the hardware, software, personnel and processes, if required. The City should have a dedicated Project Manager to handle both of the implementation projects The Project Manager will be essential in ensuring that The City resources and deliverables are managed properly. Business Analysts are City employees with sufficient experience and authority to fully participate in the design of business rules and the configuration of the Cayenta software Business Analysts are chosen from each of the business areas covered by the new system. Business Page 16 Company Proprietary & Confidential Cayenta Statement of Work Page 17 Analysts are assigned to the project on a dedicated basis Business Analysts will also become key persons in providing end-user training The following functional areas will need to be covered (one individual may provide support in more than one functional area). Finance Representative(s) (50%-100%): CF / OMS 1 to 3 people. This person(s) will be a key contributor in regards to determining any Chart of Accounts restructuring, ensuring that the business needs are met and that all Finance requirements are being properly managed for the CF and OMS implementations The Finance representative(s) will participate in the GL Configuration Workshop, the Job Costing workshop, provide Acceptance Testing support and make business decisions for the Finance group Due to the high level of involvement in both phases of this project, at least one dedicated representative is needed. Whether 1, 2 or 3 participants are needed depends on how the City has organized its Finance group, the particular skill sets of the potential team members, and employee availability. The Finance Representative(s) may also be required to access and coordinate the participants from each of the departments that are implementing Job Costing and OMS. If only one representative is involved in the project, this person would require 100% participation in the project. Accounts Payable Representative (75%-100%): CF This person must participate fully in the Configuration Workshops, provide business knowledge and make business decisions with regards to the implementation of the AP Module As well, this person will participate in the Acceptance Testing as it pertains to this module, and will involve others on an as needed basis. Purchasing Representative (75%-100%): CF This person must participate fully in the Configuration Workshops, provide business knowledge and make business decisions with regards to the implementation of the Purchasing Module As well, this person will participate in the Acceptance Testing as it pertains to this module, and will involve others on an as needed basis Departmental Representation for OMS & Job Costing (50%): CF/OMS Each department that is planning to implement Job Costing and each department that is planning to use OMS (e g Fixed Assets, Work Orders) will need to provide a representative to the implementation team They will be required to provide the following support to the project: • Participate in the configuration workshops for Job Costing and OMS (fixed assets, work orders, requests, Company Proprietary & Confidential Cayenta Statement of Work Subject Matter Experts Systems Analyst or IT support Database Administrator inventory). • Provide business knowledge to allow the systems to be properly configured to meet business needs. • Provide input and approval for business process change • Provide departmental buy -in and agreement to necessary corporate standards • Provide input and support to the acceptance testing team. If departmental needs are similar, it may be possible to have one person represent the requirements for more than one department. Throughout the project, there will be need for non -team members that have expertise in various aspects of the City's business to participate in discussions and decision making as it relates to the implementation of the Cayenta software and changes to business practices These individuals will be called upon as needed and their time scheduled as much in advance as possible The City should provide IT support for different aspects of the project. Depending on the skill sets available, this support may be provided by one or several people. This person(s) will be key in regards to providing the following assistance to the project team • Environmental setup support (e g. Citrix/network connectivity, workstation problems) • Hardware issue resolution (printer problems). • Instance management of Cayenta's applications A DBA familiar with the Legacy Database should be assigned @ 25% to this project to provide assistance on the following tasks • Is a committed individual for the full length of the conversion project • Should be completely familiar with the City's Legacy system and data architecture • Will assist in analyzing all conversion and data related technical issues and strategies with relation to the Legacy system. • Will be in constant contact with the Cayenta's Conversion Resource in order to revise all technical issue and strategies and their impact to the conversion Page 18 Company Proprietary & Confidential Cayenta Statement of Work Legacy System Analyst The Legacy System Analyst should be very familiar with The City's legacy Financial and Operation systems and the business processes supported by the systems. - Cayenta recommends that one Legacy System Analyst be assigned for each system. This is especially important for the Data Conversion tasks and the this person should be available 100% of the time • Is a committed individual for the full length of the conversion project • Should be completely familiar with the City's Legacy system and the related business processes. • Will assist in analyzing all conversion related technical issues and strategies with relation to the Legacy system. • Will be in constant contact with Cayenta's Conversion Resource in order to revise all technical issues and strategies and their impact to the conversion. The Cayenta Project Team will be comprised of the following team members NOTE None of these resources are full-time, 100% assigned to the City's project, their involvement will be determined by the project schedule. Cayenta will endeavor to keep the same resources assigned for the duration of the project as we acknowledge the importance of continuity. Project Manager Application Consultants A Project Manager from Cayenta will be responsible for managing the implementation of Cayenta Operations Management and Cayenta Financials The Cayenta Project Manager will work closely with the City Project Manager to ensure that the project is completed on time The Application Consultants are the application specialists who run the configuration workshops, configure the system and provide acceptance testing support both on- site and remotely Different Application Consultants will be involved in the implementation of each of the different Cayenta software products. Data Conversion Analyst The Data Conversion Analyst is responsible for running the initial data conversion workshop and preparing the data conversion plan. • Will do the analysis, design, development, unit testing and integrated testing of all conversion applications and modules. • Will perform audits on converted data at various project milestones • Will relate conversion technical issues to the Project Manager. Page 19 Company Proprietary & Confidential Cayenta Statement of Work Report Developer Technical Consultants The report developer may be a Cayenta specialist or an Application Consultant depending on the complexity of the reporting requirements. The Technical Consultants are the specialists who will ensure that the all software is loaded and configured such that the Cayenta Financials application is able to operate properly. Page 20 Company Proprietary & Confidential Cayenta Statement of Work Section 4. Software Installation Software to be installed The following software products (with associated functionality) will be installed Cayenta Financials • General Ledger • Budget Control • Accounts Payable • Purchasing • Fixed Assets • Misc. Accounts Receivable Operations Management • Asset Management • Work Orders • Job Costing • Inventory • Equipment • Preventive Maintenance Cayenta Financials performs equally well on all three industry standard UNIX platforms (SUN, AIX and HP) as well as on Windows Servers. It solely depends upon the client to choose the platform that fits their current standard la. Windows Database Server (Minimum Specifications) • 1 -CPU XEON-class MS Windows 2000/2003 Server • 2GB memory • 2x40 GB disk (mirrored) with enough space to contain client's current database doubled in support of conversion and test instances as well as production • 10/100 Mb Ethernet Adapter • DVD/CD-ROM drive Operating System - Microsoft Windows NT/2000/2003 Server 1b. Windows Database Server (Optimum Specifications) Operating system(s) with version number Microsoft Windows 2003 Server R2, 64-bit Minimum CPU 2CPUs, 2Ghz+ dual or quad -core Minimum hard drive 2x100GB mirrored for O/S 400GB RAID 1+0 drives for data Minimum RAM 16GB memory Minimum Network adaptor 100MB, 1GB strong recommended 2a. Application Server (Minimum Specifications) • 1 -CPU Pentium IV -class MS Windows 2000/2003 Server • 2GB memory Page 21 Company Proprietary & Confidential Cayenta Statement of Work • 2x40 GB disk (mirrored) • 10/100 Mb Ethernet Adapter • DVD/CD-ROM drive Operating System - Microsoft Windows NT/2000/2003 Server 2b. Application Server (Optimum Specifications) Operating system(s) with version number Microsoft Windows 2003 Server R2, 64-bit 2 CPUs, 2Ghz+ dual or quad -core Minimum CPU Minimum hard drive free space 2 x 80 GB disk (mirrored for O/S) 2 x 100 GB drives for reports/ application Minimum RAM 8GB memory Minimum Network adaptor 100MB, 1GB strongly recommended 3a. Cognos Report Server (Optimum Specifications) • 1 -CPU XEON-class MS Windows 2003 Server (Single CPU preferred as Actuate is licensed per CPU • 2 to 4 GB memory • 2 x 18 GB disk (mirrored for O/S) • 2 x 40 GB drives for reports and application • Gigabit Ethernet Adapter • DVD/CD-ROM drive Operating System - Microsoft Windows 2003 Server Cognos is very resource intensive and will require its own server as it will very likely affect the rest of the application's performance at certain times, especially when you least expect it to 4a. Client Workstations (Minimum Specifications) • Windows NT, 2000, XP clients (desktops) • Pentium IV Class recommended • 256 Mb memory (512Mb recommended) • 10Gb disk • 10/100Mb Ethernet adapter • DVD/CD-ROM • 1024x768 resolution monitor capability 4b. Client Workstations (Optimum) • Windows XP clients (desktops) • Pentium IV Class recommended • 512 Mb memory (1GB recommended) • 10Gb disk or greater • 10/100Mb Ethernet adapter • DVD/CD-ROM • 1024x768 or greater resolution monitor capability Client/Server Minimum Requirements • 10/100 switched TCP/IP enabled network connection on the client's PC's • 100+ switched TCP/IP enabled network connection on the server's Page 22 Company Proprietary & Confidential Cayenta Statement of Work • Supported network environments include Novell (with TCP stack) and Microsoft NT/Win 2K/XP • Oracle 9i network client installed on the MS Windows Servers • Microsoft 2003 Server 64bit on the database server Vendor Self Service Server Requirements Operating system(s) with version number Microsoft Windows 2003 Server Minimum CPU • 1 CPUs, 2Ghz+ dual or quad -core Minimum hard drive free space • 2 x 40 GB disk (mirrored for O/S) • 2 x 80 GB drives for reports/application Minimum RAM • 4GB memory Minimum Network adaptor 100MB, 1GB strongly recommended Page 23 Company Proprietary & Confidential Cayenta Statement of Work Section 5. Budget and Travel Expenses The services listed below are Fixed Price and Fixed Effort basis for the defined scope of work. Quoted in United States currency. — „ 1310tialSeiciiieg,,, '„ , .,- ' , '.1:,,': ' - •e:: , . ' Phase Number of Trips Carrie Core Rnancials, Purchasing 8,111.trkOrdets Total $25,2061 , $54,280; --1 Rise I —RctcjeIritietion ad Dsccvery $8,750 Rise II —Corfigxation Re III —Trainirg Uit/Integation Testing •rza, 093: $20,310' $14,780i 4 _ Phase IV— Froducticn Read ress $5,250 Rase V— Tra-sition to &god 5 Ceta Conversion $8,750 $35,000; Techical Services Core Financials 5 $1,750 $8,750 $226,340: 3 Estimated Travel Costs Phase Number of Trips [Price Per Trip Total Discovery 5 $1,750 $8,750 Configuration Core Financials 3 $1,750 $5,250 Operations 5 $1,750 $8,750 Training Core Financials 5 $1,750 $8,750 Operations 3 $1,750 $5,250 Go Live 3 $1,750 $5,250 Transition 3 $1,750 $5,250 TOTAL 27 $47,250 Page 24 Company Proprietary & Confidential Cayenta Statement of Work Section 6. Travel Expenses All traveling will be paid on a time and material basis. This includes the following: • Airfare • Lodging • Per Diem • Transport • Parking (if required) PROJECT TRAVEL POLICY General Cayenta personnel will be reimbursed for expenses incurred while traveling on business for the project. All expenses, other than Meals (per diem) and Business Miles, must be supported with receipts. If Cayenta personnel agree to stay over a weekend at the City site or at another location other than their home resulting in a savings to the City, the Cayenta personnel will be reimbursed for weekend accommodations/car rental/meals expenses providing the trip comparisons are approved by their Project Manager. Administration of all travel bookings will be coordinated between the Cayenta and the City Project Managers. Airfare All airfares should be for coach/economy class on the least costly, safe carrier who offers a reasonable schedule Decline all travel insurance. Cayenta personnel are expected to plan their flights as far in advance as is practical, permitting the use of discounted fares Although frequent flyer program points can be accumulated for personal use, Cayenta personnel are required to place economy of travel ahead of maximizing travel points in making decisions. Accommodations Cayenta personnel should arrange the least costly hotel capable of providing safe and convenient housing for business travelers (web booking, work desk in room, high speed internet included, breakfast included, etc) Meal per Diem A per diem allowance of $50 00 USD will be claimed This allowance doubles for weekend and holiday travel/work. Ground Transportation Cayenta personnel should rent a compact car. An appropriate, larger vehicle can be rented Page 25 Company Proprietary & Confidential Cayenta Statement of Work when the number of persons to be transported requires it. Gasoline costs associated with the use of rental cars will be reimbursed Cayenta personnel are requested to refuel rented cars prior to returning them to the rental company Decline the collision damage insurance Cayenta personnel should refrain from drinking alcoholic beverages when operating a vehicle in connection with their duties. Parking costs, tolls, mileage to and from the airport which are incurred while traveling on business are reimbursable. Page 26 Company Proprietary & Confidential Cayenta Statement of Work Section 7. Interfaces and In Scope Modifications Interface Requirements Analysis A Cayenta Consultant is responsible for determining the specific interface requirements of the City and matching those requirements to the standard Cayenta Financials (CF) and Cayenta Operations Management (OMS) interface file layouts to determine the level of programming customization required. Cayenta will utilize the Interfaces identified during the City's due diligence and product confirmation activities as the baseline for Interface Requirements Analysis. Business Requirements will be defined during the Interface Discovery with the Consultant. These interfaces will include, but not limited, to third (31d) party vendors such as payroll downloads for Federal and State Reporting. Interface Development Methodology Cayenta Development will design, code and unit test all interface requirements based on the results of the Requirements Analysis Phase, which occurred in the pre -contract process. Deliverables Customized Interfaces as specified in the Discovery Documents Interface and In Scope Modification details The interfaces and in scope modifications defined in the sections below are a part of the scope of this Statement of Work. • City P -card interface with a single City bank • Positive Pay interface file with a single City bank for accounts payable checks • Interface to legacy financials (Key Stone) until "Go -Live" on the General Ledger module • Interface to the City's legacy work order and purchasing system (AIMMS) until "Go - Live" on the purchasing module and the OMS system • Interface from the City UMS software to Cayenta Financials • Interface from the City Payroll software to Cayenta Financials • The City of Yakima will need to provide a text import file for equipment rental odometer readings to import to Cayenta The City currently uses Petro Vend/Phoenix for Windows The file should contain Date, pump location, stock number for fuel, quantity using three decimal places and the equipment number in the specified Cayenta format. • The City relies heavily on the identification of a NIGP code for each item purchased and will need to have the NIGP codes automatically loaded and updated within the Purchasing Module. The NIGP code will need to be identified on each item purchased on the requisition form, purchase order, and invoice Reporting by NIGP code is necessary by Washington State law and is a requirement of this implementation Cayenta will need to offer a modification or mutually agreeable alternative to handle the tracking and reporting required by the City in relation to NIGP codes SCR #22844 Page 27 Company Proprietary & Confidential Cayenta Statement of Work Page 28 • Cayenta will need to increase the number of 'vendor pay-tos' (remittance addresses) for each vendor Cayenta currently includes only 9 additional addresses for each vendor The City will need at least 99 additional addresses for each vendor. SCR# 22845 • The Cayenta requisition number has a 2 character prefix followed by the actual requisition number (i e. PR 12345) The City requires a larger requisition number or an alternative use of the current Cayenta requisition number structure as they already have more than 99,999 requisitions in their legacy system. • The Cayenta purchase order number follows the same format as the Cayenta requisition number with a 2, character prefix followed by a 5 digit number. The City would like to investigate alternatives to that option by possibly using the prefix to represent the year followed by a 5 digit purchase order number. A modification or mutually agreeable alternative will be required • The City relies heavily on a 'buyer' field which is currently on their legacy requisition form This field is used to determine the route followed in an approval process and the conversion of a requisition to a purchase order. Cayenta will need to include a 'buyer' field on the requisition screen or offer a mutually agreeable alternative SCR# 22846 • Cayenta may need to offer a modification or mutually agreeable alternative to accomplish the City's approval routing methodology within their purchasing process. Currently, each person who creates a requisition in the City's legacy system (AIMMS) is assigned a requisition dollar limit and a requisition approver. If the requisition item amount is below the approval amount the requisition is automatically approved. If the user creates a requisition item above his/her dollar limit the requisition gets routed to the approver The approver can approve the requisition, reject the requisition or route the requisition back to the originator for changes If the approved requisition is above the approver's dollar limit the requisition then gets automatically routed to that person's requisition approver (and on up to the City Manager). Additionally, the approver can route the requisition to someone else to approve. Cayenta's approval templates do not appear to be a very good fit for this process, as the user would have to select from many different approval templates when creating a requisition (select an approver and a dollar limit) • Cayenta may need to offer a modification or mutually agreeable alternative to process vendor tax accrual within the Accounts Payable module. Currently, if the City receives an item from out of state that does not have tax on the item, and that item is a taxable item, then tax is added to the invoice by A/P staff and then the tax is 'accrued' in our the City's legacy software The tax is not paid to the vendor, but the 'accrued' tax is recorded and a report is later generated for the month and the accrued taxes are paid to Washington State. • Currently the City will release specified dollar amounts on a "service purchase order" (i.e a purchase order is created for the full dollar amount and as services are rendered, the vendor is then partially paid and the purchase order is drawn down by dollars vs items). Cayenta will need to illustrate this option or offer a mutually agreeable alternative to accomplish this task. • Currently the City has the ability to identify a mismatch within a purchase order which then causes the invoice voucher to 'suspend' and not be paid until the mismatch is resolved by the buyer indicated on the purchase order. An example of a mismatch would be. the city receives 2 units but was billed for 3, or the PO has a unit price of $100, but the invoice comes in with a unit price billed at $200 A Company Proprietary & Confidential Cayenta Statement of Work mutually agreeable process will need to be created to accomplish the suspension of payment. • As part of the City's initial due -diligence process, a discovery process was conducted with City staff and Cayenta staff Those documents are referenced in Section 13 of this Statement of Work to supplement the information provided in this Statement of Work. Further discovery will be required as part of this contract and Cayenta will not rely solely upon the original discovery documents as processes within the City may have changed from the date of the original discoveries. • The Cayenta system does not appear to credit a work order for returned stock items and the City will need an alternative to handle return stock items. • The Cayenta system does not appear auto -generate the next stores sequential number and the City will need an alternative to an auto -creation of stock items. Cayenta Responsibilities: Gather requirements with the City to develop Business Requirements Documents (BRDs) and create Functional Requirements Documents (FRDs) for key Modifications and Interfaces Develop Modifications and Interfaces after the City signs -off of Functional Requirements Documents. Conduct Initial Acceptance Testing prior to delivery Cayenta Deliverables: Provide up to seven (7) days of Modification requirements gathering. Provide up to three (3) days of Interface requirements gathering. Create BRDs and FRDs for key Modifications and Interfaces. Code Modifications and Interfaces for approved FRDs which fall within the funding of the project as described in this SOW Perform Acceptance Testing prior to delivery of Modifications and Interfaces City Responsibilities: Provide key business area analysts who will participate in the Requirements Gathering Sessions and development of the Business Requirements Documents (BRDs). Review and sign -off of FRDs Perform Acceptance Testing Modifications and Interfaces in conjunction with Application Consultant. Milestone: The Modification FRD milestone will be achieved when the Modification FRDs are signed -off by Page 29 Company Proprietary & Confidential Cayenta Statement of Work the City The Interface FRD milestone will be achieved when the Interface FRDs are signed -off by the City The Final Modification milestone will be achieved when the Modifications are delivered to the City for testing. The Final Interface milestone will be achieved when the Modifications are delivered to the City for testing. Page 30 Company Proprietary & Confidential Cayenta Statement of Work Section 8. Data Conversion Conversion Process Overview Cayenta's Conversion Methodology is a comprehensive and proven process designed to facilitate the complete and successful conversion of data from any legacy system into Cayenta's software products. The Methodology is comprised of a series of phases, each containing several tasks that perform specific functions or units of work within the scope of the conversion process 1 Scripting: In most cases Cayenta will use application scripting which bypasses our application screens and allows uploading data via Excel to the Cayenta tables in our system. 2 Loading Legacy Data: If the legacy systems are already on Oracle then Oracle export/import are used to copy the legacy data If the legacy system isn't already based upon Oracle then the preferred method is to transfer the data to a sequential file format using tools available on most legacy systems then load the data via the Data -tool (Cayenta tool which handles various types of data sources and loads into Oracle) 3. Data Manipulation: PL/SQL is then used to manipulate data and load the staged data into Cayenta Financials tables. Filtering and translation takes place in this stage Cayenta Responsibilities: Data Mapping • The Data Mapping Analysis document defines the mapping between the City's legacy database and the Cayenta Financials and Operations Management Interface files. The mapping analysis will be delivered to the City in accordance with the approved Project Schedule for review and acceptance before the Data Conversion begins Data Conversion Plan • The Data Conversion Plan defines the details of the conversion process, responsibilities of each party related to Data Conversion, effects of configuration on the conversion, specific business rules identified during implementation and decisions that affect the conversion The Data Conversion Plan will be delivered to the City in accordance with the approved Project Schedule for review and acceptance before the Data Conversion begins Source Data • The Source Audit Plan defines the audit process and the queries to be run against each set of source data delivered by the City. This document will define the acceptance criteria for the Source Data. The Source Audit Plan will be delivered to the City in accordance with the approved Project Schedule for review and acceptance before the Data Conversion begins. • Cayenta will conduct a Source Audit. The Source Audit evaluates the results of the audit queries run against the source data received from the City This audit will score the data against the acceptance criteria defined in the Source Audit Plan. Company Proprietary & Confidential Page 31 Cayenta Statement of Work Target Data • Cayenta will conduct a Target Audit. The Target Audit evaluates the results of the audit queries run against the target data following a conversion by Cayenta This audit will score the data against the acceptance criteria defined in the Target Audit Plan • If the acceptance criteria are not met, then Cayenta will re -perform the associated areas of the target data that were found unacceptable so that testing can continue. City Responsibilities: Data Mapping • The City must provide one or more database resources that are knowledgeable with the legacy system data structures and use to participate in the data mapping exercise. Data Conversion Plan • The City must review and approve the Data Conversion Plan before development will start. Source Data • The City is responsible for source data clean up prior to conversion • The City is responsible for extracting the source data from the legacy system and delivering.it to the conversion staging tables in the format agreed to in the data conversion plan Data Conversion Scope - The data included within the scope of the data conversion is limited to the minimum required to operate the System as follows • Accounts Payable Supplier Master: Conversion of Suppliers for Accounts Payable, Purchasing and bid processing including Prior YTD Totals • Inventory Master: Conversion of the Part Master for all locations and/or Warehouses including Starting Inventory Balance. Inventory transaction history will not be converted within the conversion figures of this SOW • General Ledger Distribution Code Master: General Ledger Distribution Code Master including funds, department, accounts, projects, assets • Assets: Conversion of current assets into asset area's and asset types. • Fixed Assets: Initial Add Value converted with the following details: Purchase Date, Depreciated to Date, Depreciation End Date, Cost, Book Value, and Accumulated Depreciation • Work Orders: Work Order History is not included in the conversion figures in this SOW. • Classic Accounts Receivable: The customer file will be converted with current outstanding balances. Page 32 Company Proprietary & Confidential Cayenta Statement of Work Section 9. Reports Reporting Requirements Analysis Cayenta will deliver the Cayenta Financials and Cayenta Operations Management standard core reports for each of the applications. Custom Reports Information for customized reports will be supplied by the City and a Cayenta Report Developer will modify the text for the following eleven (11) core reports: • Work Order • Accounts Payable Check • Accounts Receivable Invoice • Accounts Receivable Statement • Receipt • Purchase Order Form • Bid Form • Financial Statements including. Revenue and Expense Statements, Trial Balance, Income Statement Page 33 Company Proprietary & Confidential Cayenta Statement of Work Section 10. Documentation Cayenta will provide the following documentation• • System and user documentation for all Cayenta programs listed in the License Supplement attached to the Master & License Agreement as Exhibit A, including all documentation provided by Third Party vendors • Modification of the documentation as required to reflect the City customization • At least one master and one copy of systems documentation for hardware, operating software and applications software, as well as system administration documentation and training manuals • Electronic copies in MS Word format or HTML The City develops the operational procedures relative to its situation and environment. Cayenta provides Application and User reference guides in electronic format (Microsoft Word for Windows or HTML) The City may use these, as a basis for developing its Operational Procedure manuals, should it so desire. (Copyright of Cayenta materials should be acknowledged.) REFERENCE GUIDES Reference Guides have been created by on-site personnel to document best practice and setup information for the Cayenta products The documents are beneficial during the initial setup process and after go -live for process changes. The guides are regularly updated and available to customers via our website. Cayenta Operations Management Reference Guides exist for the following functional areas. • Cognos Reporting • Work Order Management, • Asset Management • Fixed Asset Management Cayenta Financials Reference Guides exist for the following functional areas • Accounts Payable • Bids and Quotes • Departmental Security • Equipment • General Ledger • Classic Accounts Receivable • Inventory • Job Costing • Menu Management • Purchasing Page 34 Company Proprietary & Confidential Cayenta Statement of Work • Stores Orders • Systems Management Page 35 Company Proprietary & Confidential Cayenta Statement of Work Section 11. Performance Measures The City will be responsible for the acquisition, installation, acceptance and ongoing operation of the System's data communications and local/wide area network infrastructure. The City will connect the server hardware configuration to the existing network utilizing an Ethernet adapter and the TCP/IP protocol Network contention, i e users competing for network resources measured as Ethernet or IP packet collisions, is assumed to be at such a level as to not be a contributing factor to the Cayenta System performance Therefore, it is the City's responsibility to supply and maintain a high performing and scalable network infrastructure between the servers in the data center, as well as the City's representative's access to the datacenter. It will also be the City's responsibility to monitor its network traffic, collisions, errors, latency, and load, and provide network statistics to verify that the network performs within the following tolerance and is not the cause of poor System performance, impacting the guarantee stated herein. • Maximum network contention (server to server packet collision rate) = 15% over a 1 hour period • Maximum network contention (client to server packet collision rate) = 25% over a 1 hour period • Average network latency (server to server) < 15ms over a 1 hour period • Average network latency (client to server) < 60ms over a 1 hour period Cayenta guarantees that their System will meet the performance requirements listed above if the City acquires the recommended hardware, or hardware of similar or greater capabilities. In the event that the performance requirements are not achieved during Acceptance and the Warranty Period, Cayenta will, at its own expense, provide the necessary hardware or Software Enhancements required to achieve the stated performance requirements. Page 36 Company Proprietary & Confidential Cayenta Statement of Work Section 12. Supplemental Services Additional services will be made available at Cayenta's then current standard rates if the City's requirements change or the scope of the project is altered. Cayenta reviews its rates annually effective January 1st of each year Such increases will reflect the cost of retaining and attracting the core of expertise. The City can request supplemental services through the project Change Control process Rates Project Manager $175 00/hr USD Technical Consultant $175.00/hr USD Application Consultant $175.00/hr USD Developer $150 00/hr USD Extended Support Extended Support is available to Cayenta customers when software support is required outside of Cayenta business hours Extended Support Services can be arranged by contacting your Account Manager. At least 48 business hours notice should be given to guarantee support staff availability. Support for the requested time period will be provided by a Cayenta employee(s) equipped with a pager or cell phone. Cayenta employees providing the on-call service will have dial -in capabilities to the Cayenta Canada offices and, if possible, to the Customer's system. The following are rates for Extended Support Services, per Cayenta employee on call (carrying a pager or cell phone): US$25 for each hour during regular shift (7AM to 11 PM PST) US$50 for each hour during overnight shift (11 PM to 7AM PST) For work performed in response to a pager/cell call, the following rates apply. US$250/hr for each hour or portion of an hour spent time by Cayenta staff on actual problem resolution There is a minimum charge of $200 per day for any pre -arranged support service. Continuance The above Project Services fees include project management, technical services and implementation assistance as described above These are based on the assumption that the Live Operation dates for the products remain as specified in the Project Schedule section of this Statement of Work. In the event that the City unreasonably extends the project beyond these dates or requests work beyond the scope as specified in this Statement of Work, the City agrees that additional fees for Project Management and other required Implementation Assistance along with reimbursement for related travel and living expenses incurred may apply. These proposed fees would be mutually considered and agreed between Cayenta and the City. Page 37 Company Proprietary & Confidential Cayenta Statement of Work Section 13. Original Discovery Documents & Notes City of Yakima GL Core Discovery Document completed December, 2009 City of Yakima Operations Discovery Document completed December, 2009 City of Yakima Data Migration Document submitted on February 25, 2011 Page 38 Company Proprietary & Confidential Cayenta Statement of Work Section 14. Items of Note regarding Implementation The Cayenta OMS implementation is really a project unto itself after the implementation and "go -live" of Cayenta Financials. After the initial implementation of the Cayenta OMS Software to a single division, the City will then roll out the replacement of their AIMMS software, division by division This process will be further complicated since the AIMMS OMS divisions use AIMMS for purchasing, and would need to continue to use AIMMS for purchasing until they are migrated to Cayenta. The reason for this approach is that the City has so many users of AIMMS with different divisional requirements that it does not seem feasible to move every AIMMS user and every division over to the new Cayenta OMS software at the same time. It will be a phased approach orchestrated and implemented by the City Cayenta will play a significant role in the initial implementation of the Cayenta OMS Software The City will then take a "train -the -trainer" approach to move each of their subsequent divisions onto the Cayenta OMS software The Cayenta OMS Implementation will follow the Cayenta Financials "go -live" period The Cayenta OMS will be implemented incrementally for each division that will use the Cayenta OMS Software Prior to an OMS division migrating to Cayenta, they will still be using AIMMS for OMS and purchasing (requisitions, purchase orders, A/P vouchers and checks). When a division using OMS is migrated over to Cayenta, the relevant data for OMS, and the related purchasing items should be migrated for that division only prior to OMS "go -live" for that division. The City will have access to the original conversion programs for the first division that goes live on Cayenta and then can maintain that conversion program for each of their subsequent divisions as needed. This methodology will require that the City have parallel Accounts Payable Processing o Checks will continue to be cut from AIMMS for divisions using AIMMS that have not yet migrated to Cayenta o Checks will also be cut in Cayenta for divisions that do not requirement maintenance functions. Due to the phase-in implementation, Accounts Payable and Purchasing staff will need to manage two systems — AIMMS and Cayenta. At this time we foresee AP processing payments from both applications We will need to issue a separate set of check numbers for Cayenta to avoid confusion in AP as well as in Finance during bank reconciliation process Purchasing actually will be managing three systems during the implementation — AIMMS, city Cayenta and county Cayenta Purchasing who is the current master of vendor number will need to ensure that the vendor numbers in AIMMS and city Cayenta are synchronized Another factor that must be considered is that payment data from AIMMS and Cayenta will need to be combined at the end of year to produce Misc 1099's. Currently, payment transactions from AIMMS are sent to an in-house application that generates our vendor M1099's How AIMMS and Cayenta vendor payments will be combined to produce miscellaneous vendor 1099s is to be determined and may result in a change order to cover development time if required OMS Divisions will be migrated separately and in a determined sequence (i e. Equipment Rental, then Water, then Streets, then Waste Water, etc) The Cayenta OMS "go -live" will be a process that will continue from after the Cayenta financials Company Proprietary & Confidential Page 39 Cayenta Statement of Work "go -live" period to when the last OMS division is migrated over to Cayenta The City will bear responsibility for the movement of each division after the initial division with the use of support services from Cayenta The Cayenta OMS Software is capable of interfacing to any ESRI-based GIS system, however, that interface is not specified in the Interfaces and Modifications Section of this SOW and would result in a change order to SOW. Vendor Self Service Notes — The Cayenta Vendor Self Module is integrated to the Cayenta Accounts Payable and Purchasing Modules which includes Bids & Quotes through the use of an API When a vendor fills out the VSSP screen to become a City -certified vendor, that information is validated against the existing Vendor File within the Cayenta Accounts Payable Module and the information is then put into an electronic format and it results in an "issue record" which requires approval prior to becoming a Vendor Master Record At the point where the data is validated via the approval process, a vendor number is assigned so that duplicate vendor numbers are not issued Page 40 Company Proprietary & Confidential Cayenta Statement of Work Section 15. Data Migration Analysis Report - City of Yakima Date: February 25, 2011 Subject: Data Migration Analysis Report — What AIMMS data needs to be migrated to Cayenta modules? Considering the number of divisions involved in this implementation we are proposing to implement in two phases with sub -implementations in phase 2. Phase 1: a) Implement Cayenta GL and migrate Keystone to Cayenta b) Implement selected Cayenta Purchasing features- Vendor Self -Service, Vendor Maintenance and Bids and Quotes c) City divisions not using work orders- Implement Cayenta Requisitions, Purchasing, Accounts Payable d) City divisions using work orders continue to use AIMMS as normal (Purchasing, Work Orders and Accounts Payable) e) Interface AIMMS transactions to Cayenta GL Phase 2: f) City divisions using work orders/stores- Implement Cayenta Operations Management and Purchasing Systems These divisions are Water/Irrigation, Water Treatment Plant, Waste Water Plant, Waste Water Collections, Storm water, Equipment Rental, Traffic Operations Signals/Signs, Engineering, Housing (ONDS), and Print Shop Within this step we will implement one division at a time depending on the size of the operation. g) Historical transactions 1) accessed via AIMMS 2) migrated to another database where a link can be created from Cayenta to historical transactions by equipment. Historical transaction data will be retained in the AIMMS program for archiving purposes, and/or AIMMS data will be archived into another database which could be accessed from Cayenta via a context sensitive link (based on the equipment # currently being viewed in Cayenta, for example) Phase la — Finance Division requires current and prior year data from Keystone to Cayenta GL. This includes the detail transactions as well as total fields City of Yakima currently uses Keystone Finance and interfaces data from AIMMS Accounts Payable to Keystone General Ledger The Keystone Finance system also interfaces to our Payroll (Payroll provides AIMMS monthly employee charge out rates, and payroll expenditures are interfaced to Keystone) and Budget programs (Keystone account balances are exported to our Budget program) The AIMMS to Keystone Finance interface is an ASCII text file from the AIMMS Accounts Payable module to Keystone GL (please see Aimms_To_Keystone_Spec doc for details). Due to the field limitations in Keystone the data from AIMMS is stored based on availability not suitability The AIMMS to Keystone Interface has been written in-house, so we can modify the interface file to fit Cayenta requirements, if needed. For example, we could provide a CSV file format, rather than column delimited format. The chart of accounts must accommodate the Washington State BARS format. Company Proprietary & Confidential Page 41 Cayenta Statement of Work Phase 1 b — Vendor master is used by Purchasing and Accounts Payable. Both Finance and purchasing stakeholders support migrating the AIMMS vendor master to Cayenta. This migration would include the record key and its descriptive attributes like names, addresses, phone numbers etc. Purchasing will continue to manage the vendor numbers which now involves two systems — AIMMS and Cayenta. A vendor must be created and updated in both systems with the same vendor number. The vendor master migration will need to account for the `vendor pay -to' format AIMMS uses. This format is XXXXX-YY, where a five digit vendor number is followed by a two digit `pay -to' number. A single vendor may have multiple 'pay-tos' specifying different locations the check will be mailed to for a single vendor Question Is there a number assigned to a vendor during the Vendor Self -Service and Bids and Quotes process? If yes, how does it impact the numbering once the vendor is selected for city transactions? Will any data from the Vendor Self -Service and Bids and Quotes system transfer to the Vendor Master that is used by the purchasing and accounts payable modules? Phase lc — data migration or building is dependent upon what is needed to make the Purchasing operational i.e employee numbers for requisitions, account numbers, purchasing approval hierarchy Phase Id — no migration Phase le — continue with a similar ASCII text file as used today but direct it to Cayenta instead of Keystone. Due to the phase-in implementation, Accounts Payable and Purchasing staff will need to manage two systems — AIMMS and Cayenta At this time we foresee AP processing payments from both applications. We will need to issue a separate set of check numbers for Cayenta to avoid confusion in AP as well as in Finance during bank reconciliation process Purchasing actually will be managing three systems during the implementation — AIMMS, city Cayenta and county Cayenta Purchasing who is the current master of vendor number will need to ensure that the vendor numbers in AIMMS and city Cayenta are synchronized. Another factor that must be considered is that payment data from AIMMS and Cayenta will need to be combined at the end of year to produce Misc 1099's Currently, payment transactions from AIMMS are sent to an in-house application that generates our vendor M1099's How AIMMS and Cayenta vendor payments will be combined to produce miscellaneous vendor 1099s is TBD. Phase 2f — This phase involves the divisions who actively use the financial and operational modules of AIMMS — requisitions, purchasing, stores, assets, work orders, and projects. AIMMS is the acronym for Automated Inventory Maintenance and Management System. The original product name is The System Works For several years in the early 1990s we implemented the product in various city divisions. We started with Equipment Rental because the core products were originally designed to maintain the rolling stock and its associated operation and financial activities. Other divisions, who use AIMMS, in whole or portions, are Water/Irrigation, Water Treatment Plant, Street, Signs and Lights, Engineering, Wastewater Plant, Wastewater Collections, Wastewater Pre-treatment, Print Page 42 Company Proprietary & Confidential Cayenta Statement of Work Shop, and Housing Due to the global nature of the files, we coordinated the naming of equipment, categories, schedules and repetitive and pre -plan work order templates Each division was assigned a two/three character identifier to segregate their equipment: ER Equipment Rental, WA Water, IR Irrigation, AD Addresses, HY Hydrants, WTP Water Treatment Plant, WW Wastewater, WC Wastewater Collections, SI Signs, SL — Lights, etc. As the implementation progressed, the typical use of the product deviated. We became creative in the usage We have several instances where the field label does not identify the data or a division may use fields or features while another will ignore them. Additionally, AIMMS allowed for data customization and advanced searching through the Equipment KEYWORD/QUALIFIER (used for look ups) and NAMEPLATE (customized data page) and Stores (Inventory) NOUN/QUALIFIER. (used for look ups) The data migration of equipment and inventory is very important to our stakeholders. As we implement each division, we will be able to extract the equipment data using the two/three character identifiers The custom data used in NAMEPLATE and KEYWORD/QUALIFIER. As for the inventory, each item has a primary location which is associated to a division making the extraction very doable. We need to re-evaluate and scrub the data for the Cayenta import process. We are not planning on migrating existing AIMMS work orders, but do want to migrate the scheduling of work orders, so that new work orders will be automatically generated in Cayenta, based on how AIMMS work orders are scheduled We also want to migrate work order `pre -plans' - these are essentially work order `templates' Another significant piece to our stakeholders is the equipment inspection, repetitive and preplan work orders with detail tasks steps. Over the years, our stakeholders have become very dependent upon this system to do their job and meet legal requirements In some cases, these work order steps may be the only documented source Phase 2g — We will address the historical data at a later date We will continue to allow access to AIMMS For one division, we need to allow some kind of access for at least 10 years Summary This project will be very time consuming and challenging for all We will look forward to the results — the benefits of better reports and queries through product integration Because this project will involve multiple implementations, we are requesting the city IS staff be trained to use the data import tools We anticipate that city IS staff can assist with this step to help mitigate the costs and become self-sufficient for future migrations. Page 43 Company Proprietary & Confidential Schedule "E" Sample Form Change Order Change Order (a) Contact & General Information Client Client Contact Client Email (b) Date Software Application (c) Description of Work Attachments: ❑ (d) Client Approval 000 Chargeable Hours 000 Rate 000 Non -Chargeable Hours Total Hours Client Signature $0 00 Amount Date Your signature serves as an acceptance of the "Amount" listed above as it relates to the description of work contained in this Change Order Your signature also indicates you have reviewed and agree to the scope of work as detailed in any accompanying enclosures or attachments. This signed document indicates that you have provided all of the accurate information necessary to produce the work as stated in the above Change Order (e) Internal Use Only Customer # Application # Originated by # PO# 0000000 Schedule "G" System Software — to be attached if applicable COGNOS END-USER LICENSE TERMS IMPORTANT READ CAREFULLY: You have installed, accessed or downloaded a Cognos software product ("Software"). Your use of this product is governed by the following terms. You can agree to those terms by clicking on the boxes indicated below. If you do not agree with them, click on the appropriate box. All references to COGNOS are to COGNOS INCORPORATED and its authorized subsidiaries and distributors worldwide. For more information concerning COGNOS contact the organization providing you with this software or visit the COGNOS website at www.cognos.com. 1. GENERAL - These terms govern the license by you of this COGNOS Software program, including all related user manuals and documentation, whether provided to you in physical or electronic form. 2. LICENSE- COGNOS grants you a non-exclusive, non -transferable license to use the Software for the purpose(s) for which it was provided to you. Any upgrade or new release of the Software is also subject to the provisions of this Agreement. You will not distribute or make the Software available to any other party. 3. SUPPORT - Support is available through the organization that provided you with the Software. 4. PROPRIETARY RIGHTS - All title in and rights to the Software (including any copyrights) remains exclusively with COGNOS. The rights of COGNOS are protected by local laws and International treaties. You will not decompile, disassemble or otherwise reverse engineer the Software. 5. WARRANTY - COGNOS warrants that: (a) for a period of one year following the initial delivery/download/access of the Software, or of any new release of the Software, to or by you, the Software will perform in conformity with its related documentation, and (b) the media on which the Software is provided, if applicable, is free from defects in materials and workmanship under normal use. Subject to applicable law, all other warranties or conditions express, implied, or otherwise, are excluded. Your only remedy against COGNOS if this warranty is breached will be, at the option of COGNOS: (a) to repair or replace the Software or (b) to refund the amounts paid in respect of the defective Software. This remedy is void if you misuse the Software contrary to its related documentation. 6. LIMITATION OF LIABILITY - COGNOS will not be liable to you for any special, indirect, incidental, consequential or exemplary damages, including costs or legal expenses, in connection with the supply, use of performance of the Software, even if it is aware of the possibility of the occurrence of such damages. In certain jurisdictions the foregoing limitation may not be effective, in which case the applicable law will prevail. 7. INTELLECTUAL PROPERTY INDEMNIFICATION - COGNOS will indemnify, defend and hold you harmless against any claims, legal actions, losses and other expenses arising out of or in connection with any claims that the Software infringes or violates any intellectual property right of any third party ("Claim"), on the condition that COGNOS has sole control of the defense and negotiations for its settlement or compromise. The sole obligation of COGNOS to you in this regard will be to (a) obtain for you the right to use the Software, or (b) replace or modify such Software so that it is no longer subject to a Claim, but performs the same functions in an equivalent manner. 8. TERMINATION - If you breach any of these terms, COGNOS may terminate your license to use the Software and on receipt of notice to that effect from COGNOS, you will destroy all copies of the software in your possession and purge it from your system. 9. EXPORT CONTROLS — The Software may not be downloaded, transmitted or otherwise exported or reexported except in compliance with applicable statutes or regulations relating to the country of destination, or to the users or the use of the Software. By downloading or using this Software you are representing and warranting that you are not located in, under the control of, or a national or resident of any such embargoed country or on any such denial list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law. 10. U.S. GOVERNMENT RESTRICTED RIGHTS - The Software provided to the government of the United States of America, its agencies or instrumentalities ("U.S. Government") is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to the restrictions in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights at 48CFR52.227-19, as amended or applicable, or such other applicable rules and regulations that provide COGNOS with the same or greater protection. The manufacturer of the Software is Cognos Incorporated, 3755 Riverside Dr., Ontario, Canada. 11. APPLICABLE LAW - This Agreement, and any matters relating to it, will be governed, construed and interpreted in accordance with the local laws applicable where you are located. I agree with the above terms - ❑ I do not agree with the above terms - ❑ If you have any questions regarding this License or the Software, please contact the Cognos office nearest you. Cognos Corporation 15 Wayside Road, Burlington, MA 01803-5165, USA 781-229-6600, CognosDirect: 800-426-4667 ext. 2070, Fax: 781-229-9828 Cognos Incorporated 3755 Riverside Drive, P.O. Box 9707, Station T, Ottawa, Ontario KIG 4K9, Canada 613-738-1440, CognosDirect: 800-267-2777, Fax 613-738-0002 Cognos Limited Westerly Point, Market Street, Bracknell, Berkshire RG 12 1 QB, U.K. +44 1344 48 6 68, Fax: +44 1344 86 24 32 Cognos Pty. Limited 110 Pacific Highway, 3rd Floor, St. Leonards, NSW 2065, Australia +61 2 437 6655, CognosDirect: 008 811 910, Fax: +61 2 438 1641 Schedule "H" Software Not Selected — to be attached if applicable Schedule "I" Addendum This Addendum ("Addendum") is made and entered into by and between Consultant and Organization and hereby amends certain provisions of the Agreement. Consultant and Organization agree to make the amendments to the Agreement described in this Addendum. Initially capitalized terms not otherwise defined in this Addendum shall have the meaning(s) set forth in the Agreement. Except as otherwise provided in this Addendum, all other provisions of the Agreement shall remain in full force and effect. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. J For Meeting of: March 6, 2012 ITEM TITLE: Resolution authorizing agreement with N. Harris Computer Corporation (Cayenta) and waiving the bid requirement to standardize our financial systems with a purchase of software license, implementation and a support and maintenance agreement. SUBMITTED BY: Wayne F. Wantland, Communications & Technology Manager Sue Ownby, Purchasing Manager CONTACT Wayne F. Wantland, 575-6048 PERSON/TELEPHONE: SUMMARY EXPLANATION: Staff respectfully requests City Council consideration to replace its 23 year old Automated Inventory Maintenance Management System (AIMMS), general ledger, and accounts payable systems before general failure of the systems by entering into a contract with Harris Computer Corporation and waiving the bid requirement. In November, 2009 the City and Yakima County ("County") entered into an Interlocal Agreement merging the Purchasing functions which necessitated the front-end integration of the Purchasing computer system to allow for integrated; electronic bid/quote processing, vendor electronic access to maintain contact information, pricing and their detailed purchasing functions, and to facility departmental spending analysis to ensure consistency and economic controls. This merger required the City to abandon its outdated purchasing module and move onto the County's Harris Computer Corporation provided Cayenta system. Because of the this existing relationship the City is receiving significant economic incentives in the amount of 42% reduction in one-time costs and more importantly a greater than 50% on-going maintenance cost reductions from the Harris Computer Corporation for the purchase of the Cayenta system to meet the additional functions the City needs in asset management, work orders, accounts payable and general ledger. Through an extensive evaluation and discovery process involving all City departments it was determined that a jointly used Cayenta system would meet a vast majority of the City's requirements and provided critical standardization of these functions to improve efficiencies and minimize long term costs and workload. Staff requests City Council approval of the attached resolution authorizing the City Manager to execute the contract with Harris Computer Corporation in the amount of $395,702 one-time and $32,973, annual on-going (plus sales tax) to purchase the Cayenta financial system and waiving the bid requirement. The funding has been secured, and the project is budgeted in the 392 -Cumulative Reserve for Capital Improvement fund. Resolution X Contract: X Contract Term: Annual Maint on-going year to year Insurance Required? No Ordinance Mail to: Amount: $395,702 one- time/ $32,973 Annual Funding Fund 392 -Cumulative Reserve for Source: Capital Improvements APPROVED FOR SUBMITTAL: Other (specify) Expiration Date: Phone: City Manager STAFF RECOMMENDATION: Adopt resolution /egfloyi Cc0 io&z[' RaW-3i BOARD/COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download ❑ Caventa Resolution El N. Harris (Caventa) Contract