10-0615_N. HARRIS COMPUTER CORPORATION_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 15th
day of June, 2010, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and System Innovators, a Division of N. Harris Computer
Corporation (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to implement centralized cashiering using iNovah; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scop of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Schedule E, and is subject to the License Agreement in Schedule A and the
Maintenance and Support Agreement in Schedule D, attached and incorporated herein
by reference. To the extent that there are any conflicts between the provisions
described in the Contract Schedules and those provisions contained within this
Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall continue until notified that said services are no longer
required, subject to 15 days notice of termination.
Section 3. .Compensation.
3.1 Amount.
Total compensation for the software and services hereunder shall not
exceed $65,948 for the fiscal year inclusive of year 1 support and maintenance fees as
set forth in Schedule "C," attached and incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The
City will pay monthly progress payments based on approved invoices in accordance
with this Schedule C.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontractin and Assi nment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
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aware of all conditions there, and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law; E-Verif .
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
9.2. E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland
Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen
days of the effective date of this Agreement to verify the employment authorization of
new employees assigned to perform work hereunder. Consultant shall verify
employment authorization within three days of hiring a new employee to perform work
under this Agreement. Information pertaining to the E -Verify program can be found at
I-itj)-/./WWW,OSr:j�, ov, or access the registration page at tjW.)sJ/www.vj---
dhs.com/P_nipjoyerre, rre, r� a son. Consultant shall certify its registration with E -Verify and
provide its registration number within sixteen days of the effective date of this
Agreement. Failure to provide certification will result in withholding payment until full
compliance is demonstrated.
Section 10. Conflicts of interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise
approved by the City in writing.
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Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
negligence, recklessness and/or wrongful conduct of the City, or any of its elective or
appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
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risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence.
As owns no vehicles, auto liability coverage may be provided by means of a non -owned
and hired auto endorsement to the general liability policy in an amount not less than one
million dollars per occurrence ($1,000,000.00).
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out
of activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage [FOR PROFESSIONS/WORK
EXCLUDED FROM GENERAL LIABILITY]
Throughout the term of this Agreement, Consultant shall maintain Errors
and Omissions Coverage (professional liability coverage) in an amount of not less than
One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement,
Consultant shall submit an insurance certificate to the City's General Counsel for
certification that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
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nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by
providing thirty (30) days' notice to the other party of a material breach of contract. If
the other party does not cure the breach of contract, then the agreement may be
terminated subsequent to the thirty (30) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Pooja Gupta
To Consultant: Harris Computer Systems
10550 Deerwood Park Blvd., Suite 700
Jacksonville, Florida 32256
Attn: Jim Simak
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
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Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
Omar Sandoval, City Attorney,
CITY OF SAN JUAN CAPISTRANO
By:
oe Tait City Manager
CONS NT
By:
}fi Sim k, General Manager
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iNovah CASHIERING SYSTEM
CONTRACT SCHEDULES
AGREED TO BY
SYSTEM INNOVATORS, a Division of
N. HARRIS COMPUTER CORPORATION
City OF SAN JUAN CAPISTRANO,
Corporate Headquarters: Business Division:
N. Harris Computer Corp. Inc. System Innovators
1 Antares Drive, Suite 400 10550 Deerwood Park Blvd, Suite 700
OTTAWA, ONTARIO Jacksonville, Florida USA
K2E 8C4 32256
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Schedule "A„
Software License Agreement
1. Definitions
Unless otherwise defined herein, all defined terms used herein shall have the meaning
ascribed to them in the City's Personal Services Agreement.
2. Grant of Licenses
Subject to the terms and conditions of this Agreement, the Consultant hereby grants to
the City a nonexclusive, non -transferable and perpetual license to use the Software on
the Designated Computer System (the "License")
3. Term of License
The License granted herein commence on the date of this Agreement unless terminated
pursuant to the terms hereof.
4. Restrictions on Use
Except as expressly provided herein, the City 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.
City 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 City to use the Software in (1) a test environment and (2) 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 City beyond the applicable notice
and cure periods as provided in this Agreement, City shall deliver to Consultant the
Software and all copies thereof in whichever form, including partial copies which may
have been modified by City 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, City 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. City may not remove any copyright, trademark
or other proprietary notices from the Software and related materials supplied by
Consultant.
5. Derivation, Modification and Copyright
(a) The City 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 City 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 City shall have no right to modify any of the Software supplied
by the Consultant for City's use under this Agreement without the prior written
approval and direction of the Consultant.
(c) The City agrees that it will not, except as otherwise expressly
provided in this Agreement or except as dictated by City's standard computer
system's backup procedures and/or test environments, make or allow others to
make copies or reproductions of the Software or other proprietary information in
any form. The City agrees that it will not copy or otherwise reproduce the
Software and that any additional copies as are reasonably necessary for the use
of the Software shall be provided to the City through the issuance of additional
Licenses at the Consultant's then current charges.
(d) The City may duplicate Documentation, at no additional charge, for
the City's use so long as all required proprietary markings are retained on all
duplicated copies.
6. Ownership of Software and Confidential Information
(a) The City acknowledges that the Software contains proprietary and
confidential information of the Consultant which shall, at all times, remain the
property of the Consultant. Through the grant of licenses pursuant to Section 2,
the City is only entitled to use of the Software in accordance with the terms of this
Agreement.
(b) The City 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 City 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 City 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 City is complying with its obligations with respect to the proprietary nature
and confidentiality of the Software, the City 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.
7. Termination for default
Each license granted hereunder may be cancelled by the Consultant if the City is in
default in payment of any amount due the Consultant for a period of sixty (60) days.
License may be cancelled at any time upon default by the other party of any covenant of
this agreement if such default in not cured within sixty (60) days after receipt of written
notice thereof. Said written notice much set forth particulars of the alleged default.
8. Procedure upon termination
If the License is cancelled clue to Default of City, then within thirty (30) days following
such termination, the City shall return the Software to the Consultant and shall certify,
under the hand of a duly authorized officer of the City, that all copies of the Software or
any part thereof, in any form, within the possession or control of the City have been
returned to the Consultant.
S. License Fees and Taxes
City agrees to pay the License Fees in the amount and in the manner specified in
Schedule C. License Fees are non-refundable. Any tax Consultant may be required to
collect or pay upon the sale, use or delivery of the Software described in this Agreement
shall be paid by the City. Any personal property taxes levied after delivery of the
Software described in this Agreement shall be paid by the City.
Schedule "B"
Description of Software
Standard Programs (provided by "CONSULTANT")
- iNovah Standard License — 50,000 annual receipt volume
Required Programs (provided by "City")
Microsoft Windows 2003 Server operating systems for the iNovah web application
and database server
- Microsoft SQL Server 2005 database management system for the iNovah
Consolidated Database
- Microsoft Windows XP operating systems for the iNovah City workstations
Microsoft Windows Internet Explorer 6 or 7 for the iNovah City workstations
Appropriate network software for TCP/IP network connectivity between all iNovah
servers and workstations
Schedule "C"
Fee Structure and Payment Schedule
Note: Fees for Services listed below are based on best estimates of the number of
hours of work required to complete the Services outlined in the Statement of
Work (SOKO. Accordingly, the total of such fees will increase or decrease as the
number of actual hours worked is greater than or less than such estimates.
Software List Price Extended
1
iNovah V2.x Standard License
(Up to 50,000 receipts annually)
$ 18,900
$ 3,900
32
i MS Govern Central Cash Replacement
Credit -15,000)i
i $
4,800
1
Trakit - iNovah R/T Custom Interface
$ 7,500
$ 5,500
1
CIS Infinit R1T Inquiry and Update
$ 7,500
Included
1
MSGovern FMS Update
$ 7,500
Included
1
RecTrak - iNovah R/T Custom Interface
$ 7,500
$ 7,500
Total Software
"16,900
Services iNovah Installation and Training Packa e(3� Hourly Rate Total
64
Project Mana ement
$150
9,600
32
SW Install Database Setup & Configuration
$150
4,800
40
Biz Process Gap - Requirements
Assessment
$150
6,000
8
End User Trainin
$150
1,200
16
System Training
$150
2,400
8
Post -implementation Go -Live Su ort
$150
1,200
3
Travel & Accommodations Package (#
erson-trips)(4)
i 2,000
6,000
Total Services
Hardware
31,200
Unit Price Extended
5
TPG A776 Receipt Printer
$ 595.00
2975
5
Canon CR -25 Check Imager/Scanner
594.00
2970
5
APG Cash Drawer 18 x 16 with locking till
229.00
1145 i
D
Estimated FREIGHT (FOB
250
free shi in
Total Hardware
7,090
(1) iNovah TM is licensed based on the Annual Receipt Volume (the number of receipts processed through
the iNovah Payment Portal).
(2j This license includes unlimited seats of cashiering and reporting modules. All payments (receipts)
processed through iNovah are counted regardless of their source or ultimate disposition.
��} Professional services associated with software customization requirements not previously defined are
not included.
t41 This fee includes travel & accommodation expenses incurred by System Innovators personnel as part
of the implementation. Actual Travel & Accommodation expenses will be billed monthly as they are
incurred.
ME,
Payment Schedule:
A. License Fees:
1. On execution of this Agreement: (50% of Software fees) ............ $8,450
2. On completion of Installation and Delivery:(50% of Software fees) $8,450
B. Consulting, Training and Travel Fees ................................................... $31,200
Invoiced monthly on the basis of actual hours of work thru completion of the
project
C. Hardware Peripherals (Invoiced upon Delivery) ..................................... $7,090
D. Annual Support and Maintenance Fee (invoiced upon delivery) ............$10,758
Subsequent years fees invoiced annually on the anniversary of delivery
E. Third Party and Other Fees (Invoiced upon Delivery) ................................... $0
0
Schedule "D"
Support and Maintenance R reement
This support and maintenance agreement (the "Support and Maintenance
Agreement") between CONSULTANT and City becomes effective the earlier of ninety
(90) days from the date of signing of the Personal Services Agreement or the date of
delivery and installation of the Software.
Unless otherwise defined herein, all defined terms used herein shall have
the meaning ascribed to them in the Personal Services Agreement.
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
during 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 City 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 City by pager number and electronic mail to provide support.
3. In consideration for the support services specified in Section 2, City shall pay the
five (5) year Support and Maintenance Fees of $10,758 USD. Support and
Maintenance fees shall be invoiced per Schedule C, Section C. The Annual
Support and Maintenance Fee will be billed annually in advance beginning on the
anniversary of the Support and Maintenance Agreement or on an alternative date
mutually agreed to by both parties. If the City 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, City 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 customers of CONSULTANT.
4. All support services provided by CONSULTANT to City other than those
specified in Section 2 (such as, but not limited to, on-site support), shall be
provided to City 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 City 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 Support and Maintenance Agreement shall be for five
years beginning on the date determined in the opening paragraph of this
Schedule D. The Support and Maintenance Agreement shall continue thereafter
on an annual basis provided that City shall pay the then prevailing Annual
Support and Maintenance Fee, unless terminated by either party upon giving to
the other not less than 30 days notice in writing prior to the end of the initial five
year term or any subsequent anniversary of such date. If the Support and
Maintenance Agreement is terminated by City, 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. 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 City 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 City
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 thirty (30)
days of written notice of such failure to perform any of its existing or future
obligations.
(b) If City 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.
1.0. 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. This Support and Maintenance Agreement is the exclusive statement of the
entire support and maintenance agreement between CONSULTANT and City.
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.
12. The parties hereto agree that the terms and conditions contained herein shall
prevail notwithstanding any variations on any orders submitted by City.
13. (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 City and the CONSULTANT recognize that circumstances may arise
entitling the City 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 City'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 City 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 City'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 City'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 City 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 City BY ANY OTHER PARTY.
(iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY
CLAIM, DEMAND OR ACTION BY THE City 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.
14. The parties hereby confirm that the waivers and disclaimers of liability, releases
from liability, limitations and apportionments of liability, and exclusive remedy
provisions expressed throughout this Support and Maintenance Agreement shall
apply even in the event of default, negligence (in whole or in part), strict liability
or breach of contract of the person released or whose liability is waived,
disclaimed, limited, apportioned or fixed by such remedy provision, and shall
extend to such person's affiliates and to its shareholders, directors, officers,
employees and affiliates.
1.5. 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 City 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.
1.6. This Support and Maintenance Agreement shall be governed by the laws of the
State in which the City is located.
17. This Support and Maintenance Agreement may not be assigned by the City
unless, concurrently with any such assignment, the City assigns its rights under,
and complies with the provisions of the Agreement.
18. 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.
19. Time shall be of the essence of this Support and Maintenance Agreement.
20. 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.
21. 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.
ATTACHMENT 1
Support and Maintenance Service Guidelines
The purpose of this Attachment is to provide our customers with information on our
standard coverage, the services which are included as part of your annual software
support, a listing of call priorities, an outline of our escalation procedures and other
important details.
CONSULTANT reserves the right to make modifications to this document as required;
provided, however, CONSULTANT shall not reduce the scope of support provided
hereunder without the prior consent of the City.
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
• E-mail support call logging and notification
• Standard software releases and updates
Defect corrections (as warranted)
Planned enhancements
- Release notes
• Design review for potential enhancements or custom modifications
• Ability to attend the annual customer conference (attendance fees apply)
Help Desk Hours
Our standard hours of support are from 8:00 a.m. EST to 6:00 p.m. EST, Monday to
Friday, excluding designated holidays. Extended support including holidays and
weekends is available on a per fee basis and must be scheduled in advance in most
cases.
Contact Information
The support staff at Harris Computer Systems may be contacted by the Client at its
mailing address, general and support -only telephone numbers, and via e-mail or the
Internet.
a. Mail may be sent to the support staff at Harris Computer Systems headquarters,
located at 10550 Deerwood Park Blvd., Suite 700, Jacksonville, Florida 32256.
b. Telephone Numbers. 1.800.963.5000
c. Internet and E-mail Contact Information. E-mail may be sent to the support staff
at clientservices@systeminnovators.com.
Call Priorities
In an effort to assign our resources to incoming calls as effectively as possible, we have
identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our
support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium
Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish
guidelines for these calls are as follows:
Priority 1 — High (Urgent)
• System Down (Software Application)
• Inability to process payments
• Program errors without workarounds
• Incorrect calculation errors impacting a majority of records
• Performance issues of severe nature impacting critical processes
Priority 2 - Medium
• System errors that have workarounds
• Calculation errors impacting a minority of records
• Reports calculation issues
• Printer related issues (related to interfaces with our software and not the
printer itself)
• Security issues
• Performance issues not impacting critical processes
Priority 3 - Low
• Usability issues
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
Call Process
All issues or questions reported to support are tracked via a support call, our support
analysts cannot provide assistance unless a support call is logged. Our current process
for logging calls includes the following: Email, phone and fax.
• Your call must contain at a minimum: your City name, contact person, software
product and version, module and/or menu selection, nature of issue, detailed
description of your question or issue and any other information you believe
pertinent.
• Our support system or one of our support analysts will provide you with a call id
to track your issue and your call will be logged into our support tracking
database.
• Your call will be stored in a queue and the first available support representative
will be assigned to deal with your issue.
• As the support representative assigned to your call investigates your issue, you
will be contacted and advised as to where the issue stands and the course of
action that will be taken for resolution. If we require additional information, you
will be contacted by the assigned support representative to supply the
information required.
• Correspondence and actions associated with your call will be tracked against
your call in our support database.
• Contact the support department at your convenience for a status update on your
development issues.
Table of Service Level Requirements.
By way of example, but not by limitation, a compilation of the deadlines stated herein its
included below for convenience of reference by the parties. These deadlines may be
modified in instances of specific issues when mutually agreed to by the parties.
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 support supervisor or group lead
Level 3: Contact the Director of Services
Level 4: Contact the General Manager of System Innovators
Priority 1 "Urgent"
Priority 2 "Non -
Service Level Requirement
Error
Urgent" Error
Time measured from Initial report of Error
to Consultant.
Initial Response Due
2 hours
8 hours
Correction identified and a mutually
24 hours
7 days !
agreeable correction plan will be
developed within
Escalation Stage 1 (Support
12 hours
' 7 days
Supervisor/Grow Lead.),
Stage 1 Status Report Intervals
every 4 hours during
daily
standard business
hours
Escalation Stage 2 Dir. of Support
24 hours
10 days j
Stage 2 Status Report Intervals
Every 4 hours during
daily ;
standard business
_ _ I
hours
Escalation Stage 3 (General
72 hours
30 days
Manager
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 support supervisor or group lead
Level 3: Contact the Director of Services
Level 4: Contact the General Manager of System Innovators
Holiday Schedule
Below is a listing of observed holidays. Please note that support services will be closed
on designated days as outlined below.
New Year's Eve
Closed
New Year's Day
Closed
Martin Luther King Holiday
Closed
Memorial Day
Closed
4th of July
Closed
Labor Day
Closed
Veteran's Day
Closed
Thanksgiving Day (US)
Closed
Day after Thanksgiving (US)
Closed
Christmas Eve
Closed
Christmas Day
Closed
Day after Christmas (Boxing Day)
Closed
Test Databases & Environments
We support customers in the maintenance of independent Test Environment 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 Citys, we require that a communication link is
established and maintained between our two sites. It is the City'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 internet, Virtual
Private Network (VPN), Remote Access Server (RAS), Direct Connection (modem) and
Terminal Services (a backup connection may be required for file transfers).
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
• Forms redesign or creation (includes Payment, Allocation, Receipts, Validations,
etc.)
• Setup & changes to 3rd party interface or creation of new interface
• Setup of new services or changes to services ( POP, ACH, etc)
• File imports/exports _ Interfaces to other applications
• Refreshes, backups, restores, setting up test areas
• Setup of printers, printer setup changes
• Custom modifications (reports, forms, reversal of customizations)
• Setting up additional companies I agencies / offices f reports
• Data conversions / global modification to setup data
• Database maintenance, repairs & optimization
• Extended Hardware & Operating System support
• Upgrades & support of third party software
• Installations I re -installations (workstations, servers)
• installation, configuration or upgrade of hardware and third party software
• reconfiguration of hardware and fileservers
• recovering data resulting from City error
• upgrading of hardware systems
• preventative maintenance monitoring or other services
• recommending or assisting with disaster recovery plans
• WEB/IP/ODBC connections to other third party products
• creation of custom reports
Schedule "E"
Statement of Work (SOW)
Overview and Approach
This Statement of Work ("SOW") describes the work to be undertaken by System
Innovators and the Client under the terms and conditions of the agreed upon contract.
This SOW is incorporated and made fully a part of the contract between the Client and
System Innovators.
The services and deliverable materials of be provided by System Innovators, as well as
the estimated schedule and any assumptions made by System Innovators are
described within this SOW. In addition, the responsibilities of both System Innovators
and the Client are listed.
System Innovators will provide cashiering software ("iNovah") to the Client for the
collection and processing of payments made to the Client. The services provided by
System Innovators will include project management, customization, configuration,
training and installation of the software and interfaces.
The Client will provide interfaces to the iNovah product in the format expected by the
cashiering system, for both inputs and outputs. The Client will make available to System
Innovators appropriate staff that has expertise in the work areas that utilize the iNovah
system. The Client will provide a project manager to work with System Innovators team
until the iNovah system is fully implemented.
Project Scope
System Innovators will provide the following services related to the Clients iNovah
cashiering project:
■ Software integration services to implement the iNovah software into the Client's
environment.
Training services
Ongoing support from the System Innovators project team during the duration of
the project
Project management services for the duration of the project
Assumptions
The SOW and System Innovators estimates are based on the following key
assumptions:
1. The following Client resources are available to work on this project:
• Executive sponsor
• Project manager (may be separate functional and technical leads)
• Payment processing subject matter expert
• Host system(s) subject matter expert
• iNovah administrator
13
• Network administrator
■ Database Administrator
2. A high-speed remote VPN connection to iNovah Application Server is
available for testing and production support
3. The configuration of computer servers, PCs, networks and third party
software is the Client's responsibility
4. System Innovators staff will be provided with workspace for up to 2 people
when performing onsite services. The workspace will be equipped with a
connection and access rights to the Client's network 1 internet.
5. System Innovators staff will have access to iNovah Application servers when
performing services onsite.
6. The Client will provide the services described in this Statement of Work in a
timely fashion to allow System Innovators to meet agreed upon schedules.
7. The Client or Clients vendor will provide the necessary interface program to
support integration of iNovah with all applicable host systems.
8. The Client will provide a fully functional test environment, replicating the
production functions, to enable development and testing of the iNovah
implementation
9. The Client and System Innovators agree to work concurrently and
collaboratively on problem determination and resolution, to ensure overall
success of the iNovah implementation
Work Breakdown
Assessment and Planning Phase
Deliverables
• 2 day onsite assessment meeting at Client facilities to initiate project, evaluate
business practices and identify requirements
• System Overview Presentation
• Base iNovah Software
■ Project Plan
• Implementation Document
• VPN connection
System Innovator Responsibilities
• Facilitate the onsite assessment meeting
• Review contract and SOW with Client project manager
■ Coordinate and schedule System Innovator resources and activities relating to
the implementation
• Deliver an iNovah product overview presentation
■ Work with Client to validate the project plan
• Review and administer the project change control procedure with the Client's
project manager
• Work with Client to install the base iNovah software
• Documenting Client customization requirements in the implementation document
14
Client Responsibilities
• Participate in the onsite assessment meeting, ensure all necessary resources are
available
■ Review contract and SOW with System Innovators project manager
■ Establish and maintain project communications with the System Innovators
project manager
• Work with System Innovators to validate the project plan
• Work with System Innovators to install the base iNovah software
• Ensure that iNovah environment meets the server and workstation
recommendations provided by System Innovators
■ Establish remote connection access (VPN) for System Innovators for the life of
project
Integration Phase
Deliverables
■ 1 two day remote system training class for up to 5 Client representatives involved
in the iNovah implementation
• Custom iNovah software
• Acceptance test plans and scripts
• Training documentation
• Status reports
System Innovator Responsibilities
• Conduct remote system training
• Deliver training guides and other materials
Conduct project status meetings and prepare and submit weekly reports
Escalate within System Innovators any issues with the implementation project
Provide assistance to the Client for iNovah system configuration and setup
Programming of interfaces and/or customizations
Work with Client to install custom iNovah software
Client Responsibilities
• Participate in the remote system training
• Dedicate resources for iNovah system configuration and setup
■ Create test pians and scripts
• Provide assistance to System Innovators for interfaces and/or customizations
or Work with System Innovators to install custom iNovah software
Acceptance Testing Phase
Deliverables
Issues tracking Document
Issues review meetings
15
Final customized release of iNovah
System Innovators Responsibilities
■ Conduct project status meetings and prepare and submit weekly reports
■ Support Acceptance Testing
■ Close all Severity 1 and Severity 2 issues
■ Deliver and assist client with installation of iNovah software updates
Client Responsibilities
■ Perform Acceptance testing in accordance with written test plan
■ Communicate all software defects to System Innovators, using Issues Tracking
Document
■ Work with System Innovators to install iNovah software updates
■ Validation of software changes provided to address identified severity 1 and
severity 2 defects
■ Participate in project status 1 issues review meetings
Production Implementation Phase
Deliverables
■ 2 days of onsite end user training classes for Client employees that will use
iNovah
■ 1 support resource for a maximum of 2 days onsite upon production
implementation of iNovah
■ Training documentation
■ Production Environment readiness
System Innovators Responsibilities
■ Deliver end user training
■ Provide reference and training materials
■ Assist client with preparation of production environment
■ Provide onsite go live support
■ Conduct project status meetings and prepare and submit weekly reports
Client Responsibilities
■ Establish environment for end user training
■ Send cashiers and supervisors to the end user training class
■ Provide additional copies of reference or training materials
■ Ensure production environment is properly configured and ready for production
use
Specific Mork Items
The following list represents specific work items to be performed during the product
16
implementation. This list specifies those items that include the base product installation
and configuration to match the business and workflow processes of the Client.
1. Base Product Installation
2. Business Rule Configuration
3. Payment Processing Workflow Configuration
4. Trakit Real Time Inquiry/Update Integration
5. Advance CIS Infinity Real Time Inquiry/Update Integration
6. MS Govern Real Time Inquiry/Update Integration
7. RecTrak Real Time Inquiry/Update Integration
17
0C), # , ti '-
7/2012010
AGENDA REPORT
TO: Honorable Mayor and City Council Members
FROM: Joe Tait, City Manager
SUBJECT: Consideration of Agreement for an Integrated Cash Receipting System
(iNovah) with System Innovators, a Division of N. Harris Computer
Corporation
RECOMMENDATION:
By Motion:
1. Approve and authorize the City Manager to execute an agreement with System
Innovators, a Division of N. Harris Computer Corporation for the purchase,
installation, and implementation of an integrated cash receipting system (iNovah)
in an amount not to exceed $55,190 for the first year; and
2. Approve and authorize the City Manager to execute an annual maintenance
agreement in the amount of $10,758 and allow for annual increases based on the
consumer price index for subsequent years.
SummaEy and Recommendation:
It was determined that by augmenting the City's business software systems with an
integrated cash receipting system, the City will gain operational efficiencies by
eliminating the need for multiple processes while expediting customer service. Staff is
proposing an agreement with System Innovators, a Division of N. Harris Computer
Corporation to provide staff and others who conduct business with the City an
Integrated Cash Receipting System (iNovah). After an extensive research process, staff
is recommending that the City Council' approve and authorize the City Manager to
execute an agreement with System Innovators, a Division of N. Harris Computer
Corporation for the purchase of iNovah in an amount not to exceed $55,190, as well as
and an annual maintenance agreement in the amount of $10,758 which allows for
annual increases based on the consumer price index for subsequent years.
Background:
Among the City's business software applications, three are used to directly serve
customer needs. The first is the Advanced Systems utility customer billing system,
which is of the heart of the City's utility enterprise business success and is a critical tool
that drives City revenue, customer relations, and resource management. The second
m
Agenda Report
Page 2 July 20, 2010
application is the CRW Associates building permit, planning, business license and code
enforcement software which allows for the tracking of building applications through the
entire development process and also handles all business license processing. The third
application is Vermont Systems parks and recreation software that allows for activity,
facility, class, and park registration. Currently each of the three applications is being
used to accept payments and issue receipts in a disparate fashion per the design of the
receipting module within each application. Payments from each application are then
manually entered into the finance system as batch entries (duplication of work).
The introduction of a correctly implemented cashiering solution as a component of
cashiering and revenue collection has the ability to increase cash flow, enhance
customer satisfaction and streamline cashiering productivity. It will also introduce
efficiencies with respect to day-to-day business processes and provide a vehicle to
meet statewide and local payment reporting and audit requirements.
Staff is proposing an agreement with System Innovators, a Division of N. Harris
Computer Corporation to provide citizens and others who conduct business with an
integrated cash receipting system that is expected to process all payment transactions
for all business software applications.
System Innovators, a Division of N. Harris Computer Corporation will provide the
solutions and services listed below as part of this agreement to integrate all cash
receipting in one central repository with their iNovah software.
• iNovah is a browser based software package that manages the payment
collection and processing activities from all of the City's collection sources to all
accounting and information systems.
• iNovah stores all payment transactions in a single consolidated database that
provides extensive research, revenge and statistical reporting capabilities with
unlimited data retention.
• iNovah comes with a full complement of tools to collect, manage and audit
revenue data including Cashiering, Payment Balancing, Payment Administration,
Query, Reporting, Import, Export and Configuration Modules.
• iNovah connects all the collection sources (e.g., remittance processor, over-the-
counter, self-service stations, Internet, phone, etc.) with all the posting systems
(e.g., customer information systems, receivable systems, general ledgers and
treasury systems) through reusable Web Service interfaces.
• iNovah interfaces with most existing computer infrastructures using industry -
standard hardware and software. Consequently, it is not necessary to replace
current systems to take advantage of the power and flexibility of this system.
• iNovah includes a comprehensive feature -packed cashiering module for
processing over-the-counter transactions and miscellaneous collections.
Payment Database
iNovah is built around a Consolidated Payment Database that stores all of the payment
details for every transaction from every collection source. This database serves as the
Agenda Report
Page 3 July 20, 2010
centra[ repository for all types of collections regardless of the number and type of
interfaces to collection sources or host based systems. It can house payment activity
for different locations, departments and organizations.
Cashiering Module
iNovah includes a rich cashiering module. This is the only module that isn't browser
based because the customers must be able to process receipts regardless of network
and system status, the system processes in an on-line and off-line mode. This means
that the cashiering module will allow users to process payments over-the-counter until
network communications are restored and then all off-line payments are automatically
sent without requiring cashier intervention or interrupting their current activities.
In addition, the Cashiering Module of iNovah supports a variety of payment collection
functions such as:
Entering any type of payment including:
o Payments allocated to multiple charges
o Payments for multiple bills
o Payments without a bill
o Partial payments
o Payments made with multiple types of tender
• Refunds and credit vouchers
• Applying any accepted form of tender (such as cash, checks and credit cards)
• Suspending and resuming payments
• Voiding payments
• Correcting Payments
Audit Trails
The Cashiering Module records all activity to create a thorough audit trail in both online
and offline modes. All payments are recorded to transaction files and audit files while
all other activity, such as sign -ons and opening a cash drawer, are recorded only to the
audit file. When a cashiering workstation is online., this information is recorded to the
consolidated payment database where it is accessible to supervisors and auditors for
oversight. When a cashiering workstation is offline, this information is recorded to a
local version of the database where it is maintained until it can be automatically
synchronized with the consolidated payment database.
Reporting Services
The reporting services included with iNovah allow authorized users to display and print
formatted reports from any PC with a Web browser. Reports may also be scheduled to
run automatically on pre -defined dates and times. Reports are generated as files and
can be automatically distributed via e-mail to designated users who need the reports.
Each report contains pre -defined selection criteria such as date range that can be
satisfied with entered data or meta -data such as `this week' or `today'. Reports also
provide extensive drill down capabilities to see the details behind each total. Access to
Agenda Report
Page 4 July 20, 2010
reports as well as the data on the reports is controlled by the City through flexible
security settings.
Connectivity
iNovah Connectivity Diaagrar� �
iNovah includes a server based transaction processor to connect the various collection
points with each of the City's customer information, receivable, general ledger and
treasury applications using resource pools. The resource pools are collections of
shared system resources that ensure performance when a large number of client
systems interface the host systems, databases and legacy applications where customer
information is stored.
Although price was a factor in selecting a vendor, staff also considered how well the
software integrated with the City's current business applications and how well the
solution complied with the cashiering selection criteria defined in the original ERP RI=P.
Staff also conducted phone interviews of other agencies who utilize the software, The
main reasons for proceeding with the iNovah software solution were price, ease of use,
and the ability to seamlessly interface with the City's existing business software
applications.
Integration Capabilities
Agenda Report
Page 5
July 20, 2010
Computer applications can access the payments through Web Services using the
Application Program Interface (API) provided with iNovah. Bi-directional interfaces will
access transactions from the City's business applications, process the payment, issue
the receipt, and then transmit the payment and receipt data back to the specific
business application. This will prevent the duplication of work and stop any manual
entries of payments currently being performed by staff.
Figure — iNovah Systems High Level Overview
in!pgj lion Source Tra jsactpons
Description of Originating Transaction
Payment Receipts for Permits (PermitTrak)
Payment Receipts for Licenses_(LicenseTrak)
Payment Receipts for Bonds (ProjectTrak)
Payment Receipts for Code Violation Fees (PermitTrak
Payment Receipts
Payment Receipts for Water Bills
Payment Receipts for Park Facilities
Inte�rafion Destination Transactions
Description of Originating Transaction
Pavment Reauests for Permits (PermitTrak
Pavment Reauests for Licenses (LicenseT
Payment Requests for Bonds (ProjectTrak)
PaymentRequestsfor Code Violation Fees (PermitTrak)
Submission of Developer Deposits (ProjectTrak) a aew
Submission of-Develooer Deductions (ProiectTraki
Payment Requests Water Bills (invoices
Payment Requests for Park Facilities
Figure—iNovah Integration Schema
Destination System
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Page 6
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Payment Receipts for
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Payment Receipts for
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Software license and implementation fees for the iNovah solution are $55,190. Ongoing
annual maintenance costs for the first year are $10,758. No additional appropriation of
funds is required in order to begin this program. A budget in the amount of $750,000
was approved for the ERP project by the City Council as part of the 2008109 budget in
account number 81-51900-67502-00000-000. The balance of $152,172 from this project
was carried over and made available in fiscal year 2010111 and will be used for this
software acquisition.
NOTIFICATION:
None.
RECOMMENDATION:
By Motion:
1. Approve and authorize the City Manager to execute an agreement with System
Innovators, a Division of N. Harris Computer Corporation for the purchase,
installation, and implementation of an integrated cash receipting system (iNovah)
in an amount not to exceed $55,190 for the first year; and
2. Approve and authorize the City Manager to execute an annual maintenance
agreement in the amount of $10,758 and allow for annual increases based on the
consumer price index for subsequent years.
Respectfully s mitted,
JJoa it,
City Manager
Preparey,
Pooja u
Technology Services Manager
Attachment(s):
1. Personal Services Agreement with Contract Schedules
THIS AGREEMENT is made, entered into, and shall become effective this 15th
day ofJune, 2010, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and System Innovators, a Division of N. Harris Computer
Corporation (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to implement centralized cashiering using iNovah; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Schedule E, and is subject to the License Agreement in Schedule A and the
Maintenance and Support Agreement in Schedule D, attached and incorporated herein
by reference. To the extent that there are any conflicts between the provisions
described in the Contract Schedules and those provisions contained within this
Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall continue until notified that said services are no longer
required, subject to 15 days notice of termination.
Section 3. Compensation,
3,1 Amount.
.Total compensation for the software and services hereunder shall not
exceed $05,948 for the fiscal year inclusive of year 1 support and maintenance fees as
set forth in Schedule "C," attached and incorporated herein by reference.
- 1 - ATTACHMENT 1
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been- satisfactorily completed for such monthly period. The
City will pay monthly progress payments based on approved invoices in accordance
with this Schedule C.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. independent Contractor.
. It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontracting and Assi nment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work andlor Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
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aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law; E -Verify.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
9.2, E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland
Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen
days of the effective date of this Agreement to verify the employment authorization of
new employees assigned to perform work hereunder. Consultant shall verify
employment authorization within three days of hiring a new employee to perform work
under this Agreement. Information pertaining to the E -Verify program can be found at
ttp://www.uscis.gov, or access the registration page at https://www.vis-
dhs.com/employerregistration. Consultant shall certify its registration with E -Verify and
provide its registration number within sixteen days of the effective date of this
Agreement. Failure to provide certification will result in withholding payment until full
compliance is demonstrated.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise
approved by the City in writing.
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Section 1 . Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 13, Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the negligence, recklessness and/or. intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors.
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
negligence, recklessness and/or wrongful conduct of the City, or any of its elective or
appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under farms of -insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class Vll or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
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risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence.
As owns no vehicles, auto liability coverage may be provided by means of a non -owned
and hired auto endorsement to the general liability policy in an amount not less than one
million dollars per occurrence ($1,000,000.00).
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant small obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amoubt, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out
of activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
. 14.5 Errors and Omissions Coverage [FOR PROFESSIONS/WORK
EXCLUDED FROM GENERAL LIABILITY]
Throughout the term of this Agreement, Consultant shall maintain Errors
and Omissions Coverage (professional liability coverage) in an amount of not less than
One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement,
Consultant shall submit an insurance certificate to the City's General Counsel for
certification that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
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nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Consultant.
In addition, this Agreement may. be terminated by any party for cause by
providing thirty (30) days' notice to the other party of a material breach of contract. If
the other party does not cure the breach of contract, then the agreement may be
terminated subsequent to the thirty (30) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Pooja Gupta
To Consultant: Harris Computer Systems
10550 Deerwood Park Blvd., Suite 700
Jacksonville, Florida 32256
Attn: Jim Simak
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
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Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
Maria Morris, City Clerk
APPROVED AS TO FORM:
Omar Sandoval, City Attorney
CITY OF SAN JUAN CAPISTRANO
Joe Tait, City Manager
CONSULTANT
MM
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Jim Simak, General Manager
iNovah CASHIERING SYSTEM
CONTRACT SCHEDULES
SYSTEM INNOVATORS, a Division of
N. HARRIS COMPUTER CORPORATION
-and—
City OF SAN JUAN CAPISTRANO,
Corporate Headquarters: Business Division:
N. Harris Computer Corp. Inc. System I'nnovators
1 Antares Drive, Suite 400 10550 Deerwood Park Blvd,. Suite 700
OTTAWA, ONTARIO- Jacksonville, Florida USA
K2E 8C4 32256
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Schedule "A"
Software License Agreement
1. Definitions
Unless otherwise defined herein, all defined terms used herein.shall have the meaning
ascribed to them in the City's Personal Services Agreement.
2. Grant of Licenses
Subject to the terms and conditions of this Agreement, the Consultant hereby grants to
the City a nonexclusive, non -transferable and perpetual license to use the Software on
the Designated Computer System (the "License").
3. Term of License
The License granted herein commence on the date of this Agreement unless terminated
pursuant to the terms hereof.
4. Restrictions on Use
Except as expressly provided herein, the City 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.
City 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 City to use the.Software in (1) a test environment and (2) 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 City beyond the applicable notice
and cure periods as provided in this Agreement, City shall deliver to Consultant the
Software and all copies thereof in whichever form, including partial copies which may
have been modified by City 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, City 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. City may not remove any copyright, trademark
or other proprietary notices from the Software and related materials supplied by
Consultant.
5, Derivation, Modification and Copyright
(a) The City 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 City 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 City shall have no right to modify any of the Software supplied
by the 'Consultant for City's use under this Agreement without the prior written
approval and direction of the Consultant.
(C) The City agrees that it will not, except as otherwise expressly
provided in this Agreement or except as dictated by City's standard computer
system's backup procedures and/or test environments, make or allow others to
make copies or reproductions of the Software or other proprietary information in
any form. The City agrees that it will not copy or otherwise reproduce the
Software and that any additional copies as are reasonably necessary for the use
of the Software shall be provided to the City through the issuance of additional
Licenses at the Consultant's then current charges.
(d) The City may duplicate Documentation, at no additional charge, for
the City's use so long as all required proprietary markings are retained on all
duplicated copies.
6. Ownership of Software and Confidential Information
(a) The City acknowledges that the Software contains proprietary and
confidential information of the Consultant which shall, at all times, remain the
property of the Consultant. Through the grant of licenses pursuant to Section 2,
the City is only entitled to use of the Software in accordance with the terms of this
Agreement.
(b) The City 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 City 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 City 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 City is complying with its obligations with respect to the proprietary nature
and confidentiality of the Software, the. City 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.
7. Termination for default
Each license granted hereunder may be cancelled by the Consultant if the City is in
default in payment of any amount due the Consultant for a period of sixty (60) days.
License may be cancelled at any time upon default by the other party of any covenant of
this agreement if such default in not cured within sixty (60) days after receipt of written
notice thereof. Said written notice much set forth particulars of the alleged default.
S. Procedure upon termination
If the License is cancelled due to Default of City, then within thirty (30) days following
such termination, the City shall return the Software to the Consultant and shall certify,
under the hand of a duly authorized officer of the City, that all copies of the Software or
any part thereof, in any form, within the possession or control of the City have been
returned to the Consultant.
9. Incense Fees and Taxes
City agrees to pay the License Fees in the amount and in. the manner specified in
Schedule C. License l=ees are non-refundable. Any tax Consultant may be required to
collector pay upon the sale, use or delivery of the Software described in this Agreement
shall be paid by the City. Any personal property taxes levied after delivery of the
Software described in this Agreement shall be paid by the City.
Schedule "13"
Description of Software
Standard Programs (provided by "CONSULTANT")
- iNovah Standard License — 50,000 annual receipt volume
Required Programs (provided by "City")
- Microsoft Windows 2003 Server operating systems.for the iNovah web application
and database server
- Microsoft SQL Server 2005 database management system for the iNovah
Consolidated Database
- Microsoft Windows XP operating systems for the iNovah City workstations
- Microsoft Windows Internet Explorer 6 or 7 for the iNovah City workstations
- Appropriate network software for TCP/IP network connectivity between all iNovah
servers and workstations
Schedule "C"
Fee Structure and Payment Schedule
Note: Fees for Services listed below are based on ,best estimates of the number of
hours of work required to complete the Services outlined in the Statement of
Work (SOM. Accordingly, the total of such fees. will increase or decrease as the
number of actual hours worked is greater than or less than such estimates.
Software List Price Extended
1
iNovah V2.x Standard License
(Up to 50,000 receipts annually) (1)(2)
$
18,900 1 $
_.
3,900
, 4,800
' MS Govern Central Cash Replacement
Credit
$
(15,000)
' 6,000
_
1 -
_
Trakit - iNovah RIT Custom Interface$
16� System Training
7,500 $
5,500
1
CIS Infinity RIT Inquiry and Update
$
7,500
Included
1
MSGovern FMS Update
$7,500
Included
1
RecTrak - iNovah RIT Custom Interface
7,500 $
7,500
Total Software
16,900
Services iNovah Installation and Traininq Package(3) Hourly Rate Total
64 Project Management _1 1
$150
9,600
32 SW Install Database Setup & Configuration
$150
, 4,800
Biz Process Gap - Requirements
40Assessment
$150
' 6,000
8 _ End User Training
$150
1,200
16� System Training
$150
2,400
8 Post -implementation Go -Live Support
$150
mm 1,200
Travel & Accommodations Package (#
3 1 person --trips) {`�
2,000
6,000
Total Services
Hardware
31,200
Unit Price Extended
5
TPG A776 Receipt Printer
$ 595.00 2975_
5
_
Canon CR -25 Check Imager/Scanner
594.00 2970
5
APG Cash Drawer 18_.x 16) with locking till
229.00 1145
__.w. 0
Estimated FREIGHT (FOB)
250 free shipping
Total Hardware
iNovah T11 is licensed based on the Annual Receipt Volume (the number of receipts processed through
the INovah Payment Portal).
(2) This license includes unlimited seats of cashiering and reporting modules. All payments (receipts)
processed through INovah are counted regardless of their source or ultimate disposition.
(3) Professional services associated with software customization requirements not previously defined are
not included.
(4) This fee includes travel & accommodation expenses incurred by System Innovators personnel as part
of the implementation. Actual Travel & Accommodation expenses will be billed monthly as they are
incurred.
i
Payment Schedule.
A. License Fees:
1. On execution of this Agreement: (50% of Software fees).............$8,450
2. On completion of Installation and Delivery:(50% of Software fees) $8,450
B. Consulting, Training and Travel Fees... ................................. .... - $31,200
Invoiced monthly on the basis of actual hours of work thru completion of the
project
C. Hardware Peripherals (Invoiced upon Delivery)......................................$7,090
D. Annual. Support and Maintenance Fee (invoiced upon delivery) ............$'10,758
Subsequent years fees invoiced annually on the anniversary of delivery
E. Third Party and Other Fees (Invoiced upon Delivery)...................................$0
Schedule "D"
Support and Maintenance Agreement
This support and maintenance agreement (the "Support and Maintenance'
Agreement") between CONSULTANT and City becomes effective the earlier of ninety
(90) days from the date of signing of the Personal Services Agreement or the date of
delivery and installation of the Software.
Unless otherwise defined herein, all defined terms used herein shall have
the meaning ascribed to them in the Personal Services 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
during 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 City 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 City by pager number and electronic mail to provide support.
3. In consideration for the support services specified in Section 2, City shall pay the
five (5) year Support and Maintenance Fees of $10,758 USD. Support and
Maintenance fees shall be invoiced per Schedule C, Section C. The Annual
Support and Maintenance Fee will be billed annually in advance beginning on the
anniversary of the Support and Maintenance Agreement or on an alternative date
mutually agreed to by both parties. If the City 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, City 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 customers of CONSULTANT.
4: All support services provided by CONSULTANT to City other than those
specified in Section 2 (such as, but not limited to, on-site support), shall be
provided to City 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 City 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 Support and Maintenance Agreement shall be for five
years beginning on the date determined in the opening paragraph of this
Schedule D. The Support and Maintenance Agreement shall continue thereafter
on an annual basis provided that City shall pay the then prevailing Annual
Support and Maintenance Fee, unless terminated by either party upon giving to
the other not less than 30 days notice in writing prior to the end of the initial five
year term or any subsequent anniversary of such date. If the Support and
Maintenance Agreement is terminated by City, 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. 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 City 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 City
shall acquire no proprietary rights by virtue hereof.
8. Unless terminated pursuant to Paragraph 0 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 thirty (30)
days of written notice of such failure to perform any of its existing or future
obligations.
(b) If City 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. This Support and Maintenance Agreement is the exclusive statement of the
entire support and maintenance agreement between CONSULTANT and City.
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.
12. The parties hereto agree. that the terms and conditions contained herein shall
prevail notwithstanding any variations on any orders submitted by City.
13. (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 taping
effect.
(b) The City and the CONSULTANT recognize that circumstances may arise
entitling the City to damages for breach or other fault on the pari of the
CONSULTANT arising from this Support and Maintenance Agreement.
The parties agree that in all such circumstances the City'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 City TO RESCIND OR BE
DISCHARGED FROM THE PROVISIONS Or THIS SUPPORT
AND MAINTENANCE AGREEMENT AND WHETHER IN THE
NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL
BREACH, THE City'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 City'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 City 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 City BY ANY OTHER PARTY.
(iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY
CLAIM, DEMAND OR ACTION BY THE City 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.
14. The parties hereby confirm that the waivers and disclaimers of liability, releases
from liability, limitations and apportionments of liability, and exclusive remedy
provisions expressed throughout this Support and Maintenance Agreement shall
apply even in the event of default, negligence (in whole or in part), strict liability
or breach of contract of the person released or whose liability is waived,
disclaimed, limited, apportioned or fixed by such remedy provision, and shall
extend to such person's affiliates and to its shareholders, directors, officers,
employees and affiliates.
15. 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 City 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.
16. This Support and Maintenance Agreement shall be governed by the laws of the
State in which the City is located.
17. This Support and Maintenance Agreement may not be assigned by the City
unless, concurrently with any such assignment, the City assigns its rights under,
and complies with the provisions of the Agreement.
18. 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.
19. Time shall be of the essence of this Support and Maintenance Agreement.
20. 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.
21. 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.
ATTACHMENT 1
Support and Maintenance Service Guidelines
The purpose of this Attachment is to provide our customers with information on our
standard coverage, the services which are included as part.of your annual software
support, a fisting of call priorities, an outline of our escalation procedures and other
important details.
CONSULTANT reserves the right to make modifications to this document as required;
provided, however, CONSULTANT shall not reduce the scope of support provided
hereunder without the prior consent of the City.
The services listed below are services that are included as part of your software
support.
® 800 Toll Free Telephone support
a Scheduled assistance for installations, upgrades & other special projects (there may
be charges depending on the scope of work)
a Technical troubleshooting & issue resolution _
• E-mail support call logging and notification
• Standard software releases and updates
- Defect corrections (as warranted)
- Planned enhancements
Release notes
• Design review for potential enhancements or custom modifications
• Ability to attend the annual customer conference (attendance fees apply)
Help Desk Hours
Our standard hours of support are from 8:00 a.m. EST to 6:00 p.m. EST, Monday to
Friday, excluding designated holidays. Extended support including holidays and
weekends is available on a per fee basis and must be scheduled in advance 'in most
cases.
Contact Information
The support staff at Harris Computer Systems may be contacted by the Client at its
mailing address, general and support -only telephone numbers, and via e-mail or the
Internet.
a. Mail may be sent to the support staff at Harris Computer Systems headquarters,
located at 10550 Deerwood Park Blvd., Suite 700, Jacksonville, Florida 32256.
b. Telephone Numbers. 1.800.963.5000
c. Internet and E-mail Contact Information. E-mail may be sent to the support staff
at clientservices@systeminnovators.com.
Call Priorities
In an effort to assign our resources to incoming calls as effectively as possible, we have
identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our
support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium
Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish
guidelines for these calls are as follows:
Priority 1 — High (Urgent)
• System Down (Software Application)
• Inability to process payments
• Program errors without workarounds
Incorrect calculation errors impacting a majority of records
Performance issues of severe nature impacting critical processes
Priority 2 - Medium
• System errors.that have workarounds
• Calculation errors impacting a minority of records
• Reports calculation issues
• Printer related issues (related to interfaces with our software and not the
printer itself)
• Security issues
• Performance issues not impacting critical processes
Priority 3 - Low
• Usability issues
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
Call Process
All issues or questions reported to support are tracked via a support call, our support
analysts cannot provide assistance unless a support call is logged. Our current process
for logging calls includes the following: Email, phone and fax.
• Your call must contain at a minimum: your City name, contact person, software
product and version, module and/or menu selection, nature of issue, detailed
description of your question or issue and any other information you believe
pertinent.
• Our support system or one of our support analysts will provide you with a call id
to track your issue and your call will be logged into our support tracking
database.
• Your call will be stored in a queue and the first available support representative
will be assigned to deal with your issue. %
• As the support representative assigned to your call investigates your issue, you
will be contacted and advised as to where the issue stands and the course of
action that will be taken for resolution. If we require additional information, you
will be contacted by the assigned support representative to supply the
information required.
Correspondence and actions associated with your call will be tracked against
your call in our support database.
® Contact the support department at your convenience for a status update on your
development issues -
Table of Service Level Requirements.
Byway of example, but not by limitation, a compilation of the deadlines stated herein is
included below for convenience of reference by the parties. These deadlines may be
modified in instances of specific issues when mutually agreed to by the parties.
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 support supervisor or group lead
Level 3: Contact the Director of Services
Level 4: Contact the General Manager of System Innovators
priority 1 "Urgent"
Priority 2 "Non -
Service Level Requirement
Error
Urgent" Error
Time measured from initial report of Error
to Consultant.
Initial Response Due
2 hours
8 hours
Correction identified and a mutually
24 hours
7 days
agreeable correction plan will be
developed within
_
Escalation StageW1 (Support mm
12 hours
7 daysWW
Supervisor/Group Lead)
Stage 1 Status Report Intervals
every 4 hours during
daily
standard business
; hours
_
Escalation Stage 2 (Dir, of Support)
24 hours _
10 days
Stage 2 Status Report Intervals
Every 4 hours during
daily
standard business
hours
Escalation Stage 3 (General
72 hours
30 days
Manager)
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 support supervisor or group lead
Level 3: Contact the Director of Services
Level 4: Contact the General Manager of System Innovators
Holiday Schedule
Below is a listing of observed holidays. Please note that support services will be closed
on designated days as outlined below.
New Year's Eve
Closed
New Year's Day
Closed
Martin Luther King Holiday
Closed
Memorial Day
Closed
4th of July
Closed
Labor Day
Closed
Veteran's Day
Closed
Thanksgiving Day (US)
Closed
Day after Thanksgiving (US)
Closed
Christmas Eve
Closed
Christmas Day
Closed
Day after Christmas (Boxing Day)
Closed
Test Databases & Environments
We support customers in the maintenance of independent Test Environment 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 Citys, we require that a communication link is
established and maintained between our two sites. It is the City'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 internet, Virtual
Private Network (VPN); Remote Access Server (RAS), Direct Connection (modem) and
Terminal Services (a backup connection may be required for file transfers).
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
• Forms redesign or creation (includes Payment, Allocation, Receipts, Validations,
etc.)
• Setup & changes to 3rd party interface or creation of new interface
• Setup of new services or changes to services ( POP, ACH, etc)
• File imports/exports - Interfaces to other applications
• Refreshes, backups, restores, setting up test areas
• Setup of printers, printer setup changes
• Custom modifications (reports, forms, reversal of customizations)
• Setting up additional companies 1 agencies i offices 1 reports
• Data conversions 1 global modification to setup data
• Database maintenance, repairs & optimization
• Extended Hardware & Operating System support
• Upgrades & support of third party software
• Installations f re -installations (workstations, servers)
• installation, configuration or upgrade of hardware and third party software
• reconfiguration of hardware and fileservers
• recovering data resulting from City error
• upgrading of hardware systems
• preventative maintenance monitoring or other services
• recommending or assisting with disaster recovery plans
• WEB/IP/ODBC connections to other third party products
• creation of custom reports
Schedule "E„
Statement of Work SOW
Overview and Approach
This Statement of Work ("SOW') describes the work to be undertaken by System
Innovators and the Client under the terms and conditions of the agreed upon contract.
This SOW is incorporated and made fully a part of the contract between the Client and
System Innovators.
The services and deliverable materials of be provided by System Innovators, as well as
the estimated schedule and any assumptions made by System Innovators are
described within this SOW. In addition, the responsibilities of both System Innovators
and the Client are listed.
System. Innovators will provide cashiering software ("iNovah") to the Client for the
collection and processing of payments made to the Client. The services provided by
System Innovators will include project management, customization, configuration,
training and installation of the software and interfaces.
The Client will provide interfaces to the iNovah product in the format expected by the
cashiering system, for both inputs and outputs. The Client will make available to System
Innovators appropriate staff that has expertise in the work areas that utilize the iNovah
system. The Client will provide a project manager to work with System Innovators team
until the iNovah system is fully implemented.
Project Scope
System Innovators will provide the following services related to the Clients iNovah
cashiering project:
Software integration services to implement the iNovah software into the Client's
environment.
Training services
Ongoing support from the System Innovators project team during the duration of
the project
Project management services for the duration of the project
Assumptions
The SOW and System Innovators estimates are based on the following key
assumptions:
1. The following Client resources are mailable to work on this project:
• Executive sponsor
• Project manager (may be separate functional and technical leads)
• Payment processing subject matter expert
• Host system(s) subject matter expert
• iNovah administrator
• Network administrator
• Database Administrator -
2. A high-speed remote VPN connection to iNovah Application Server is
available for testing and production support
3. The configuration of computer servers, PCs, networks and third party
software is the Client's responsibility
4. System Innovators staff will be provided with workspace for up to 2 people
when performing onsite services. The workspace will be equipped with a
connection and access rights to the Client's network 1 internet.
5. System Innovators staff will have access to iNovah Application servers when
performing services onsite.
8: The Client will provide the services described in this Statement of Work in a
timely fashion to allow System Innovators to meet agreed upon schedules.
7. The Client or Clients vendor will provide the necessary interface program to
support integration of iNovah with all applicable host systems.
8. The Client will provide a fully functional test environment, replicating the
production functions, to enable development and testing of the iNovah
implementation
9. The Client and System Innovators agree to work concurrently and
collaboratively on problem determination and resolution, to ensure overall
success of the iNovah implementation
Work Breakdown
Assessment and Planning Phase
Deliverables
• 2 day onsite assessment meeting at Client facilities to initiate project, evaluate
business practices and identify requirements
• System Overview Presentation
• Base iNovah Software
Project Plan
Implementation Document
VPN connection
System Innovator Responsibilities
• Facilitate the onsite assessment meeting
• Review contract and SOW with Client project manager
• Coordinate and schedule System Innovator resources and activities relating to
the implementation
• Deliver an iNovah product overview presentation
• Work with Client to validate the project plan
• Review and administer the project change control procedure with the Client's
project manager
■ Work with Client to install the base iNovah software
• Documenting Client customization requirements in the implementation document
Client Responsibilities
• Participate in the onsite assessment meeting, ensure all necessary resources are
available
■ Review contract and SOW with System Innovators project manager
® Establish and maintain project communications with the System Innovators
project manager
• Work with System Innovators to validate the project plan
Work with System Innovators to install the base iNovah software
Ensure that iNovah environment meets the server and workstation
recommendations provided by System Innovators
Establish remote connection access (VPN) for System Innovators for the life of
project
Integration Phase
Deliverables
• 1 two day remote system training class for up to 5 Client representatives involved
in the iNovah implementation
• Custom iNovah software
• Acceptance test plans and scripts
• Training documentation
• Status reports
System Innovator Responsibilities
• Conduct remote system training
• Deliver training guides and other materials
Conduct project status meetings and prepare and submit weekly reports
Escalate within System Innovators any issues with the implementation project
Provide assistance to the Client for iNovah system configuration and setup
Programming of interfaces and/or customizations
■ Work with Client to install custom iNovah software
Client Responsibilities
• Participate in the remote system training
• Dedicate resources for iNovah system configuration and setup
a. Create test plans and scripts
it Provide assistance to System Innovators for interfaces and/or customizations
19 Work with System Innovators to install custom iNovah software
Acceptance Testing Phase
Deliverables
Issues tracking Document
Issues review meetings
Final customized release of iNovah
System Innovators Responsibilities
■ Conduct project status meetings and prepare and submit weekly reports
■ Support Acceptance Testing
■ Close all Severity 1 and Severity 2 issues
■ Deliver and assist client with installation of iNovah software updates
Client Responsibilities
■ Perform Acceptance testing in accordance with written test plan
■ Communicate all software defects to System Innovators, using Issues Tracking
Document
■ Work with System Innovators to install iNovah software updates
■ Validation of software changes provided to address identified severity 1 and
severity 2 defects
■ Participate in project status 1 issues review meetings
Production Implementation Phase
Deliverables
■ 2 days of onsite end user training classes for Client employees that will use
iNovah
■ 1 support resource for a maximum of 2 days onsite upon production
implementation of iNovah
■ Training documentation
■ Production Environment readiness
System Innovators Responsibilities
• Deliver end user training
■ Provide reference and training materials
■ Assist client with preparation of production environment
■ Provide onsite go live support
■ Conduct project status meetings and prepare and submit weekly reports
Client Responsibilities
■ Establish environment for end user training
■ Send cashiers and supervisors to the end user training class
■ Provide additional copies of reference or training materials
■ Ensure production environment is properly configured and ready for production
use
Specific Work Items
The following list represents specific work items to be performed during the product
implementation. This list specifies those items that include the base product installation
and configuration to match the business and workflow processes of the Client.
1. Base Product Installation
2. Business Rule Configuration
3. Payment Processing Workflow Configuration
4. Traklt Real Time Inquiry/Update Integration
5. Advance CIS Infinity Real Time Inquiry/Update Integration
6. MS Govern Real Time Inquiry/Update Integration
7. RecTrak Real Time Inquiry/Update Integration
Today's Date: 7/20/2010
Transmittal Routing
(Check All That Apply)
® City Attorney
® City Manager
® City Clerk
CIP No, (if any)
Project Manager's Last Name: Gupta Phone Extension: 6302
Council or CRA Meeting Date (if applicable): 7/20/10
APPROVING AUTHORITY: (Check One)
❑ Mayor
❑ CRA Chair
® City Manager
Provide (1) executed original contract for each signing party, including the City. If the agreement is to. be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
Name(s) Street City St Zip
Included
I
OTHER INSTRUCTIONS;
Form Date: 01-2004 D - 7
32400 PASEO ADELANTO
SAN JUAN CAPISTRAN O, CA 92675
(949) 493-1171
(949) 499-1853 FAx
W W W.saPjuancapistrano. org
23
11107;
Harris Computer Systems
Attn: Jim Simak
10550 Deerwood Park Blvd, Suite 700
Jacksonville, FL 32256
DATE: July 27, 2010
FROM: Christy Jakl, Deputy City Clerk (949) 443.6310
RE: Personal Services Agreement — Implement Centralized Cashiering using iNovah
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact at Pooja Gupta, Technology
Services Manager at (949) 443-6302.
An original agreement is enclosed for your records.
Cc: Pooja Gupta, Technology Services Manager
San Juan Cal3istrano. Preserving the Past to Enhance the Future
NTinEed on 100% recybed paper
MEMBERS OF THE CITY COUNCIL
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FROM: Christy Jakl, Deputy City Clerk (949) 443.6310
RE: Personal Services Agreement — Implement Centralized Cashiering using iNovah
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact at Pooja Gupta, Technology
Services Manager at (949) 443-6302.
An original agreement is enclosed for your records.
Cc: Pooja Gupta, Technology Services Manager
San Juan Cal3istrano. Preserving the Past to Enhance the Future
NTinEed on 100% recybed paper