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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 -2- 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. _3_ 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 -4- 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, - 5 - 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. -6- 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 -7- 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 -8- 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 Traklt.net Traklt.net �Traklt.net _Traklt.net MS Govern FMS CIS Infinity �...�._� �RecTrak�.__.__..�mm._.��...._ ...._, Source System Traklt.net Traklt.net Traklt.net Traklt.net Traklt.net Traklt.net CIS_Infinity RecTrak Agenda Report Page 6 CIS Infinity------� Payment Requests Water Bills Cty GIs Attendance Enteryrise RecTrack H Payment Requests for Park f=acilities None. Payment Receipts for Permits Payment Receipts for Licenses Payment Receipts for Bonds Payment Receipts for Code V=iolation Pees Payment Receipts Payment Receipts for Water Bills Payment Receipts for Park Pacil€ties Real Time Report presentation July 20, 2010 FileiJexus , City View. -] i Trakit.Net MaintStar tnfrahfap 4.. MSGavem� Wonderware- (SCADA) ; CIS Infinity� City -GIS Attendance i Emerpnse - i W RecTrack I TeiewOrk5 � I t Volp l...... ... ... :.................... BaseCamp Team Budge ......................................... Report Presentation? TOOT I Gsancius Ai$ Accident Electronic FieId Study .MS.:._ Video Exchange You lube I - ]maging ` Back Flaw Rockweii - Provider MSGovem ...... Payment Requests for '. Permits I _ Payment Requests for FiieNexus 1 Licenses .. Payment Requests for i Bonds Traklt Net 1 i Payment Requestsfar ...... Code Violation Fees ISubmission City View of ��eV@IDper - Deposita LLL Submission of i MaintStar I Developer Deductions InfraMapT:j Wonderware (SCADA) CIS Infinity------� Payment Requests Water Bills Cty GIs Attendance Enteryrise RecTrack H Payment Requests for Park f=acilities None. Payment Receipts for Permits Payment Receipts for Licenses Payment Receipts for Bonds Payment Receipts for Code V=iolation Pees Payment Receipts Payment Receipts for Water Bills Payment Receipts for Park Pacil€ties Real Time Report presentation July 20, 2010 FileiJexus , City View. -] i Trakit.Net MaintStar tnfrahfap 4.. MSGavem� Wonderware- (SCADA) ; CIS Infinity� City -GIS Attendance i Emerpnse - i W RecTrack I TeiewOrk5 � I t Volp l...... ... ... :.................... BaseCamp Team Budge ......................................... Report Presentation? TOOT I Gsancius Ai$ Accident Electronic FieId Study .MS.:._ Video Exchange You lube I - ]maging ` Back Flaw Rockweii - Provider Agenda Report Page 7 July 20, 2010 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 -2- 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. -3- 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 -4- 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, -5- 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. -6- 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 -7- 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 -8- 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 EaEaaruaatEo SAM ALLEVATO LAURA FREESE Es7aauSAE6 1776 E 0 THOMAS W. HRIBAR MARK NIELSEN aft �NLR SAj DR, LONDRES USo 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