HomeMy WebLinkAbout2000 09 11 Consent B Munis & KIVA Contracts
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COMMISSION AGENDA
ITEM
B
CONSENT X
INFORMA TIONAL
PUBLIC HEARING
REGULAR
9-11-00
Meeting
MGR. i'~~
Authorization
REQUEST: The Information Services Department requests authorization for the
City Manager to sign and execute contracts with Munis and KIVA for
the purchase and implementation of the Financial and Land
Development software and hardware system.
PURPOSE: To authorize the City Manager to sign and execute contracts for
Financial and Land Management Systems.
CONSIDERA TIONS:
On June 12,2000, the Commission approved the request for the City
Manager to enter into contract negotiations with Munis and KIVA. Both
contracts were negotiated by the City Manager, and reviewed by the City
Attorney. The City Attorney made some technical language changes to
the original contracts. None of the changes were substantial. The
contracts are ready to be signed so that the implementation can begin.
FUNDING: The total cost of this project is $761,525 which includes: Munis & KJV A
hardware, software, and services; cost of consulting services and project
management by Ameritek Consulting; and an additional maintenance fee
for first year maintenance after the 90-day warranty is up. Funding for
this project is covered by a loan agreement with Bank of America (see
Resolution #2000-15). The annual loan payment will be paid 50% by the
Utility Fund and 50% by the General Fund.
RECOMMENDATION:
That the City Commission authorize the City Manager to sign and execute
the contracts with Munis and KJV A.
S:\City Hall\Agendas, Agenda Items, Minutes\Agenda Items\FY 2000\September 2000\September II,
2000\Consent B Requesting Authorization to execute contract for financial system software. doc
IMPLEMENTATION SCHEDULE: To begin immediately after signing of contracts.
A TT ACHMENTS: Munis & KIVA contracts
COMMISSION ACTION:
S:\City Hall\Agendas, Agenda Items, Minutes\Agenda Items\FY 2000\September 2000\September 11,
2000\Consent B Requesting Authorization to execute contract for financial system software.doc
KIVA
SOFlWARE UCENSE AGREEMENT
NAME AND Al)()RESS OF CUSTOMER:
01Y OF WIMER SPRlNGS
1126 E. state Road 434
Winter Sprints, Florida. 32708
Agreement Date Auqust 1 .2000
Agreement Number 80100
1. GRANT OF uaNSE.
KIVA, a Utah corporation ("KIVA"), hereby grants to Customer ("CUSTOMER") and CUSTOMER hereby accepts from KIVA. on the terms and conditions
contained In this Agreement, a restricted, personal, non-transferable and non-excluslve license for the use of Software Product and related Software
Documentation proprietary to KIVA and Identified In the Schedute ("SCHEDULE") attached hereto as Exhibit 1, for the license fees set forth in the
SCHEDULE.
2. DERNlTIONS.
2.1 "SoftWare Product," as used herein, shall mean the computer software provided by KIVA hereunder, (including, but not limited to, programs and
Database Structures) and comprises all proprietary Intelligence, however recorded, contained, duplicated, referenced. or stored,
2.2 ''Software Oocunentatlon," as used herein, shall mean and comprise, but not be limited to, all media, machine readable or otherwise. including
tapes, disks, diskettes, recordings, memories, chips, photos, printed or written documents. manuals of any type. and any other media containing
1ecorded or stored Information.
'2.3 "Database Structures," as used herein, shall mean and comprise the definitions and structure of the database Including data element layouts,
views, indexes and associated programs to create, maintain or modify these definitions and structures,
2.4 "Data," as used herein, shall mean and comprise the Information to be supplied by the CUSTOMER,
2.5 "Adcfrtional Fmctions," as used herein, sh:ln mean am corrprise additional programs and related documentalion which interface with the Software
Product and/or Software Documentation and/or Database Structures, Including any Ideas, concepts, know-how or techniques relafing thereto, and
additions to the Software Product or Software Documentation made by CUSTOMER or consultants.
2,6 "Operating Envirorvnenl," as used herein, shall mean the single designated central processing unit ("CPLr) designated In Exhibit 2, in combination
with the operating system, computers, machines, terminals and devices as also described In Exhibit 2,
3. TERM OF AGREEMENT.
This license Is granted for an initial term of fifteen (15) years from the effeclive date of this Agreement, which shall be the date the last party executes
this Agreement. Customer, at its discretion, may renew this Agreement for an additional fifteen (15) year term by providing written notice to KIVA at
any time during the Initial term of this Agreement and by paying an extension license fee of Ten Dollars ($10.00) for a license to use the software
product and software documentation then in effect.
4. FINANaAl PROVIS1ONS.
4.1 The license Fee shall be paid as set forth In the SCHEDULE.
4.2 All payments shan be made in U.S, Dollars. Billing and collection services related to KIVA products set forth in the scheduled will be provided by
Process, Inc. dba MUNIS, a Maine Corporation ("MUNIS") under a separate agreement between Customer and MUNIS. Upon Customers payment
to MUNIS for KIVA products, KIVA agree s to look only to MUNIS for collection of those payments, KIVA agrees to hold Customer harmless in the event
that MUNIS fails to pay KIVA the payments made to MUNIS by Customer for purposes of making payment due KIVA under this Agreement.
4.3 1ne license Fee due under this Agreement is exclusive of all federal, state, municipal, or other govemment excise, sales, use, occupational, or
like taxes, rowever designated, now in force or enacted In the future and, therefore, in addition to the License Fee due under this Agreement, cis set
forth above in the SCHEDULE, CUSTOMER agrees to pay any tax KIVA may be required to collect or pay now or at any time in the future (including
interest and penalties impased by any governmental authority) which are Impased, levied or based on such License Fee, or on the existence or
operation of this Agreement or on the Software Product, and/or SOftware Documentation or the use, lease, license or delivery thereof, If a certificate
of exerrption or similar doctrnenl or prooeed1ng can be obtained In order to exerrpt the license from and any tax liability, CUSTOMER will obtain and
pusue such certificate, doctmenls or proceeding. If KIVA Is required to collect tax to be paid by CUSTOMER, the CUSTOMER shall pay such tax to KNA
on demard. Ir KIVA Is reqLired to ob1aln a performance boncl. CUSTOMER shall pay such amount to KIVA as the bond may cost. CUSTOMER agrees
to pay a monthly charge of 1 ,5% (18% amuallyJ on all taxes, performance bond premiums or other sums advanced by KIVA. if such sums are not
paid by CUSTOMER to KIVA within forty-five (45) days of the date of Invoice.
4.4 There roll be no refund or credit due CUSTOMER in the event of the termination of this Agreement for arr-{ reason prior to the end of the initial or
any subsequent term.
5. RESPONSlBILffiES.
5,1 CUSTOMER stipUlates that it has determined to accept the terms of the license of the Software Product and Software Documentation in sole
reliarce upon Its own Judgment and not In reliance upon any representation by KIVA regarding the Software Product and Software Documentation.
Ircft.ding but not limited to (a) their selection to achieve CUSTOMER'S Intended results; (b) their Installation and use, Including provisions of necessary
diskettes, tapes and related supplies, all Data entry, all necessary computer time, and selection of available hardware options; (c) the selection of
available program options; (d) determination of when to place them Into productive use; (e) the training and proficiency of CUSTOMER'S personnel;
and (f) the results obtained therefrom.
5.2 KIVA will provide (a) the Software Product and (b) the applicable Software Documentation which shall include program specifications and describe
the program operation.
6. OPEMllNG Ef\MRONMENT DESGNAllON.
1ne license granted l..f1der this Agreement authorizes CUSTOMER to use the Software Product solely on the Operating Environment described in Exhibit
2, If the CPU described In Exhibit 2 Is Inoperative due to malfunctions, the license granted under this Agreement may be temporarily extended.
autrorizlng CUSTOMER to use the SOftWare Product on another CPU using the same operating system until the designated CPU is returned to operation,
7. GWJGE IN DESIGNATED OPEMllNG Ef\MRONMENT.
CUSTOMER may change the CPU and/or operating system herein designated, or the maximum number of terminals herein authorized by sending KIVA
written notification of the effective date, the model, serial number, location, and operating system name ancl version of the newly designated CPU
KYSFTLlC 2/15/90 Rev 6/4/91 : WinterSprings 8/1 0100
Page 1
and/ol operating system and/or the new desired maximum number of terminals, In such event, CUSTOMER agrees to pay additional license Fees
in on amount equal to the difference, if any, between the license Fee previously paid hereunder and the license Fee then charged by KIVA for a
license 10 use the Software Produ:::t ora Software Documentafion on the rew CPU ara/or new operating system. or for the increased maximum number
of terminals. In no event, however, will CUSTOMER be entitled to any refund of license Fees paid hereunder.
8, ADDfTlONAL LICENSES.
CUSTOMER may obtain additional licenses to use the SOftware Produ:::t and Softwale Documentation listed in the SCHEDULE on Operating Environments
olt1er than that specified in Section 6 enWled "OPERATING ENV1RONMENT DESIGNATION," only upon execution of additional license agreements covering
, such installations and the payment of additional license Fees,
9, USER MANUALS.
For each Software Produ:::t, KIVA will deliver to CUSTOMER certain Software Documentation entitled "User Manual". The User Manual may be updated
by KIVA from time to time, and such updates consfilute a change in specifications,
10, L1MrTEDWAARANlY,
10.1 KIVA warrants that for a period of 90 days from the installation of the Software Products, KIVA will, upon written notice from CUSTOMER, use
reasonable efforts to correct any error present at the time CUSTOMER installs the system and which prevents the Software. Product and Software
Documentation from operating in substantial conforrri1y with the User Manual provided by KIVA with the Software Product and Software Documentation.
The above warranty is contingent upon the CUSTOMER'S proper use of the Software Product or Software Documentation and does not apply if the
Software Product or Software Documentation fails to perform due to accident, neglect, misuse, failure of electrical power, air conditioning humidity
control, transportation, or any =use other than ordinary use. The above warranty does not apply if the CUSTOMEr? has modified the Program Product
'-...... or Software Documentation.
10.2 KIVA does not represent or warrant that the Software Product and Software Documentation will meet CUSTOMER'S reqUirements or will operate
in the =mbinations which may be selected for use by the CUSTOMER, that the operations of the Software Product and Software Documentation will
be uninterrupted or error-free or that all defects will be corrected,
10,3 CUSTOMER agrees to allow KIVA the opportunity to make repeated efforts within a reasonable time to correct programming errors. KIVA'S
undertaking to make corrections in accordance with the foregoing warranty shall be the extent of KIVA'S warranty obligation in all situations involving
performance or non-performance of the Software Product and Software Documentation furnished or to be furnished under this Agreement.
10.4 THE WARRANTY STAlED AIl<J'V1: IS EXGUSM AND IN LIEU OF ALL OlHER WARRANTIES, EXPRESS OR IMPUED, INCLUDlI\lG, BUT NOT LIMnED TO. lHE
IMPliED WARRANTIES OF MERCHANTABIUlY AND RlNESS FOR A PARTICUlAR PURPOSE, EAm OF WHIm IS EXPRESSlY DISCtAlMED, SOME STAlES AND OlHER
JURISDICTIONS DO NOT ALLON THE EXGUSlON OF IMPUED WARRANTIES OR LIMITATIONS ON TI-lE OORATION OF IMPlJED WARRANllES, so THE LIMITATION
IN THIS SECTION MAY NOT BE APP\JCABLE. SUCH A WARRANrf. IF APPUCABLE, PROVIDES SPEaRC LEGAL RIGHTS. AND Oll-JER RIGHTS MAY EXIST DEPENDlI\lG
ON lHE STAlE OR JUR1SOICTION.
11, LIMITATION OF REMEDIES AND DAMAGES,
11.1 CUSTOMERS exclusive remedy for any claim whatsoever against KIVA, regardless of form, shall be either (1 ) the correction by KIVA of errors in the
Software Product and Software Documentation as provided in Paragraph 10.1. or (2) if, after repeated efforts, KIVA is unable to make the Software
Product and Software Documentation operate os warranted, for actual damages to the limits hereinafter set forth,
11 ,2 FO! any malenal breach of the terms and conditions of this Agreement by any party, the non-breaching party shall have all remedies available
by law, including but not limited to, actions in equity and for specific performance unless another remedy is specifically and expressly provided for
in this Agreement or such remedies are limited by other provisions of this Agreemen1.
In no event shall KIVA be liable for special, ircidental, O! consequential damages resulting from loss of use, or loss of data arising out of or in connection
with the use of the software or hardware produ:::ts. In the event of loss of data caused by the software products and not Customers improper actions,
KIVA shall assist CUstomer in recovering lost data,
11.3 IN NO EVENT SHbJ.l CUSTOMER HOlD KIVA LJABLE TO CUSTOMER FOR /'N( ClAIM OF /'N( NATURE WHATSOEVER MADE AGAINST CUSTOMER BY /'N(
TI-lIRD PARTY /!>S A CONSEQUENCE OF lHE CUSTOMER'S USE OF lHE SOFlWAR€ PRODUCT ANDSOFlWAR€ [x)cuMENTATlON. FURlHER. IN NO EVENT SHbJ.l
KIVA BE LIABLE FOR SPEOAL. INaDENTAL, OR CONSEQUENTlAL DAIvlAGES II\JCLUDlNG /'N( DAMAGES RESUlTING FROM LOSS OF USE, OR LOSS OF DATA
ARISlI\lG OUT OF OR IN CONNECTION W11H lHE USE OF lHE SOFlWAR€ PRODUCTS.
11.4 KIVA shall not be liable fO! any damages =used tty delay in delivery, installation or furnishing of the Software Product or Software Documentation,
1 1.5 No action, regardless of form, artsing out of this Agreement may be brought by either party more than one (1) year after the cause of action has
accrued. except that an action for non-payment of any License Fee due under this Agreement may be brought within one (1) year after the date of
lost payment.
11 ,6 Some states and other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above
limitation may not be applicable.
12. PERMISSION TO COPY
12.1 CUSTOMER may copy in whole or in part any Software Product or Software Documentation; provided, hawever, that only the number of copies
required to seNe CUSTOMER'S actual need shall be made, and provided, further, that such copies may only be used In the designated Operating
Environment specified in Exhibit 2,
12.2 All copies of Software Produ:::t and Software Documentation made by CUSTOMER for CUSTOMER'S own use, including translations. compilations,
partial copies within Modifications or Updated works shall at all times continue to be the property of KIVA, CUSTOMER will maintain records of the
number and location of the onglnal and all copies of the Software Product and Software Documentation and will make these records available to
KIVA at any time if the original or any copy of such malenals will be kept at any location other than that of the designated CPU. CUSTOMER will insure,
prior to disposing of any media, that any Software Product contained thereon has been erased or othelWise <Jestroyed and that similar destruction
has occurred os to the Software Documentation,
13. MODIFYlI\lG SOFTWARE.
Customer shall not modify KIVA's software product unless prior-W1itten permission is given by KIVA.
14. PROTECTION OF UCENSED SOFTWARE PRODUCTS AND SOFlWAR€ [x)cuMENTATION.
14.1 CUSTOMER acknoWledges and agrees that the Software Product and the Software Documentation, Including 011 modifications. updates or
replacements thereaf and all Additional Functions thereto, constitute intellectual property. including trade seclets, and proprietary data of KIVA, are
protected by civil and crlminallaw, and by the law of patent and copyright, thaI they ale secret, confidential, valuable, special and unique assets
of KIVA, and that they are, and shall at all times remain, the sole and exclusive property of KIVA and that KIVA has all right, title and interest therein.
CUSTOMER agrees that their use and disclosure must be carefully and continuously controlled, CUSTOMER agrees to hold in strict confidence all
information and know-how, techni=1 or otheJwise, related to the Software Product and Software Documentation, CUSTOMER sholl not divulge, furnish,
KVSFTLlC 2/1 5/90 Rev 6/4/91 ; WinterSprings 8/1 0/00
Page 2
use for the benefit of any third person, or make accessible any Software Product or Software Documentation in any form without KIVA's prior wriflen
permission, except to CUSTOMER'S employees or consultants when on CUSTOMER'S premises for purposes specifically related to CUSTOMER'S use of
the Software Product and Software Documentation. As to all CUSTOMER'S employees, CUSTOMER shall take appropriate action by instruction,
agreement or otherwise, keeping complete documentation of all of the same as to Identities, addresses, and (jates, so as to enable CUSTOMER to
satisfy CUSTOMER'S obligations under this Agreement. As to all CUSTOMER'S consultants. prior to disclosing the Software Product and Software
Documen1ation to such consultants. CUSTOMER shall require such consultants to execute a Non-Disclosure Agreement In 1he form aflached hereto
as,Extibll "3", and take such other approprlate action as Is reasonably necessary. so as to enable CUSTOMER to ~;otisfy CUSTOMER'S obligations under
this Agreement, 1he execullon by a consultant of CUSTOMER of such a non-disclosure agreement shall not opero1e to relieve CUSTOMER from liability
for acts of sLCh cOflSlJlant resL1tlng from the breach of this AGREEMENT. Neither this Agreement, nor any Software Product nor Software Documentation
may be assigned. sublicensed. or otherwise transferred by CUSTOMER withoul prior wrll1en consent from KIVA.
14.2 CUSTOMER Lnderstands thai the Software Product and SOftware Documentation are subject to the Copyright Act of the United States, CUSTOMER
further agrees that the placement of a copyrlght notice on any portion of the Software Product or Software Documentation will not be construed to
mean that such portion has been published and will not derogate from any claim that such portion is a trade secret or contains proprietary and
confidential Information,
14.3 CUSTOMER agrees with respect to any copyrighted Software Product or Software Documentation to reproduce and include the copyright notice
of KIVA In the same form as contained on the Software Product and Software Documentation supplied by KIVA hereunder on any copies made by
CUSTOMER, whether su::h copies are of the whole or part, In any form, including modifications of the Software Product and Software Documentation
made in accordance with this Agreement,
14.4 It CUSTOMER has not licensed source code, CUSTOMER shall not create or al1empt to create. or permit others to create or aflempt to create
source code. by reverse engineerlng or otherwise.
14,5 CUSTOMER agrees to notify KiVA Immediately of the unauthorized possession. use or knowledge of any Item supplied under this license and of
other information made available to the CUSTOMER under this Agreement, by any person or organization not outhorized by this Agreement to have
such possession. use or knowledge. CUSTOMER will promptly furnish full details of such possession. use or knowledge to KIVA. will assist in preventing
the recurrence of such possession, use or knowledge, and will cooperate with KIVA In any litigation against third parties deemed necessary by KIVA
to protect its proprletary rights. CUSTOMER'S compliance with this paragraph shall not be construed In any way as a waiver of KIVA'S right to recover
damages or obtain other relief against CUSTOMER for its negligent or Intentional harm to KIVA'S proprietary righls. or for breach o(contractual rights,
14.6 Notwithstanding the aforementioned paragraphs, KIVA hereby acknowledges that Customer. as a Florldo municipal corporation. is subject to
the Florida PLbfic Records Act and SLnShine Law. KIVA further acknowledges that under the Public Records Act and Sunshine Law. the Customer must
permit the public to Inspect and/or copy all public records which the Customer makes or receives In the course of conducting Customers business
and must hold meetings of the City Commission and various City boards and committees In the public. unless particular Information is exempt by
Florida law from pUJlic records dIsclosure or a particular meeting Is not subject to the Sunshine Law, KIVA acknowledges that any record, document.
computerized inforrnationand program, audio or video tape, photograph or other writing of the KIVA related, directly or indirectly. to this Agreement
may be deemed to be a PLblic Record whether in the possession or control of Customer or KIVA, Said record. document, computerized information
and program audio or video tape. photograph, or other writing or the KIVA deemed a Public Record is subject to the provisions of Florida Statutes
Chapterl19 and may not be destroyed without the specific wrll1en approval of the Customer, Upon request by the Customer, KIVA shall promptly
supply copies of said records to customer.
Customer acl<nowledges th:Jt KIVA claims th:Jt Ire software products ard related doc:uT1entalion ~,e. users' maro::I1s ard I..pdales thefeto) are trade
secrets pusumt to US and utah trade secret law ard to Rorida statutes Section 815.045. and CUstomer sh::JIJ post mtlce of claimed trade secret status
in appropriate Ioc:alions and sh::JIJ corrpIy with KIVA licensing reqLirements Intended to protect sucl1 trade secrets.
Upon request by the Customer. the KIVA shail promptly supply copies of said public records to the Customer. All books. cards. registers. receipts.
documents and other papers in connection with this Agreement shall during normal business hours of KIVA be open and freely exhibited to the
Customer for the purposes of examination and audit at Customers expense.
Ail public meetings will be held in accordance with the Florlda Sunshine Law.
15. RIGHTS IN DATA.
CUSTOMER shaD retain rights in data stored in the database structures. KIVA agrees that said data shall not be copied or transferred to any person or
entity for private, comnercial. business or individual use, unless such use is expressly authorized by Customer in writing. Customer expressly authorizes
KIVA's use of such data for the purposes of software Implementation and support under this Agreement and the separate KIVA Software Support
Agreement. Further Customer acknowledges that KIVA continues to have the same public access data rights thaI any of 1he pUblic have and that
no additional pUblic data access restriction is placed upon KIVA by this Agreement.
16. TERMINP.TION ON DEFAUlT,
This Agreement and the Ilcerre granted hereunder ITa{ be terminated by KIVA if CUSTOMER is in default or breach of any provisions of this Agreement
if sucl1 defaL1t or breach Is not corrected within thirty (30) days of the receipt of written notice thereof, Said written notice must set forth particulars of
the alleged default or breach. Provided. however. that If CUSTOMER has breached Its duties of confidentiality and non-dlsclosure as set forth in this
Agreement, this Agreement and Ire Ucense ITa{ be terniroted immediately upon wril1en notice. and KIVA shalllJe entitled to an injunction restraining
CUSTOMER from breaching or continuing to breach the same. without showing or proving any actual damage. CUSTOMER hereby acknowledging
that other remedies are Inadequate. CUSTOMER'S obligations and any damages arlsing from CUSTOMER'S breach of this Agreement shall sUNive
termination. KIVA's remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be In addition to all other remedies
provided by law and eqLity. No delay or omission in the exercise of any remedy herein provided or otherwise cNailable to KIVA shall Impair or affect
Its rlght to exercise 1he same.
1 7. RElURN OR DESlRLCTION ON TERMINP.TION.
Wrthin one (1) month alter Ire terrnlrotlon for al't)' reason of this Agreement and the license granted hereunder, ClISTOMER will furnish written notification
to KIVA certifylng that through CUSTOMER'S best efforts and to the best of CUSTOMER'S knowledge. the original and all caples of the Software Product
and the Software Documentation received from KIVA or m:Jde in COfY1eCtlon with std1l1cense has been returned to KIVA or destroyed, This requirement
will apply to all copies In any form. including translations, whether partial or complete, and whether or not modified or merged into other programs
as authorized herein. However. upon prior wrll1en authorization tram KIVA, CUSTOMER may retain a copy for archive purposes only,
18. RIGHT TO PERFORM SYSTEM AUDIT
To insure compliance with the terms of this Agreement and to assist KIVA in the protection of Its proprietary rights, CUSTOMER shall permit representatives
of KIVA the righl. upon reasonable notification and during normal business hours. to perform a systems audit ot the subject Software Product and any
modifications. updates or replacements of the Software Product and Software Documentation and any Additionol Functions made by CUSTOMER,
KVSFTlIC 2/15/90 Rev 6/4/91: WinterSprings 8/10/00
Page 3
19. PERSONAL AGREEMENT.
This Agreement shall be considered 0 personal agreement with CUSTOMER, CUSTOMER shall not sell, transfer, assign or subcontract any right or
obligation hereunder without the prior wrillen consent of KIVA nor shall this Agreement or any rights herein conferred be pledged or hypothecated In
any manner whatsoever. Any allempted act in derogation of the toregoing shall be null and void,
20. SUfMVAl BEYOND TERMINATION,
Any remedies for the breach of this Agreement and the du1ies, obligations, covenants and representations of the parties contained in this Agreement
shall survive the termination of this Agreement,
21, SECTION HEADINGS.
The section headings used in this Agreement are inserted only for convenience and are in no way to be construed as part of such sections or as a
limitation on the scope of the particular section to which they refer.
22. USE OF PRONOUNS.
Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter form, and the singular
form of nouns, pronouns and verbs shall include the plural and vice-versa.
23. GOVERNING lAW.
This Agreement shall be construed and enforced in accordance with the laws of the State fa Florida, The parties further agree that, in any dispute
between them relating to this Agreement, exclusive jurisdiction for state court actions shall be the trial courts located in Seminole County, Florida and
for Federal actions in the district court located in Ortando. Florida, Any objection as to jurisdiction or venue in such courts is hereby expressly waived.
24, ENTIRE AGREEMENT,
This Agreement constitutes the entire agreement be1ween KIVA and CUSTOMER and shall not be modified or rescinded except in writing signed by
both parties. If any of the provisions or portions thereof of this Agreement are Invalid under any applicable statute or rule of law, they are to that extent
to be deemed omilled and the remaining provisions shall not in any way be affected or impaired thereby,
25. NOTICE.
Any notice required or perrritted to be made or given pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to
a party by certified mail, postage prepaid, addressed to the other party at the address set forth at the beginning of this Agreement.
26. ACCEPTANCE.
His Agreement is only effective upon final acceptance by KIVA at its corporate office in the State of Utah by trle execution thereof by the President
of KIVA.
CUSTOMER ACI<NONlEDGES lHAT IT HAS READ lHIS AGREEMENT, INClUDING ALL PRINTED AND INSERTED lANGUAGE, UNDERSTANDS IT, AND AGREES TO
BE BOJND BY ns TERMS AND FURlHER AGREES lHAT IT IS THE COMPlETE AND EXa.USIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARnES WITH RESPECT
TO THE SUBJECT MAlTER OF THIS AGREEMENT,
27. SOVEREIGN IMMUNI1Y
Nothing contained in this Agreement shall be construed as a waiver of the Buye(s sovereign immunity under Florida Statu1es Section 768,28 or other
limitations imposed on the Buye(s potential liability under state or federal law,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above wrillen.
CUSTOMER:
LICENSOR:
CIlY OF WINTER SPj~S
1126 E. Slate I<<-..ad 434 1
Winter Spri~ts~ 'Fia'rida, ;t!7C8.: .,
Signed: / ~tJ l!! 'l~
Name & ~~He: .Ro'Oo.ld W "'O'\t.~o,..e..
Date: ,C;TY """~~er-:'
,0, - I'l..,-oo ../
Signed:
Name & Tille:
Date:
Signed: .
Name & Tille:
Date:
KVSFTlIC 2/15/90 Rev 6/4/91 ; WinterSprings 8/1 0/00
Page 4
EXHIBIT 1 - SCHEOUlE(TO KIVA SORWARE UCENSE AGREEMENT)
J
I~e
Prodl.Ct
Code
1"-
[ _,-I
LAND INFORMATION SYSTEM 2 - 16 $ 18.700
PERMITS & INSPECTION SYSTEM 2 - 16 $ 25,000
KIVA REQUEST FOR SERVICE SYSTEM 2 -16 $ 12.100
K1VAWORD MICROSOFT WORD INTERFACE 2 - 16- $ 7,700
Total Software Licenses $63,500.00
EXHIBIT 2
(TO KIVA SOF1WARE LICENSE AGREEMENT)
, COMPUTER OPERATING SYSTEM AND VERSION
CPU
Manufacturer Model/Serial Number Operatinq System Version
.
ExIibit"3"
(TO KIVA SORWAAE UCENSE AGREEMENT)
CONSULTANT NON-DISCLOSURE AGREEMENT
("Consultant") acknowledges that _ ("Licensee") and KIVA, a Utah
corporalion fKlVA") have en1ered Into a certain Software Llcer.se Agreement by the terms of which Licensee acquired the right to use certain computer
software ard ns relaled docLrl1ef1talion (heremfter collectively "Licensed Software"), which Licensed Software is proprietary to KIVA, Consultant further
acknowledges that Licensee is required under the terms of said Agreement to proteclthe secrecy and confidentiality of the Licensed Software by,
among other things, obtaining a confidentiality agreement from persons having access to the Licensed Software.
In consideralion of Licensee's retairing Consutan1. and other good and valuable consideration, the sUfficiency 01 which is acknowledged, Consultant
represents and warrants as follows:
1. ConsUtant acl<now1edges 1hat the licensed Software consInutes intellect\Xll property of KIVA and has tangible volue, contaln~ valuable trade secret,
patent, copyright and confidential information of KIVA, and is the sole property of KIVA.
2. Consultant shall exarrine and use the Licensed Software solely for the purpose of assisting Licensee in the use of the Licensed Software and for no
other purpose whatsoever. Consultant understands and agrees that the Licensed Software is protected by civil and criminal law, and by the law of
patent and copyright and that ConsIJIant shall hold, in strict confidence, all Information and know-how, technical or otherwise related to the Licensed
Software, and shall not use such information and know-haw, technical or otherwise, for its own use, nor divulge, furnish or use it for the benefit of any
third person, except as aultlorized herein. ConsUtant mil not in any manner or form reproduce, copy, disclose, provide or otherwise make available,
in whole or in part, the Licensed Software or any related material. except to KIVA's employees, or to Licensee's employees in the scope of their
errployrnent, or to ConsUlant's errployees, In the scope of their employment and who have signed this Consultant Nondisclosure Agreement. Such
disdosue shall be in confidence f()( puposes specifically relaled to Consultant's wort< with the Licensed Software during the time such employees are
on Licensee's premises with Licensee's permission and are subject to Licensee's security and control.
3, ConsUlant shall ensue that af1{ copy, In wroIe Of In part, of the Licensed Software made by it shall have affIXed thereto KIVA's proprietary, copyright
and trade secret notice in such mamer and location as to give reasonable notice of the proprietary, patent, copyright and trade secret rights of KIVA.
Constitant shall have no right to print ()( cop{ the Licensed Software. In whole or In part, excep1 as authorized herein. All such copies shall be and sholl
remain the property of KIVA, to be returned to Licensee by Consultant upon written request and/or termination of Consultant's right to examine and
use the Licensed Software.
4. ConstJtant shall take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security
of the Licensed Software or af1{ related materials and to satisfy its obligations under this Nondisclosure Agreement. Consultant agrees that Consultant's
obligations with respect to the confidentiality and security of all information disclosed to Consultant survive the termination of any agreement or
relationship between KIVA. the Licensee, the Consultant, ard/or af1{ errplovee of such organizations, This Nondisclosure Agreement shall be Interpreted
in accordance with the laws of the State of Utah.
ACKNOWLEDGED AND ACCEPTED:
~EI2/lEKO~u1)J~ bv<:.
(01y Name)
Address 1 /S"/ JcMoJ(?RN <?()AtJtL:-llLE J>(
Address 2
City, State, Zip /1"ooj)l::!~ t:Z. 32703
CONSULTANT FIRM:
Signed: ~
Name & frtle: /)//UCnl/(- litG
Signed:
Name & Title:
Date:
q- /Z-{)O
Date:
KIVA Fam NONDlSCL.WP5 10{23/90
The undersigned employees of Consutlant have read the foregoing and agree to comply with this Nondisclosure Agreement and be bound thereby,
Signed: Signed:
Name & Title: Name & Title:
Dote: Date:
Signed: Signed:
Name & Tille: Name & Title:
- .
Date: Date:
Signed: Signed:
Nome & Tille: Name & Title:
Dote: Dote:
Signed: Signed:
-
Nome & Title: Name & Title:
Date: Date:
Signed: Signed:
Name & Title: Name & Tille:
Dote: Dote:
Signed: Signed:
Nome & Tille: Nome & Title:
Dote: Date:
Signed: Signed:
Nome & Title: Name & Title:
Date: Date:
Signed: Signed:
Name & Title: Name & Title:
Dole: Dale:
Signed: Signed:
Name & Title: Name & Title:
Dale: Dale
KIVA Fcxm NONOlSCl.WP5 10f23/90
KIVA Software Support Agreement
NAME AND ADDRESS OF CUSTOMER:
CITY OF WINTER SPRINGS
1126 E. State Road 434
Winter Sprints, Florida, 32708
Agreement Date Auqust 1..2000
Agreement Number 80100-SSA
KIVA, a Utah corporation ("KIVA") and the Customer agree that KIVA will provide Customer with unlimited support on KIVA's software tor the
purpose of providing telephone consultation support, updates and attempting to resolve problems on a best efforts basis, tor the consideration of the
amount specified under the heading "Support Fee" subject to the following terms and conditions:
1. SUPPORT FEE. Customer shall purchase support according to KIVA's then current support pricing schedule.
2. TERMS. Customer shall pay the amount specified under the heading "Annual Maintenance Fee" as shown in Attachment A of this
Agreement prior to the beginning of the service period or renewal period. If payment is not recei ved when due, KIVA reserves the right to suspend
Customer's support until payment is received; however, such suspension will not relieve Customer of the obligation to make the payment. If any
payment hereunder is not received from Customer by KIVA on or before any due date, KIVA may at its sole discretion, elect any or either of the
following courses of action:
2,1 KIV A may unilaterally cancel the Annual Support Agreement and invoice Customer for any time and materials expended since the expiration
of the paid portiones) of the Annual Support Agreement.
2.2 KIVA may refuse to provide to Customer any and all services of any kind if any payment is delinquent.
3. COVERAGE. Because of the integrated nature ofKlVA's software, this Support Agreement must cover all KIVA's applications software in
use on Customer's hardware and not a part thereof. Additionally, this Support Agreement only covers KIVA's application software and third party
sottware or products listed in Attachment A.
4. LIABILITY. Liabilities and warranties are limited to those described in this agreement. KIVA shall not be liable, in any event, for special
and/or consequential damages.
5. JURISDICTION. This agreement shall be governed and enforced by the laws of the state that govern the Software Agreement for the
licensed KIVA products. If any part of this Agreement violates applicable law, that part of the Agreement shall be deemed to be amended to the
extent necessary to comply with the law.
6. DESCRIPTION OF SERVICES
6.1 Program Defect Support
Upon Customer providing KIVA's Technical Support Department with a KIVA Sotlware Advisory Notice (SAN) (see sample in Attachment B)
detailing the nature of a problem caused by a defect in the program, KIVA will respond by issuing defect con:ection infonnation such as Corrected
Documentation, Corrected Code, Notice of Availability of Corrected Code, or a restriction or a bypass. Customer may be required to cover the cost
of media, shipping and handling charges in responding to Customers request. Customer will notify KIVA and will be responsible for the
preparation and submission of documentation of any suspected defect to KIVA in writing and, if needed, supplemental media acceptable by KIVA
tor all such defects. Telephone notification and/or submission is not acceptable for Program Defect Support, KIVA will make reasonable elTorts to
detect errors, in part, by attempting to duplicate errors.
6.2 Telephone Consultation Support
Telephone Consultation Support will be provided only to computer operators who have successfully completed an approved KIVA product
Applications Specialist training course. KIVA reserves the right to charge time and materials rates to any customer using untrained operators,
TIle lollowing Telephone Consultation Support services will be provided during business hours when Customer calls KIVA's regular phone
numbers:
a. Problem determination and/or preparation of documentation for Program Defect Support.
b, Program maintenance, either via telephone consultation or maintenance distribution media at KIVA's option.
c. Program improvements or modifications,
In responding to each service call, KIVA will make a reasonable attempt to instruct the Customer in proper use of the licensed program, engage in
problem determination and resolution, and keep the program maintained and functioning. All equipment, service, or long distance telephone
charges are supplied by customer when incurred as a result of Customer's call to KIVA..
When telephone consultation support is required, and when Customer's failure to create a proper Backup makes recovery substantially more
difficult, regardless of whether the original problem was program defect related, operational or for any other reason, KJV A may charge the
Customer to attempt to repair or resolve Customer's problem at KIVA's current time and materials rate.
6.3 Updates
Updates are program corrections or enhancements to licensed software within the scope of purchase described in Attachment A of this Agreement
including corrections and enhancements. KIVA will provide software programs, training materials and reference manual updates through normal
software releases at no extra charge. Additional software packages, add-on modules, applications, and custom programming are not covered in this
Agreement and will be billed at KIVA's current rates, KIVA will determine which enhancements will be part of a software release, add-on
package or custom programming, and what materials will be included in each software release. It is the sole responsibility of Customer to perform
the installation of updates and program modifications. KIVA will provide instructions to accomplish the installation of such updates and program
modilications,
6.4 Remote Site Support
Remote Site Support allows KIVA's Technical Support Personnel to do support work on the Customer's computer using a modem and special
sotlware as though the technician were at the Customer's site and is limited to the following:
MAl NT AGR, WP6 03-26-91 Rev 5/2/95; WinterSprings 1</10/00
Page 1
'"
a. Customer will obtain site conununications sotlware which will enable KJV A's Technical Support PersOlmel to communicate via
telephone with the Customer's computer and allow on-line support help.
b. The detennination of whether or not remote site conununication will be used will be at the discretion of KJV A technical support
personnel.
7. SOFTWARE SUPPORT LIMIT A nONS. KIVA will not be responsible for any excluded services. 111e excluded services include but are
not limited to:
a. KIVA shall not be responsible fill' sollware failures due to Customer's acts of negligence, Customer-caused damage and/or destruction of
software progrllms and/or data files, software not purchased from KJV A, or sollware programs and/or data not named in this agreement.
b. KIVA will not be responsible lor any modilications to software or operating syslem (and/or operating system configuration) unless said
modilications were perfonned by KJV A.
c, KIVA will not be responsible lor work or programs created by Customer using data management systems, model or graph software
systems, word processing systems, or any other similar software systems.
d. KJV A shall not be responsible for service and/or support of operators who have not been fully trailH:d by KIVA or its authorized
representatives in an approved product applications specialist training course. 'I.
e. KIVA shall not be responsible for damage caused by accident, misuse, neglect, sabotage, or failure to lollow KIVA's instructions as to
use and maintenance of hardware and/or software.
r. Work perlonned to correct data or establish a properly running system within the scope of purchased licensed programs that was deemed
due to a hardware malfunction, operating system error, or any other cause not directly related to KJV A programs and/or established
program support or maintenance procedures will not be covered under a support agreement and will be charged at the current time and
material rates.
g. KJV A shall not be responsible for failure to render services due to earthquake, strike, flood, lire or other causes beyond its control, or by
an act of God,
h. KIVA shall not be responsible lor work pertonned by others or for "single user" software used by Customer in a "multi-user" or
"network" system.
1. KJV A will not be responsible for changes of hardware or required sotlware by Customer. Customer should notify KIVA of intention to
change machine 011 which licensed programs were licensed. Any costs incurred by KIVA due to any such change(s) made by the
Customer will be billed to Customer at current time and material rates,
J. Duplicates or copies of original distribution media are not covered under the definition of Updates lmd will be billed at rates established
on KJVA's price lists,
7.1 Failure to Use Proper Backup. When telephone consultation support is required, and when Customer's failure to create a proper Backup
makes recovery substantially more dimcuIt, regardless of whether the original problem was "bug" related, operational or for any other reason,
KIVA may charge the Customer to attempt to repair or resolve Customer's problem at time and materials support costs. TI1is condition is not
covered under Telephone Consultation Support or any other program support service ofl'ered by KJV A.
7.2 Oracle Product Support, If the Customer acquires Oracle Run-Time Products from KIVA then Customer may be eligible for Oracle Product
Support from KJV A. If the Customer acquires Oracle Products in either Run-Time or Full-Use licensed versions from other sources then KIVA
will not be able to ofl'er Oracle Product Support. [n either case, KIVA will not be responsible for Oracle Product problems or questions if Oracle
Product Support is not provided by KIVA. It shall be the responsibility of the Customer to maintain the latest version of the Oracle Product(s) with
which the KJVA Product(s) are currently provided, KIVA will not be responsible lor supporting KIVA products on out-dated versions of the
Omcle Product(s) used,
8. TERM AND TERMINATION. The etlective date of this Agreement shall be the date the last party hereto executes this Agreement. The
term of this Agreement shall be for one (I) year subject to annual one year renewals upon Customer's payment of the arulUal support fee. Unless
terminated by KJV A pursuant to paragraph 2.1, this Agreement shall tenninate at such time Customer, at its option, chooses to discontinue
payment of the annual support fee. Notwithstanding, if this Agreement tenninates KIVA will, upon Customer's request, continue to provide
product support at KIVA's hourly technician rates.
9. LIMITATIONS OF REMEDIES. For any material breach of the terms and conditions of this Agreement by any party, the non-breaching
party shall have all remedies available by law, including but not limited to, actions in equity and for specific performance unless another remedy is
specifically and expressly provided for in this Agreement or such remedies are limited by other provisions of this Agreement.
In no event shall KJV A be liable for special, incidental, or consequential damages resulting from loss of use, or loss of data arising out of or in
connection with the use of the software of hardware products. In the event of loss of data caused by the software products, and not Customer's
improper actions, KJV A shall assist Customer in recovering lost data.
10. GENERAL
a. Customer shall not assign, sublicense or transfer any of Customer's rights prior to this Agreement without the prior written consent of
KIVA.
b. This Agreement constitutes the entire agreement between KJV A and Customer and supersedes any prior agreement or understanding,
written or oral relating to support services. Except as provided herein, this Agreement may not be varied, amended or supplemented
except in writing and properly executed by both parties.
c. If any provision of this Agreement shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other
provision of this Agreement or the validity or the enforceability of this Agreement.
d. All rights and remedies provided herein are cumulative and are in addition to all other rights and remedies available at law or equity.
e. Any notice required by this Agreement shall be deemed to have been properly given if sent by registered or certified mail to the address
stated above or such other address as may be designated in writing by either party.
f. The waiver of any breach or default of this Agreement shall constitute a waiver only as to such particular breach or default and shall not
constitute a waiver of any other breach or del~lUlt.
II. CONFIDENTIALITY
MAINTAGR,WP6 03-26-91 Rev 512/95; WinterSprings HIlO/OO
Page 2
KIVA agn~es that all data and inlonnalion on Customer's existing computer system shall be kept confidential by KJV A and shall only be accessed
by KJV A tor purposes of performing services under this Agreement and the implementation of the software products being provided thereunder.
KJV A further agrees that said data and infonnation shall not be copied or transferred to any person or entity lor private, commercial, business or
indi vidual use, unless such use is expressly authorized by Customer in writing. Customer expressly authorizes KIVA's use of such data for the
purposes of support under this Agreement
12. TIME IS OF THE ESSENCE
Time is of the essence of this Agreement, and the parties agree to cooperate with each other in perfonning their respective obligations under this
Agreement.
13. NO ASSIGNMENT
This Agreement shall not be assigned or transferred by KJV A unless the Customer approves of the assignment or transfer in writing. Customer
will not unreasonably withhold approval of assignment or transfer.
14. THllID PARTY RIGHTS
This Agreement is not a third party beneliciary contract and shall not in any respect whatsoever create any rights on behalf of any party not
expressly a party to this agreement
15. PUBLIC RECORDS AND OPEN MEETING LAWS
KIVA hereby acknowledges that Customer, as a Florida municipal corporation, is su~jectto the Florida Public. Records Act and Sunshine Law.
KIVA further acknowledges that under the Public Records Act and Sunshine Law, the Customer must permit the public to inspect and/or copy all
public records which the Customer makes or receives in the course of conducting Customer's business and must hold meetings of the City
Corrunission and various City boards and corrunittees in the public, unless particular infonnation is exempt by Florida law from public records
disclosure or a particular meeting is not subject to the Sunshine Law. KIVA acknowledges that any record, document, computerized information
and program, audio or video tape, photograph, or other writing of KJV A related, directly or indirectly, to this Agreement may be demed to be a
Public Record whether in the possession or control of Customer or KIVA. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing of KIVA deemed a Public Record is subject to the provisions of Florida Status Chapter 119 and may not be
destroyed without the specific written approval of the Customer. Upon request by the Customer, KrV A shall promptly supply I,(opies of said
records to Customer.
Customer acknowledges that KJV A claims that the software products and related documentation (Le. users' manuals and updates thereto)
are trade secrets pursuant to US and Utah trade secret law and to Florida Statutes Section 815.045, and Customer shall post notice of
claimed trade secret status in appropriate locations and shall comply with KJV A licensing requirements intended to protect such trade
sccrets.
Upon request by the Customer, KIVA shall promptly supply copies of said public records to the Customer. All books, cards, registers, receipts,
documents and otller papers in connection with this Agreement shall during normal business hours of KJV A be open and frcely exhibited to the
Customer for the purposes of examination and audit at Customer's expense,
All public meetings will be held in accordance with the Florida Sunshine Law.
16. lNDEPENDENT CONTRACTOR
KJV A shall be considered independent contractors under this Agreement.
17. SOVEREIGN IMMUNITY
Nothing contained in this Agreement shall be construed as a waiver of the Customer's sovereign immunity under Florida Statutes Section 768,28
or other limitations imposed on the Customer's potential liability under state or federal law.
18. GENERAL LIABILITY INSURANCE
For all services performed hereunder, KIVA shall purchase and maintain, at its own expense, such general, professional and automobile insurance
to cover claims for damages because of bodily injury or death of any person, property damage or any negligent acts of KJV A arising in any way out
of the services performed by KJV A under this Agreement. The insurance shall have minimum limits of coverage of $1 ,000,000.00 per occurrence
combined single limit for bodily injury liability and property damage liability. This shall include, but not be limited to, automobile liability of
owned vehicles, hired and non-owned vehicles and employee non-ownership. For all services performed pursuant to this Agreement, the quality as
required by this paragraph during the full term of this Agreement.
Upon the effective date of this Agreement, KJV A shall promptly provide thc City with appropriate certificate of insurance evidencing that KJV A
has complied with the insurance requirements of this paragraph. KIVA shall have Customer listed as an additional insured on such certificate of
insurance, and such certificate of insurance shall require that the Customer be provided with thirty (30) days written notice of cancellation.
20. lNDEMNIFICATION AND HOLD HARMLESS
Notwithstanding any other provision of this Agreement, KIVA agrees, to the fullest extent permitted by law, to indemnify and hold hannless the
Customer and its employees, officers, and attorneys fonn and against all claims, losses, damages, or liability (including reasonably attorney's fees
through any and all administrative, trial, postjudgrnent and appellatc proceedings) to or for bodily injury, death or property damage, directly or
indirectly arising from the negligent or intentional acts, errors or omissions resulting from KIVA's or il<; directors, otlicer's, employee's
contractor's and agent's: (i) performance of services pursuant to this Agreement.; (ii) failure to properly train employees under their control or
direction; and (iii) travel and lodging related to performing the services required by this Agreement.
KIVA agrees, to the fullest extent pernlitted by law, to indenmify and hold hannless the Customer and its employees, offices, and attorneys fonn
and against all claims, losses, damages, or liability (including reasonable attorney's fees through any and all administrative. trial, postjudgrnent
and appellate proceedings) resulting from KJV A's or its director's officer's, employee's contractor's and agent's: (i) failure to remit any local, state
and federal taxes due by KIVA as a result of this Agreement; and (ii) failure to pay and subcontractors retained by KIVA to perform any service or
provide any products under this Agreement.
The indemnilication provided above shall obligate KIVA to dclend at its own expense any and all claims as described abo\'c of every name that
may be brought against Customer or its employees, ollicers, and attorneys. In claiming any indenmitication hereunder, Customer shall promptly
provide KIVA with written notice of any claim which Customer believes falls within the scope of the loregoing paragraphs. Customer may, at its
own expense, assist in the defense if it so chooses provided that KJV A shall control such delense and all negotiations relati ve to the settlement of
MAlNTAGR. WP6 03-26-91 Rev 5/2/95; WinlerSprings K/I 0/00
Page 3
any such claim and further provided that any settlement intended to bind the Customer shall not be tinal without the Customer's written consent
, which shall not be unreasonably withheld. Notwithstanding, indemnification under this Section is not suffici'~nt to absolve Customer of any and
all liability, the Customer shall retain the right to assist in tile delense without limiting the indenUlitication and hold harmless provisions
hereunder.
KJV A's liability under this indemnification and hold harmless provision shall be limited to the insurancc limits required by this Agreement. This
provision shall survive the termination of this Agreement but shall not extcnd any applicable statutc of limitations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written,
\ 1 \\\
CUSTOMER: 1"\ '\\1,
\ ' .1 "", I,.,
. .,!, "11, (t,',
CITY OF WINTER SPR~GS" \ i,
1126 E. State'Road 434':1,.... ", . '
Winter Sp,rints, Flo'fida, 327JJa " '.;\ '
'/;2 . ~/J / 0 <~(~Ll~A/J
By: ---~~-M-~~:ffr~~_-
C- '~'.. ^^ . . ...':,"
Title: -------~T-L!-i~~,f.)..'QP C______~___
'I ,-:;-r-..:;r-
KIVA:
By:- -- -----
Title:---~{~~'=--
Date:--9-:--1! - ~Q
Date:----cc!~k
MAlNTAGR.Wl'6 03-26-91 Rev 512/95; WinterSprings 8/10/00
I'a!;c 4
ATTACHMENT A
SUPPORT PRICING SCHEDULE
KIVA APPLICATIONS SOFTWARE COVERED BY THIS SUPPORT AGREEMENT
Produel
De,cription
U,er
Level
List
Licen..e
~
Annual
Main!
~
LAND INFORMATION SYSTEM 2 - 16 $ 1 t<,700 $ 2,992
PERMITS & INSPECTION SYSTEM 2.16 $ 25,000 $ 4,000
KIV A REQUEST FOR SER VICE SYSTEM 2 - 16 $ 12,100 $ 1,936
KIVAWORD MICROSOFT WORD INTERFACE 2 - 16 $ 7,700 $ '. 1,232
MAINTAGR,WP6 03-26-91 Rev 512/95; WinlerSprings 8/10/00
Page 5
[([VA Software Action Notice SAN c=J
Number
Client Date
Client Reference Application
Contact Foml Name
Phone Form Version
SAN Type o Bug Priority o High
o Enhancement Requested o Medium
o Explanation o Low
Field Name Trigger Name
I DESClUPTION I
-
....
.. '
I ATTACHMENTS I
o Oracle Error Printout o Screen Dump o Narrative o Report Sample
n Other
I FOR KJV A USE ONLY I
Entered by/Date QA by/Date
Resolved by/Date Cleared by/Date
ATTACHMENT B - SAMPLE KIVA SOFTWARE ACTION NOTICE
IprojccLvrnastcrlkivasan.wp6 5/95, \VinlcrSpring.s 1:(110/00
Sep 08 00 03:46p
KIVA
801-495-9301
p.2
.
September g. 2000
!lCC2 SOUTli 700 EAST
SANOy UT 84070
1I01-4~
Fu 801-496-$301
City ofWintcr Springs_ Florida
1 J 26 East Slate Road .:.34
Wiotcr Spring:;, Florida 327011
RE: KJV A Services an j Hardware Agreement - Agreement Number 80100
AGREEMENT
Pur1:uani 10 the agreen:ent nwnber shO\\,n above, KN A agrees to pcdorm the services DOled
in the attached Cost Sl~mmary document in a professional and competent manner as per
their proposal to the Cly ofWintcr Springs, Florida. Services renderr.d will be Wlder the
direction of the KIVA ?roject Manager, who will report diTt'.ctJy to the Project Manager of
MUNlS, the prime vel,dor for this project Additionally, KIVA is responsible for providing
the hardware asstalcd in the Cost Summar)' document, table 7, for use with the KJV A
Applications purch3S<.:,j by the Cily. Il c; widcrstood thlll thes<: transnc!ioJls :are tax exempt.
The approved schedu\,; of services will be submitted through MVNIS, approved by the City,
and incorporated as th,; approved proje<:t schedule and ""ill serve [0 cover all rime pcriO<b
required for this implcncntatioD.
"
The fees for service slallbc paid by the Cicy when invoiced by MUN [$, The City will pay
., thes,c fees direcLly to HUNIS for reimbursement to KN A,
, J-l' Ag.;;o 00:
I'. '
-I! . I
[-.' City'.ofWinterSprif1~s KIVA
. ..:
-: .
'\ "
, .
. / .
.\ .
-~f11 CY\o. r\~.tr
Tille
q - 1"2. -00
Date
'.
'I.'j" ~.:
.' ,.Rot'\D..lo\ W .ffic...u Mnre.
.,: ./ Printed Name
U~A~/JM~
~-4
" ,.
'I,
Title
r/u /~
'Date
SERVlC-l,wPO
'=.i=P-CH=l-?c)c)(/\ 1?: .1Q
RC11 .:1qc:; q-;:(;)1
'34/:
P.02
Sep 08 00 03:46p
KIVA
801-495'-9301
p.3
TI1LI~ 1 - COST SUMMARY - CITY 0): WINTER SPRINGS, FLORJnA
Detail
Products Reauired Reference
KIV A SOFTWARE APPLICATIONS $ 63,500 Table 2
KIV ^ SPECIAL SER VICES $ 50,165 Table 3
PROJECT MANAGEMENT $ 11,735 Table 6
HARDW ARE FOR THI: KIVA APPLlCA T[ONS $ 21,782 Table 7
Detail
Servius Required Reference
TRAINING $ 30.780 Table 4
CU~TOM SOFTWARE OEVELOPMENT TDD Tahle 5
TOTAL PROJECT COST PROPOSAL $ 177,962
Detail
Antlua! Mainlonona Re<lulred Kercrctlce
KIV A APPLICATIONS MAINTENANCE $ 10.160 Table 2 & 3
CUSTOM SOFTWARE MAINTENANCE TBD Table 8
CUSTOM INTERFACE SUPPORT-'--' ~ 1.250
,
TOTAL ANNUAL MAINTENltNCE $ 11,410
,
I. Pricillgi.\' lIuU({JJ/rud [or 90 day.\frol/llh. tUlle of Illis propIJJ'al.
2, Allla~s are Ihe rup<Jrl$ibiliry of IIIe Cil) ,
3, KIVA rouslor /;<JIll tile vrol'o.red JCrviee' (uld .uJdilional_.,r'\Iicr..< af( Ihred btlow:
SuviN! Daily Rate
Suft....'Ore neve/op",enll ClLl/nmiltlliol/ $ 1.250
Duw C(JI1IIPTJ.";,)n I P".lf.ltrlu,.,..( I)""''''I1I,ul,tinn I Analyst $ J,25a
Pru;ut /ofall(l~el/lenll Troi"i'I.1 GIS A,,,,lj'SI S 1,520
4 pridngfor Software and all KJV/\ Scrvir", will be a Jixtd pri".. except OJ li,fled bt/.(I"':
DOlO Convenjon As.<i.'talll:e Afl""'Wlrf. ai' proposed as an e,<tima/cd timll and apelLlt alluwan.ce on I)'.
All E:xDenle.< are biUed ", u<:luul . C).<I wi", ,he ~...,'er>tjr)l' or ,11., pM/loti ll<.,j,,,,~d u, P~r .1i,," ",I,;dl i.1 /.oWed ullfle rore of S 50 oer dOl'.
NOTE,
SEP-08-2008 17:43
801 495 9301
94%
P.03
Sep 08 00 03:46p
KIVA
801-495-9301
p.4
'.
Table 2 - KIVA SOFTWARE APPLlC.~TlONS - DETAIL WORKSHEET
LlCE~SF, ANNU.....
KIV" ADDli(;utjc}fl~ USE:RS FEI:: MAINT
LAND lNFORMAilON SYSTEM 2 - 16 $ (8.700 $ 2.992
PERMITS & I:'-ISf'ECTlON SYSTEM 2.16 $ 25.000 5; 4.000
KJV A REQU~'T FOR SERVICE SYS1Hf 2.16 S 12.100 $ 1.936
. .
KIVA. WORD MtCfl.OSOrT WORO INiEllFACE 2.16 $ 7.700 $ 1.232
KIV A APPLICA nONS SUBTOTAL $ 63,500 $ 10,160
Table 3 - KIVA SPECIAL SERVICES - DETAIL WORKSHEET
PERS ON PEN$ SERVICE EXPENSf: TOT'\!.
KIVli Special Services PEltS OA \'S S rr'e TRll'S COST EST COST
INSTALLATION I 2 2 0.40 S 2.500 $ 730 $ 3.230
fon' ANALYSIS & REPORT 2 15 10 2.00 S 18.750 $ 3.650 $ 22.400
PRE-I'ROL>LJCT1UN T~L:HNICAL ASSISTANce 1 , 3 0.60 ~ 3.750 s: , ,O'l~ ~ 4.&45
-,
PRODU('TION CUT-OVER ASSISTANCE I 1 2 a.ol0 $ 2.500 S 730 $ 3,230
FINANCIAL S YSiEM INTI?RFACE ALlOW ANCF. 1 5 1 0,20 $ (,,250 S l.t;)1) ~ 7o~OO
(ONE.WAY)
KIVAWORD MS WORD 1r-.'iERFACE SET uP 1 1 I 0.20 $ 1,250 S 1.825 $ I,GI5
GIS rNTERFACE CONS LILTING ALLOWANCE I 5 3 O,GO S 6.250 S 1.095 .\ 7.345
KJV A SPECIAL SERVlCES SUBTOT II L 8 33 22 4.4 $ 41,250 $ 10,375 $50,165
Table 4 - REQUIRED TRAINING - DETAIL WORKSHEET
PERS ON PERS SER'v1CE EXPENSE TOTAL
Reauired Product Traininf! PERS OAY!; SlTE TRIPS COST EST COST
KIVA DAT..\BASB AOMINISTRATION- 1 2 2 U.4U $ 3.040 S 710 $ ).770
KIVA LAND INFORMATION SYSTI?M 1 3 3 0,60 S 4.5GO $ 1.095 $ 5.655
KIV A J'ERMITS & INSPEC1'ION SYSTB~I I 7 7 1.40 $ 10,640 .\ 2.555 S 13.195
KIVA REQUEST FOR SERVICE SYSTEM 1 3 3 0,60 S 4.5GO .\ 1.095 $ 5.655
KIV A wORD MICROSOFT' WORD INTI?RFACE I 1 1 1.00 S 1.520 S 985 $ 2.505
REQUIRED PRODUCT TRAINiNG 5 16 16 4.00 $ 24,320 $ 6,460 $ 30,780
SUBTOTAL
SEP-08-2000 17:49
801 4'35 '3301
94~;
P.0,~
Sep 08 00 03:46p
KIVA
801-495-9301
p.5
.. ",
TalJlc 5 - CUSTOM SOFTWARE DEVIE:LOPMl!:NT - DETAIL WORKSHEET
CUSTOM SOFl'W ARE DI<;VELOPMEt'
TOTM, ANNUAL
DAYS COST MAINT
S SESSION!; TED TBO rHO
r SUBTOTAL TBD TBD TBD
.
Required
ro DE DETERMINED DURING HTtGAP:5 AN,...L y~
Tahle 6 _ PROJECT MANAGI~MfNT - DEtAIL WORKSHEET
pt:RS ON PERS SERVICE EXPENSJ:: TOTAL
Required I'f.RS D^V$ SITE TRIPS COST EST COST
STANDARD PRODUCt' st:J{ vIet.:) I 7 3 0.60 5: IO,6dO ~ I,OQ~ .t 11.735
INCLUDES: ON-SIT!'. MEET(};GS
CONFERENCE CALLS
COORDINATION
REPORTING
PROJECT MGMT. SERVICES SUBTOTAL 1 7 3 0.60 $ 10,640 $ 1,095 $ 11,735
Table 7 - REQUIREO HARDWARE PRODUCTS - DETAIL WORKSHEET
Re uired
HEW\..P.Tr PACKARD L1t6000n NETSERVER
()uallntd P3.700 XEON Processors
2 MH lA Cache RAM
512MB P\. J3J ECe RAM
(J) 13.2 GH srsl LP Ulrra-2 Hot S,,'ap It
NelRaid SCSI Controller
HP SurcSlorc I)A T40i Internal Tspe: Dri"
UNIT TOTAL
COST COST
$ 19.782 197&2
'" L VO Hard tlrivc~
UP FOR KIVA SOI,.U1'lON $ 2,000 S 2.000
II accord.1ncc with ((IV A Specilications
'iW A RF: FOR KIVA APPLICA TIONS $ 21,782
INSTAt.LATION CONFIGURA nON AND OiS SE',
Include-; the Scr-U of Hardw3rc anct 0/$ ,
TOTAL REQUIRED HARDWARE/SO}
SEP-08-2000 17:49
801 ,~95 9.301
94%
P.05
AN AGREEMENT BETWEEN
PROCESS, INC. dba MUNIS and CITY OF WINTER SPRINGS
FOR THE PURCHASE AND THE LICENSING OF
APPLICATION SOFTWARE PRODUCTS
Agreement made this _ day of , 2000 between PROCESS, INC. dba
MUNIS, a Maine Corporation, with offices at 370 U.s. Route 1, Falmouth, Maine 04105, (Seller),
and the CITY OF WINTER SPRINGS, with its principal offices at 1126 East State Road 434,
Winter Springs, FL 32708 (Buyer).
I. SCOPE
Subject to the terms and conditions set forth herein, the Buyer agrees to buy and/or accept license
from the Seller and the Seller agrees to sell and/or grant license to the Buyer, the pro3ucts and
related services described in Exhibit 1, attached. For purposes of this Agreement, the term "Seller"
shall mean Process, Inc. and its directors, officers, employees, subcontractors and agents.
Seller will provide billing and collection services related to KIVA software products that will be
provided to Buyer under a separate agreement between Buyer and KIVA.
II. LICENSES
Ownership of the software products listed in Exhibit 1 shall remain with the Seller, the Seller grants
License to the Buyer to use these products according to the terms of the Buyer's Licensing
Agreement (Exhibit 2).
III. PRICE
The total financial obligation of the Buyer to the Seller for the delivery of the software and
hardware products and services listed in Exhibit 1 shall be $441,097 (Four Hundred Forty-One
Thousand, Ninety-Seven Dollars). The price shall be payable by the Buyer to the Seller as provided
in Section IV hereof. All applicable sales tax, use tax or excise tax shall be paid by the Buyer and
shall be paid over to the proper authorities by the Buyer or reimbursed by the Buyer to the Seller on
demand in the event that Seller is responsible or demand is made on the Seller for the payment
thereof. If tax exempt, Buyer must provide the Seller with their tax exempt number or form.
Additional related services not specified on Exhibit 1, will be billed at the then current rate for the
service, as they are incurred.
Any modifications or adjustments to the financial obligation of the Buyer shall be effective only if
contained in a written Change Order or similar written instrument.
IV. PAYMENT
Upon acceptance and signing of this Agreement, Buyer will remit to Seller an initial deposit of
$122,024.25 (One Hundred Twenty-Two Thousand, Twenty-Four and 25/1 00 Dollars) which
represents 25% of the Purchase Price listed in Exhibit 1 and Exhibit 2, excluding MUNIS project
management services plus 20% of the Purchase Price of MUN IS project management services listed
in Exhibit 1 plus 40% ofthe Purchase Price ofthe modifications listed in Exhibit I. In return for this
deposit, the Seller will provide Buyer a tape of the Software applications listed in Exl)ibit 1 to be
held by Buyer until which time as the full system can be installed. .
Upon delivery and installation of the Software applications listed in Exhibit I, Buyer will remit to
Seller a second payment of $176,980.25 (One Hundred Seventy-Six Thousand, Nine Hundred
Eighty and 25/l 00 Dollars) which represents 50% of the Purchase Price of MUNIS Software and
implementation, consulting, conversion, KIVA project management and KIVA administrative
services listed in Exhibit 1 plus 75% of the Purchase Price of installation services listed in Exhibit 1
and hardware and services listed in Exhibit 2.
--
Seller will certify to Buyer when each group of applications is installed. This certification will start
a ninety (90) day period, during which Buyer will be responsible for testing the products delivered
and reporting any failure of any application to perform in accordance with the Seller's
Specifications. For the purpose of this Agreement "Specifications" shall be defined as the written
functional descriptions found in the Seller's letter of May 24, 2000 to the Buyer, the Seller's
marketing material and the user manuals for the current revision of the Software. At the end of this
period, the Buyer will remit to Seller a payment equal to 25% of the value of the group of products
or applications. Notwithstanding the foregoing, if Buyer reports that an application has an error that
creates a substantial nonconformity to the Specifications of that application during this ninety (90)
day period, the final 25% payment of that application shall not be paid until such error is corrected.
For the purpose of this Agreement, "substantial nonconformity" shall be defined as a nonconformity
to the Specifications that prevent the Buyer from transitioning onto the MUNIS application.
Services, other than MUNIS project management, delivered and not paid for by the first two
payments described above will be invoiced as delivered. The final 25% of KIVA project
management services will be deemed delivered when all KIVA applications are ready to go live.
Upon delivery of the modifications, Buyer will remit a payment of $51,000 (Fifty One Thousand
Dollars) which represents 60% of the Purchase Price of the Modifications.
When Buyer verifies that all MUNIS applications listed in Exhibit 1 meet Seller's Specifications,
Buyer will remit a payment of $16,000 (Sixteen Thousand Dollars) which represents 80% of the
MUNIS project management fees listed in Exhibit 1.
Payment for 50% of the first license and support agreement will be due January 1, 2001. This first
license and support agreement shall cover the period January 1,2001 through September 30,2001.
Subsequent license and support agreements shall be for the periods October 1 through September 30
of each year.
2
Increases in annual license and support fees for the period October I, 200 I through September 30,
2002 and the two (2) immediately following years shall not exceed eight percent (8%) of the
previous year's annual, full-price support fees provided that Buyer is using the 4GL version of the
software products listed in Exhibit 1 on the Informix platform. Buyer acknowledges that transition
to an upgraded version of such software products or onto an Oracle Database or other server
platform, may initially increase support fees beyond the eight percent (8%) increase. License and
support fees for annual periods subsequent to the increase associated with the upgrade or transition
shall not increase more than eight percent (8%) of the previous year's annual support fees for the
remaining portion of the original period that is subject to limitations on increases.
The Buyer shall have, at its option and expense, the right to submit to the Seller requests to have
specific routines or programs demonstrated. Such requests shall be submitted in writing seventy-two
(72) hours prior to the requested demonstration to allow for related files to be built and installed.
Seller will invoice Buyer in accordance with the terms of the Agreement Until notified otherwise,
Seller shall mail invoices to the attention of Ronald McLemore, City Manager for approval in
accordance with the terms of this contract. Payment is due upon invoice. If payment is not made
and the amount in arrears is 60 days or older, Seller reserves the right to suspend the project until all
outstanding invoices are current.
In the event of any Disputed Invoice, Buyer shall provide written notice of such Disputed Invoice in
accordance with the notice requirements of this Agreement. Such written notice shall be provided
to Seller within 15 calendar days of Buyer's receipt of any Disputed Invoice. Seller shall provide a
written response to Buyer in accordance with the notice requirements of this Agreement. Seller's
response shall include either a justification of the invoice or an explanation of an adjustment to the
invoice. Seller's response shall also include an action plan that will outline the steps needed to be
taken by Seller and Buyer to resolve any issues presented in Buyer's notification to Seller. Buyer
may withhold payment of any Disputed Invoice until Seller provides the required written response,
and payment shall be remitted to Seller upon Buyer's receipt of Seller's response. For the purposes
of this Agreement, "Disputed Invoice" shall include without limitation any invoice which Buyer
disputes or any invoice for which Buyer does not remit payment because of a perceived
performance issue.
Buyer acknowledges that Seller makes no warranties regarding software, hardware and services
provided by third parties, including, but not limited, to KJV A. As such, Buyer acknowledges that
Buyer's obligation to accept and compensate Seller for the products and services identified in
Exhibit 1, or other products and services provided directly by Seller, will not be affected by Buyer's
dissatisfaction or refusal to accept third party products and services. Buyer shall not withhold
payment for products and services identified in Exhibit 1, or other products and services provided
directly by Seller, for reasons of dissatisfaction or refusal of acceptance of third party products and
servIces.
3
V. MAINTENANCE
As MUNIS software products in Exhibit 1 are enhanced functionally and technically, Buyer will
receive enhancements through their then current support and license agreement for the period of
eighteen (I 8) months from the execution of this Agreement. Enhancements include support of
additional databases and operating systems and application flUlctionality, but do not include e-
applications or applications provided through an ASP model provided that Seller does not replace
the MUNIS software products in Exhibit I with the e-applications or the ASP model or faiL to
continue to support and maintain the MUNIS software products in Exhibit 1. Buyer acknowledges
that costs other than MUNIS license fees, including but not limited to third party products,
conversion, installation and training, may be associated with the implementation of such
enhancements.
VI. DUE DILIGENCE
Seller acknowledges that is has investigated prior to the execution of this Agreement and satisfied
itself as to the conditions affecting the services hereunder, the availability of materials and labor, the
cost thereof, the requirements to obtain necessary insurance, permits, and steps necessary to
complete the services within the time set forth herein. The Seller warrants unto the Buyer that it has
the competence and abilities to carefully, professionally and faithfully complete the services under
this Agreement in the manner and within the time limits proscribed herein provided that Buyer
cooperates fully with the implementation of the software products. Notwithstanding, Seller shall
have no obligation for providing software functionality desired by Buyer other than the functionality
described in Seller's Specifications.
VII. WARRANTIES OF SELLER
A) Seller warrants that it is Seller's intent that all software products delivered under this
Agreement be free from defect in materials or workmanship and further agrees to correct
promptly and without additional charge any defect that it is notified of before January 1,
2001.
On and after January 1, 2001, this warranty will continue to remain in effect as long as the
Buyer maintains a current license and support agreement with the Seller and under such
agreement or extension thereof, Seller will correct any defect promptly and without
additional charge.
The Buyer acknowledges that this warranty is limited to software products installed and
used on the Buyer's computer system listed in Exhibit 2. Buyer further acknowledges that
modifications made to the Software programs by the Buyer will void Seller's warranty of the
programs, unless specifically stated and approved in writing by the Seller.
B) The Seller warrants that it is, and at all relevant times will be, authorized by the
manufacturer of all software included with or used by the software products, listed in
Exhibit 1, to grant licenses or sublicenses to such software.
4
C) The Seller warrants that the Software and software products do not infringe any patents,
copyright, trade secret, or other property rights held by any other person or entity.
D) The Seller's obligation for breach of warranty shall include correction or replacement of the
Software product which fails to conform to such warranty.
In no event shall the Seller be liable for special, incidental, or consequential damages
including any damages resulting from loss of use, or loss of data arising .out of or in
connection with the use of the software or hardware products. In the event of loss of data
caused by the software products and not Buyer's improper actions, Seller shall assist Buyer
in recovering lost data.
In no event shall the Seller be liable for any breach of warranty unless notice thereofis given
to the Seller within three months after acceptance of the software products of the Buyer or
within the period covered by a current license and support agreement or extension thereof,
whichever period is longer. -
E) The Seller shall defend, indemnify and hold harmless the Buyer and its officers, agents, and
employees from any claim or proceedings brought against the Buyer, and from any cost
damages and expenses, including reasonable attorney's fees and costs, finally awarded
against the Buyer, which arise as a result of any claim that is based on an assertion that the
Buyer's use of the software products under this Agreement constitutes an infringement of
any United States or other patent, copyright, trade secret, trademark, or other property
interest rights, provided that the Buyer notifies the Seller promptly of any such claim or
proceeding and gives the Seller full and complete authority, information, and assistance to
defend such claim or proceeding and further provided that the Seller shall have sole control
of the defense of any claim or proceeding and all negotiations for its compromise or
settlement, provided that the Seller shall consult with the Buyer regarding such defense.
In the event that the software products are finally held to be infringing and its use by the
Buyer is enjoined, the Seller shall, at is election; (1) procure for the Buyer the right to
continue use of the software products; (2) modify or replace the software products so that it
becomes non-infringing.
The Seller shall have no liability hereunder if the Buyer modified the software products in
any manner without the prior written consent of the Seller and such modification is
determined by a court of competent jurisdiction to be a contributing cause of the
infringement.
The foregoing states the Seller's entire liability, and the Buyer's exclusive remedy, with
respect to any claims of infringement of any copyright, patent, trade secret, trademark, or
other property interest rights by the software products, or any part thereof, or use thereof.
5
F) The Seller represents and warrants that the products(s) and/or services for this contract are
Year 2000 compliant. Year 2000 compliant means information technology that accurately
processes date/time data (including, but not limited to, calculating, comparing, and
sequencing) from, into and between the twentieth and twenty-first centuries, and the years
1999 and 2000 and leap year calculations. Furthermore, Year 2000 compliant infoffi1ation
technology, when used in combination with other information technology, shall accurately
process date/time data if other information technology properly exchanges date/time data
with it.
G) The warranties contained in this Section are in lieu of all other warranties, expressed or
implied. The Seller's expressed warranties shall not be enlarged, diminished or affected by,
and no obligations or liabilities shall arise out of, the Seller's rendering of tec1mical or other
advice or service in connection with the products listed in Exhibit 1.
VIII. CONFIDENTIALITY
Both parties recognize that their respective employees and agents, in the course of performance of
this Agreement, may be exposed to confidential information and that disclosure of such information
could violate rights to private individuals and entities. To the extent allowable by Florida's Public
Records Law, Buyer agrees that it will not disclose any confidential infomlation of the Seller and
further agrees to take appropriate action to prevent such disclosure by its employees or agents.
Seller agrees that all data and infonnation on Buyer's existing computer system shall be kept
confidential by Seller and shall only be accessed by Seller for purposes of perfoffi1ing services
under this Agreement and the implementation of the software products being provided thereunder.
Seller further agrees that said data and information shall not be copied or transferred to any person
or entity for private, commercial, business or individual use, unless such use is expressly authorized
by Buyer in writing.
IX. RESOLUTION OF DISPUTES
Before any action may be brought in a court of competent jurisdiction, the parties will participate in
good faith in mediation with a Florida Bar certified mediator under rules generally accepted by the
Florida Bar.
x. CANCELLATION OR MODIFICATION
This Agreement may not be canceled or modified except by the written mutual consent of both
parties or as otherwise provided in this Agreement. Buyer acknowledges that the terms and
conditions of this Agreement were conditioned on Buyer's purchase of the license to all software
applications listed in Exhibit 1. As such, purchase of the license to an individual application listed
in Exhibit 1 shall only be cancelled by Buyer due to Seller's failure to correct a material
nonconformity to Seller's Specifications within a reasonable period of time. In the event of any
cancellation, Buyer will be responsible for payments made by Seller, or payments due from Seller,
6
to any third parties for the purchase of third party software or hardware as of the date of
cancellation.
Notwithstanding, Buyer shall retain the option to not renew any license and support agreement.
Buyer acknowledges that, if Buyer decides to not renew any license and support agreement, but
Buyer thereafter decides to utilize the software products, it must either repurchase the license
for the software products or remit payment for support fees that would have been due if the
products had remained in continual use.
MUNIS software products in addition to those listed in Exhibit 1 may be licensed by Buyer
upon payment of the then current license fees as mutually agreed upon by the parties. Under
no circumstances shall Buyer be required to purchase licenses for products not listed in Exhibit
1.
Xl. REMEDIES
For any material breach of the terms and conditions of this Agreement by any party,-the non-
breaching party shall have all remedies available by law, including but not limited to, actions in
equity and for specific; performance unless another remedy is specifically and expressly provided for
in this Agreement or such remedies are limited by other provisions of this Agreement.
XII. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby and each term and provision of this Agreement shall
be valid and enforced to the fullest extent pem1itted by law.
XIII. NOTICES
All notices required or permitted to be given hereunder shall be in writing and shall be delivered in
hand or sent by first class mail, postage prepaid, to the parties at the following addresses or other
such address or addresses as to which a party shall have notified the other party in accordance with
this Section:
If to Seller:
If to Buyer:
John S. Marr, Jr.
Process, Inc. dba MUNIS
370 U.S. Route One
Falmouth, ME 04105
Ronald W. McLemore, City Manager
City Of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
7
XIV. TIME IS OF THE ESSENCE
Time is of the essence of this Agreement, and the parties agree to cooperate with each other in
performing their respective obligations under this Agreement.
XV. NO ASSIGNMENT
This Agreement shall not be assigned or transferred unless the Buyer approves of the a~signment or
transfer in writing. Buyer will not unreasonably withhold approval of assignment or transfer.
XVI. THIRD PARTY RIGHTS
This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever
create any rights on behalf of any party not expressly a party to this Agreement.
XVII. FURTHER ASSURANCES
From and after execution of this Agreement, each party shall fully cooperate with the other party
and perform any further act(s) and execute any further documents which may be necessary or
desirable in order to carry out the purposes and intentions of this Agreement. Notwithstanding,
Seller shall not be responsible for providing further services, products or modifications not listed in
Exhibit 1 and Exhibit 2 of this Agreement without additional compensation.
Buyer agrees to take reasonable steps to notify Seller of any complaints regarding the perfonnance
of the software products.
XVIII. NON-WAIVER
No delay or failure by either party to exercise any right under tIlis Agreement, and no partial or
single exercise of that right, shall constitute a waiver of that or any other right, unless the waiver is
specifically relied upon by the non-waiving party to the non-waiving party's detriment.
XIX. PUBLIC RECORDS AND OPEN MEETING LAWS
Seller hereby acknowledges that Buyer, as a Florida municipal corporation, is subject to the Florida
Public Records Act and Sunshine Law. Seller further acknowledges that under the Public Records
Act and Sunshine Law, the Buyer must permit the public to inspect and/or copy all public records
which the Buyer makes or receives in the course of conducting Buyer's business and must hold
meetings of the City Commission and various City boards and comnlittees in the public, unless
particular information is exempt by Florida law from public records disclosure or a particular
meeting is not subject to the Sunshine Law. Seller acknowledges that any record, document,
computerized information and program, audio or video tape, photograph or other writing of the
Seller related, directly or indirectly, to this Agreement may be deemed to be a Public Record
whether in the possession or control of Buyer or Seller. Said record, docl.Unent, computerized
information and program, audio or video tape, photograph, or other writing of the Seller deemed a
8
Public Record is subject to the provisions of Florida Statutes Chapter 119 and may not be destroyed
without the specific written approval of the Buyer. Upon request by the Buyer, Seller shall
promptly supply copies of said records to Buyer.
Buyer acknowledges that Seller claims that the software products and related documentation (i.e.
users' manuals and updates thereto) are trade secrets pursuant to Florida Statutes Section 815.045,
and Seller shall post notice of claimed trade secret status in appropriate locations.
Upon request by the Buyer, the Seller shall promptly supply copies of said public records to the
Buyer. All books, cards, registers, receipts, documents and other papers in connection with this
Agreement shall during normal business hours of Seller be open and freely exhibited to the Buyer
for the purposes of examination and audit at Buyer's expense.
All public meetings will be held in accordance with the Florida Sunshine Law.
XX. INDEPENDENT CONTRACTOR
Seller shall be considered independent contractors under this Agreement.
XXI. SOVEREIGN IMMUNITY
Nothing contained in this Agreement shall be construed as a waiver of the Buyer's sovereign
immunity under Florida Statutes Section 768.28 or other limitations imposed on the Buyer's
potential liability under state or federal law.
XXII. GENERAL LIABILITY INSURANCE
For all services performed hereunder, the Seller shall purchase and maintain, at its own expense,
such general, professional and automobile insurance to cover claims for damages because of bodily
injury or death of any person, property damage or any negligent acts of Seller arising in any way out
of the services performed by Seller under this Agreement. The insurance shall have minimum
limits of coverage of $1 ,000,000.00 per occurrence combined single limit for bodily injury liability
and property damage liability. This shall include, but not be limited to, automobile liability of
owned vehicles, hired and non-owned vehicles and employee non-ownership. For all services
performed pursuant to this Agreement, the Seller shall continuously maintain such insurance in the
amounts, type and quality as required by this paragraph during the full term of this Agreement.
Upon the effective date of this Agreement, Seller shall promptly provide the City with appropriate
certificate of insurance evidencing that Seller has complied with the insurance requirements of this
paragraph. Seller shall have Buyer listed as an additional insured on such certificate of insurance,
and such certificate of insurance shall require that Buyer be provided with thirty (30) days written
notice of cancellation.
9
XXIII. INDEMNIFICATION AND HOLD HARMLESS
Notwithstanding any other provision of this Agreement, Seller agrees, to the fullest extent permitted
by law, to indemnify and hold harmless the Buyer and its employees, officers, and attorneys from
and against all claims, losses, damages, or liability (including reasonable attorney's fees through any
and all administrative, trail, post judgement and appellate proceedings) to or for bodily injury, death
or property damage, directly or indirectly arising from the negligent or intentional acts, errors or
omissions resulting from Seller's or its directors, officer's, employee's contractor's and agent's: (i)
performance of services pursuant to this Agreement; (ii) failure to properly train employees under
their control or direction; and (iii) travel and lodging related to performing the services required by
this Agreement.
Seller agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Buyer and
its employees, officers, and attorneys from and against all claims, losses, damages, or liability
(including reasonable attorney's fees through any and all administrative, trail, post judgement and
appellate proceedings) resulting from Seller's or its director's, officer's, employee's contractor's
and agent's: (i) failure to remit any local, state and federal taxes due by Seller as a result of this
Agreement; (ii) failure to pay any subcontractors retained by Seller to perfom1 any services or
provide any products under this Agreement; and (iii) failure to remit payment to KIVA as required
by this Agreement.
The indemnification provided above shall obligate the Seller to defend at its own expense any and
all claims as described above of every name that may be brought against Buyer or its employees,
officers, and attorneys. In claiming any indemnification hereunder, Buyer shall promptly provide
Seller with written notice of any claim which Buyer believes falls within the scope of the foregoing
paragraphs. Buyer may, at its own expense, assist in the defense if it so chooses provided that Seller
shall control such defense and all negotiations relative to the settlement of any such claim and
further provided that any settlement intended to bind the Buyer shall not be tinal without the
Buyer's written consent which shall not be unreasonably withheld. Notwithstanding, if
indemnification under this Section is not sufficient to absolve Buyer of any and all liability, the
Buyer shall retain the right to assist in the defense without limiting the indemnitication and hold
harmless provisions hereunder.
Seller's liability under this indemnification and hold harmless provision shall be limited to the
insurance limits required by this Agreement. This provision shall survive the termination of this
Agreement but shall not extend any applicable statute of limitations.
XXIV. STANDARD OF CARE
In perforn1ing its services hereunder, the Seller shall use the degree of care and skill ordinarily
exercised, under similar circumstances by reputable members of its profession practicing in the
same or similar industry.
10
XXV. EXHIBITS
Exhibit 1 (two page cost summary), Exhibit 2 (one page hardware configuration), Exhibit 3 (two
page License Agreement) and Exhibit 4 (two page letter from 1. Christopher Kent to Michael
Korgan with enclosures 4GL Conversion Description and Prices and Functional Requirements) are
attached hereto and hereby fully incorporated and made a part ofthis Agreement by reference.
XXVI. ENTIRE AGREEMENT
This Agreement represents the entire agreement of the Buyer and the Seller with respect to the
hardware and software products and related services and supersedes any prior agreements,
understandings and representations, whether written or oral.
XXVII. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
The parties further agree that, in any dispute between them relating to this Agreement, exclusive
jurisdiction for state court actions shall be the trial courts located in. Seminole County, Florida and
for Federal actions in the district court located in Orlando, Florida. Any objection as to jurisdiction
or venue in such courts is hereby expressly waived.
IN WITNESS WHEREOF, persons having been duly authorized to bind the parties and
empowered to enter into this Agreement hereunto executed this Agreement effective as of the date
first set forth above.
Seller:
Buyer:
Process, Inc. dba MUNIS
City Of Winter Springs
By:
John S. Marr, Jr.
President
By:
Name:
Title:
11
EXHIBIT 1
City of Winter Springs, FL
Cost Summary
Estimated Estimated Estimated
Training Consulting Conversion Annual
MUNIS@ SOFTWARE License Fee Days Days Cost Maintenance
General Ledger $ 35,000 10 2 N/A $ 6,300
Budgeting Included Included N/A Included
Accounts Payable Included Included $ 4,200 Included
Accounts Receivable $ 9,000 3 I N/A $ 1,620
Project Accounting $ 8,000 2 2 N/A $ 1,440
Purchase Orders $ 9,000 4 2 $ 1,800 $ 1,620
Bids & Quotes $ 4,800 3 I N/A $ 864
Requisitions $ 7,200 5 I N/A $ 1,296
Payroll $ 7,000 7 I $ 10,800 $ 1,260
Personnel $ 5,000 4 0 Included $ 900
Applicant Tracking $ 2,500 I 0 Included $ 900
Inventory $ 8,500 4 I N/A $ 1,530
Fixed Assets $ 8,500 3 2 $ 3,600 $ 1,530
Intelligent Query' Included 4 2 N/A $ 3,126
Utility Billing $ 20,000 14 2 $ 7,920 $ 3,600
Utility Meter Reader Interface $ 7,500 2 0 N/A $ 1,350
Work Orders $ 8,500 3 I N/A $ 1,530
Business Licenses $ 9,000 3 I N/A $ 1,620
Contract Management $ 4,800 3 I N/A $ 864
$ 2,000 0 0 N/A $ 360
Interface with KIVA Software, MUNIS
GfL and KIVA Cashiering System
Included
USER MANUALS (One (I) Hard Copy
and One (\) Diskette Per Application)
TOT AL MUNIS@ SOFTWARE $ 156,300 75 20 $ 28,320 $ 31,710
12% of the License Fees for the MUNIS Applications licensed to Buyer.
City of Winter Springs, FL
Cost Summary
Estimated Travel and
Price Expenses2
$ 63,750 $ 26,250
$ 22,000 $ 7,000
$ 28,320
$ 6,000 $ 2,100
$ 20,000 $ 3,500
$ 15,000 $ 2,800
$ 85,000
$ 15,000
$ 255,070 $ 41,650
Annual
Cost Maintenance
$ 156,300 $ 31,710
$ 255,070
$ 411,370 $ 31,710
MUNIS SERVICES:
Implementation
Consulting
Conversion3
Installation4
Project Management (MUNIS)
Project Management (KIV A)
Software Modifications5
Administrative Services (Bill/Collection for all KIVA
Software/Services under the original agreement with Buyer and
KIV A)
TOTAL MUNIS SERVICES
(75 Days @ $850 per Day)
(20 Days @ $1, 100 per Day)
TOTAL INVESTMENT
MUNIS Software
MUNIS Services
Total MUNIS Software and Serviccs6
2 Travel and related expenses are estimates only. Buyer will be charged the actual travel and
related expenses, per diem meal expenses in the amount of $21 per day, and an on-site
administrative fee per day in the amount of $11 per day.
3 See conversion detail in May 24, 2000 letter (Exhibit 4). Buyer is not obligated to utilize
Seller for all conversions listed in the conversion detail. Amounts allocated for conversion
services in this Agreement may be reallocated to other MUNIS products or services or credited
to Buyer as mutually agreed upon by the parties.
4 Installation includes the following:
Installation ofMUNIS APPLICATIONS, INFORMIX (GUI SERVER, GUI
Intelligent Query on 5 PC's, and 5 Printers (total, local & networked))
5See Functional Requirements in May 24, 2000 letter (Exhibit 4).
6 Exclusive of Annual Maintenance, which is due/payable following the expiration of the
Warranty Period.
EX 1-1 III IT 2
City of Winter Springs, FL
Hardware Configunltion 7
Item
Hewlett Packard LH6000R Netserver
Dual Intel P3-700 XEON Processors
2MB L4 Cache RAM
512MB PCI33 ECC RAM
(3) 18.2GB SCSI LP Ultra-2 Hot-Swap 10K L VD Hard Drives
NetRAID SCSI Controller
HP SureStore DA T40i Internal Tape Drive
American Power Conversions NetShelter
- Complete Enclosure for Rack Mountable Servers in ITEM (I)
Installation Configuration and O/S Setup for MUNIS Solution
- Includes the Set-Up of Hardware and O/S in accordance with
Specifications
MUNIS
Total
Cost
$ 19,782
$ 6,495
$ 3,450
$ 29,727
--
7 MUNIS has selected a third party to provide the above hardware. The third party, and not MUNIS, shall be
responsible for acquiring, installing, maintaining, warranting and ensuring satisfactory perfornlance of the third
party hardware. Onsite service, maintenance, support and warranty issues will be handed by Ameritek-Orlando due
to a pre-existing relationship between Ameritek-Orlando and the City of Winter Springs.
EXHIBIT3 LICENSE AGREEMENT FOR
MUNIS SOFTWARE
Agreement is made this _ day of , 2000 by and between the CITY OF WINTER
SPRINGS, 1126 East State Road 434, Winter Springs, FL 32708 (Licensee1 and Process, Inc. dba
MUNIS (Licensor), 370 US Route One; Falmouth, Maine 04105.
The headings used in the Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
Now, therefore, the Licensor and Licensee agree as follows:
1. Grant of License
Licensee is hereby granted the non-exclusive and non-transferable license and right to use the
Revision of MUNIS 4GL Licensed Programs listed in Section 2, and related materials. The
Licensor agrees to extend and the Licensee agrees to accept a license subject to the terms and
conditions contained herein for the MUNIS Software Products identified herein (Hereinafter
refrred to as "Software Products.")
2. Defined Categories:
License fees are based on defined category levels. Placement within a category is based on the
size of the organization serviced and measured by such factors as operating budget, number of
employees, and the number of bills generated for utilities or taxes. This license is granted at the
following category level(s):
Group of Software Products
Human Resource applications listed in Exhibit 1
All other applications listed in Exhibit 1
Category
B
o
Revision
2000.04
2000.04
3. Limited Use
The Software Products listed are licensed for use only for the benefit of the Licensee listed in
this Agreement. This license is registered for the Licensee's HP NetServer (pH6000R) Running
SCO OpenServer 5.05 computer system. As long as a current license and support agreement is
in place, this License may be transferred to any other hardware system used for the benefit of
Licensee. Licensee agrees to notify Licensor prior to transferring the licensed Software
Products to any other system. The right to transfer this license is included in cost of this
Agreement. The cost for new media or any required technical assistance to accommodate the
transfer would be billable charges to the Licensee.
4. Confidentiality
The Licensee acknowlegdes that Licensor claims that the Software Products are proprietary to
the Licensor and have been developed as a trade secret at the Licensor's expense. Pursuant to
Florida Statute Section 119.07(3)(0), the Software Products are prohobited from public
disclosure. The Licensee agrees to keep the Software Products confidential and use its best
efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any
or all of the Software Products or users' manuals and updates thereto.
5. Modification
The Software Products may be modified but such modification shall be only for th~ use on the
Licensee's system for which the Software Products are licensed and shall not cause the
Licensee or the anyone performing such modification to gain any proprietary or other interest
in the Software Products.
6. Copies
The Licensee may make copies of the licensed Software Products for archive purposes only.
The Licensee will repeat any proprietary notice on the copy of the Software Product. The
documentation accompanying the product may not be copied except for internal use.
7. Warranty
For as long as a current license and support agreement is in place, the Licensor will warrant that
all MUNIS Software programs will operate as described in the brochures and user manuals of
Process, Inc. dba MUNIS. If a program fails to operate in the manner described within these
documents, the Licensor will correct the problem at no charge to the Licensee. If Licensee has
made modifications to the Software programs, Licensor will no longer warrant the performance
of those programs which contain modifications, unless specifically authorized in writing by the
Licensor. .
By signing below, both parties acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms:
LICENSOR
LICENSEE
Process, Inc. dba MUNIS
370 US Route One
Falmouth, Maine 04105
City of Winter Springs
126 East State Road 434
Winter Springs, FL 32708
By:
John S. Marr, Jr.
President
Date:
By:
Name:
Title:
Date:
"MUNIS" is a registered trademark of Process, Inc. dba MUNIS.
EXHIBIT 4
The portions of thc May 24, 2000 letter from Sellcr to Buyer that rcmain relcvant to this
Agreement appear on thc following pages and are hcreby incorporatcd into this
Agrecmcnt.
Michael Korgan
Ameritek-Orlando, Inc.
151 Semoran Conference Place
Apopka, FL 32703
May 24, 2000
Dear Mike,
On behalf of the more than two hundred (200) MUNIS employees, I want to express our appreciatioll'to you and the
City of Winter Springs for your continued interest in our Products and Services. All of us at MUNIS will make
every effort to insure that your interest is justified and enhanced.
In this Letter and its Enclosures, I will address the issues of concem to the City that you have identified in our
conversations over the last several weeks:
I) MUNIS will agree to assume responsibility for the Project Management, to and including the billing
and collection for any and all Software and Services, associated with the implementation of the
MUNIS and KIVA Applications for which the City of Winter Springs ,contracts separately with our
respective Companies; _
2) MUNIS will provide an Interface between our Utility Billing and Collection System and the ITRON
MV-RS Meter Reading System at no additional costs to those quoted in our original Proposal;
3) Based on information that I obtained from Inform ix, the City can upgrade to the Development Tools
and continue to utilize the existing Database Engine necessary for use with the MUNIS Applications
under the City's current Support Agreement with Informix at a cost saving:; of approximately $40,000
(or $15,000 depending on the Database Engine) from our original Proposal (Twenty-One (21) versus
Thirty-Two (32) Concurrent Users). (See the enclosed Quotation from Informix.)
The enclosed Cost Quotation (Revised) amends the Cost Quotation incorporated in our original Proposal to add I)
the modification costs to satisfy most, if not all of the same requirements that the other Vendor under consideration
agreed to satisfy relative to the MUNIS Applications quoted in our Proposal (see the revised Requirements
Checklist); 2) the additional Project Management Fees for MUNIS to assume responsibility for the Project
Management associated with the implementation of the KIVA Applications (see Item I above): 3) an administration
fee to cover our costs in the billing and collection for KIVA's Software and Services; -I) the cost for the
development and support for the MUNIS components of the Interface between the MUNIS General Ledger and the
KIV A Cashiering System; and 5) the estimated Travel and Other Expenses associated with the implementation of
the MUNIS Applications.
This Cost Quotation (Revised) also amends the Cost Quotation incorporated in our original Proposal to delete I) the
costs quoted for the necessary Informix Development Tools and Database Engine (see Item::; above); 2) the cost
quoted for USDBA Support that is offered on an optional (not mandatory) basis; and 3) the modification costs
(identified but not quantified) to the Contractor Licensing and Temporary Use Permits. (The requirements for these
Programs will be satisfied by the KIVA Applications.)
I have also deleted the costs quoted for the SCO UNIX Operating System Software and the Hardware (Server) since
the MUNIS Applications can be implemented in conjunction with the existing Hardware (Server) and Operating
System Software. For the same reason, I have reduced the cost quoted for Installation to reflect that SCO UNIX and
the Informix Database Engine are already installed and in use on the existing Server. (Alternatively, the Ci~y could
also acquire new Hardware (Server) and Operating System Software from a Local Vendor, off a State Contract, or.
if the City desires, directly from MUNIS.)
I have also enclosed with this Letter a more detailed Breakdown of the Conversion Fees (see the Fees under the
Column marked DIE) in order to allow the City to determine the Files (and the Costs for their Conversion) that need
to be converted. In addition, I have included some information on an optional Laser FornI Solution available for use
with the proposed MUNIS Applications, and the optional USDBA Support Program.
The foregoing information will hopefully address all the issues of concern to you and the City satisfactorily. If not,
or I can be of any help to you and/or the City in any other way, please don't hesitate to contact me at our Florida
Offices at any time:
PHONE: (727) 726-2440, X 644
FAX: (727) 726-772\
EMAIL: ckent({V.munis.com
All of us at MUNIS look forward to entering into a mutually beneficial and advantageous working relationship with
KIV A and the City of Winter Springs.
Yours very truly,
L. Christopher Kent
Regional Sales Manager
Enclosures
Cc: David Finney, KIVA
Robert Brin, MUNIS
Rebecca Spangler, MUNIS
I
4GL CONVERSION DESCRIPTIONS & PRICES
April 2000
Accounting/Budgeting/Project Accounting:
We recommend that Accounting, Budgeting and Project Accounting data be keyed rather than converted. Excel
Spreadsheets are available to facilitate this approach ($1250).
Accounts Payable:
B/C DIE F+
Standard: $840 $1200 $1800 Vendors, Remittances, 1099 Amounts
Option 1: $840 $1200 $1800 Check History (Header, Detail)
Option 2: $1260 $1800 $2700 Invoices* (Header, Detail)
Fixed Assets:
BIC DIE F+
Standard: $1260 $1800 $2700 Master, GL Accounts* and Funding Source
Option 1: $420 $600 $900 Purchase Header
Option 2: $840 $1200 $1800 History
General Billing:
BIC DIE F+
Standard: $840 $1200 $1800 Customer Accounts (CIDs)
Option 1: $1680 $2400 $3600 Recurring Invoices (Header, Detail, GL *,
Comments)
Option 2: $3360 $4800 $7200 Bills (Header, Detail), Payment History (Header,
Detail, GL *), Invoices (Header, Detail, GL*,
Comments)
Motor Vehicle Excise Tax:
B/C DIE F+
Standard: $1260 $1800 $2700 MV Master, Customer Accounts (CIDs)
Option 1: $420 $600 $900 Situs (NC Only)
Option 2: $2940 $4200 $6300 Bills (Header, Detail), Payment History (Header,
Detail, GL *), Abatements/Adjustments (Header,
Detail), Tax Bill Activity
Payroll/Personnel:
BIC DIE F+
Standard: $840 $1200 $1800 Employee Master, Addresses
Option 1: $1260 $1800 $2700 Deductions, Retirement, Boncllnformation
Option 2: $840 $1200 $1800 Recurring Pay*
Option 3: $420 $600 $900 Accruals (Vacations, Sick, Personal, etc.)
Option 4: $1260 $1800 $2700 Accumulators (Earnings & Deductions totals by
period)
Option 5: $840 $1200 $1800 Check History
Option 6: $840 $1200 $1800 Earnings & Deduction History
Option 7: $1260 $1800 $2700 Applicant Tracking
Purchase Orders:
BIC DIE F+
Standard: $1260 $1800 $2700 Open Purchase Orders (Header, Detail, GL *)
* May Require customer to provide a GL Account Crosswalk
Prices for unlisted conversions should not be quo led without consul ling the Implementation Programming Manager first
Conversions do not include the creation of Auxiliary Code tables.
Prices are per database cOllverted.
Any site greater than 2 times F or greater than 80.000 parcels requires CUSlOm pricing,
4GL CONVERSION DESCRIPTIONS & PRICES
April 2000
Real Estate/Personal Property Tax:
Parcel Count 0-12 1 2 - 30 30 - 80
(1,000s)
Standard: $840 $1200 $1800 Customer Accounts (CIDs)
Option 1: $1260 $1800 $2700 Real Estate Master Tables (Parcels, Charges,
Values, Exemptions, Owners, Deeds)
Option 2: $840 $1200 $1800 Personal Property Master Tables (Personal
Property IDs, Charges, Values, Exemptions,
Owners)
Option 3: $3360 $4800 $7200 Bills (Header, Detail), Payment History (Header, D
GL*), Special Conditions,
Abatements/Adjustments (Header, Detail), Tax
Bill Activity
Utility Billing:
B/C DIE F+ , ,
Standard: $1260 $1800 $2700 Account Master, Customer Accounts (CIDs)
Option 1: $840 $1200 $1800 Services, Meter Inventory
Option 2: $840 $1200 $1800 Assessments
Option 3: $840 $1200 $1800 Consumption History
Option 4: $2520 $3600 $5400 Bills (Header, Detail), Payment History (Header,
Detail, GL*), Tax Bill Activity
Voter:
B/C D/E F+
Standard: $840 $1200 $1800 Master
Option 1: $420 $600 $900 History
· May Require customer 10 provide a GL Accoun1 Crosswalk
Prices for unlisted conversions should not be quoted without consulting the Implemcntation Programming Manager first
Conversions do not include the creation of Auxiliary Code tables.
Prices are per database collverted.
Any site greater than 2 times F or greater than 80.000 parcels requires custom pricing.
~~~
;.....-~~
SECTION 5.0
FUNCTIONAL REQUIREMENTS
This section of the RFP outlines the softvvare applications that the City of Winter Springs wants to
implement through this proposal. Each application package has been broken down into functional
requirements, These functional requirements are presented in a checklist format so that the
vendor may easily address each requirement. In addition to the checklist, vendors are required to
submit detailed written explanations of key processing cycles: Accounts Payables, Payroll,
Budget Control, Purchasing, Encumbrance Accounting, and Human Resources. All page.s of
Section 5 are to be completed and returned with the vendor's response. Any item to which the
vendor does not respond will be assumed an "F" type response. Any explanation that the vendor
wishes to provide should be attached to the checklist and referenced to the appropriate items.
Any misrepresentation to this RFP will be grounds for rejection. Vendor must indicate:
./' What programming language each application is written in.
./' If application is being converted from on language to another, and if so, when is
conversion expected to be completed.
./' / The names of custome~s u~ing the new converted language if applicable and how
, long they have been uSing It. ~
./' What arrangement vendor will make to assure that the City of Winter Springs obtains
the most recent copy of source code.
The following codes should be used when responding to the functional requirements throughout
Section 5. '
A - The feature is already included with the quoted software, at the quoted pricE:, The feature
I function should currently be installed and fully functional at a government customers
site, The installation status should be a production status, not an alptla or beta test site.
B - The feature is already included in the corporate product plan, and will be released from
alpha or beta test prior to installation at the City of Winter Springs. The feature I function
should be included in the quoted price,
C - The feature will be added to the corporate product plan and will be supported by the
vendor. However, the feature will not be ready for use at installation time for the City of
Winter Springs. Vendor must indicate when the feature will be available. Feature will be
included in the quoted price of the module.
o - This feature will be customized for the City of Winter Springs at an additional' cost.
Fe~ture will be supported with the maintenance by the vendor. Vendor must indicate the
additional cost and when the feature will be available for use by the City on a separate
sheet(s) of paper following the page of application I feature and referenced by application
I feature number. Additional costs should also be shown as a separate line item in
Section 10 of vendor's response. .
E - The feature will be customized for the City of Winter Springs at an additional, cost but will
not be supported or maintained by the vendor. Vendor must indicate the additional cost
and when the feature will be available for use by the City on a separate sheet(s) of paper
following the page of application I feature and referenced by application I feature number.
Additional costs should also be shown as a separate line item in Section 10 of vendor's
response.
F - The feature is not available and will not be provided by the vendor.
5.1
GENERAL SYSTEM FEATURES
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1) Ability to access all data elements within the application database, A
2) Ability for on-line update of all data elements within the application A
database.
3) Ability to edit data elements entered on-line at the time the element is A
entered, not in a subsequent batch update process,
4) ,A,bility for real time updates such that on-line access from anywhere A
within the network displays the most current element value.
5) Ability for user definition and maintenance of system values and rules A
without requiring programmer intervention or recompilation of programs.
6) Provision for non-technical, complete, and easy-to-read user A
documentation,
7) Provision for on-line user documentation, A
8) Provision for a relational database management syste[T\. \A
9) Ability for the software's use with an independent query / report language A
which will provide inquiry and report .generation capabilities.
10) Provision for a security component that controls access to informatior) A
based 'on organization and individual permissions. '
11) Ability to produce batch reports which permit the organization to A
adequately monitor and manage the functional areas for which the
system is being acquired.
12) Ability to produce detailed audit trails that reflect appropriate on-line and IA
batch transactions,
13) Ability to provide for full backup and recovery in the case of any type of A
malfunction, hardware and / or software.
14) Ability to produce comprehensive management reporting for all areas . \A
within the organizational process.
15) Ability to produce both standard and ad hoc reports, as well as allow for A
the use of standard statistical packages so that research and analysis
can take place,
16) Ability to produce internal reports of a unit, as well as an organizationat- A
wide basis.
17) Ability to produce ad hoc letters, and lor reports and includes database A-IQ
information specific to a person.
18) Ability to view on-line all information stored on the system, IA
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.2
FINANCE SYSTEM FEATURES
./
../
1) Ability to conform to GAAP, GASB, and GAAFR guidelines.
2) Ability to provide for the encumbrance of purchase orders, requisitions,
and other transaction types.
3) Ability to automatically liquidate encumbrances for partial and complete
payments,
4) Ability to allow for concurrent month processing.
5) Ability to support program budgeting, analysis, and reporting.
6) Ability to allow for the definition of hierarchical structures that allows for
reporting of individual as well as aggregate revenues and expenditures.
7) Ability to support fiscal, project, and inception-to-date reporting by grant I
project.
8) Ability to provide system-generated indirect cost recovery entries.
9) Ability to provide system-generated matching funds transfer entries. ,
10) Ability. to allow for budget roll forward. ,
11) Ability to provide extensive on-line query from status to source document
12) Ability to provide on-line summary queries,
13) Ability to provide for on-line review of all supporting tables during
transaction processing,
14) Ability to allow user-defined budgetary controls options.
15) Ability to allow budget periods to be defined as monthly, quarterly or
annual for specified organizational units.
16) Ability to provide on-line funds availability checking for all transactions. =:l A
17) Ability to provide authorized user overrides to by-pass funds availability I A
checking, ~
18) Ability to provide standard reports at the lowest level of details, with I A
consolidation of the data according to the user-defined chart of accounts.
19) Ability to provide on-line maintenance and control of tables for definition
of the chart of accounts,
20) Ability to provide for the chart of accounts to be defined in a hierarc;hical
structure with flexible coding configurations.
21) Ability to provide a translation table for definition of external report codes A
to the organization's chart of accounts for reporting to external agencies.
22) Ability to provide for user-controlled rule-based transaction processing
and editing.
23) Ability to enter journal entries on-line.
A
A
A
A
A
A
A
A - Allocated
Recurring J/E
Function.
A
A
A
A
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A
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NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.2
FINANCE SYSTEM FEATURES (CONTINUED)
../
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1) Ability to allow lor unlimited text to be applied to requisitions and
purchase orders at the header and line item level.
2) Ability to allow authorized departmental user to enter their requests for
goods and services on-line in a decentralized mode.
3) Ability to allow users to specify a vendor and a price,
4) Ability to derive price from vendor agreements.
5) Ability to allow buyers to override user-specified or system-generated
vendors and prices,
6) Ability to provide automatic. on-line budget account validation.
7) Ability to allow users to create an encumbrance at the point of entering a
request.
8) Ability to provide lull sufficient funds checking.
9) Ability to provide complete on-line and hard copy reporting of purchase
orders issued and goods received,
10) Ability to provide for automatic assignments of requisitions to vendor.
11) Ability to provide an on-line list of candidate vendors.
12) Ability to allow for consolidation of several requests into a single
purchase order. Note: Separate FUNDS shall require separate purchase
order.
13) Ability to allow for multiple budgetary accounts to be applied to each
purchase order line item. Note: Separate FUNDS shall require separate
purchase order,
14) Ability to provide tables to store descriptive information that is
automatically included on the purchase order document including vendor'
name and address, sh'lpping instructions, and special instructions.
15) Ability to provide for immediate printing of the purchase order.
16) Ability to provide on-line posti.ng of the encumbrance transaction to the
General Ledger.
17) Ability to previde up-to-the-minute purchasing reports showing goods
requested versus goods ordered and available balances,
18) Ability to allow for change orders to be processed against an existing
purchase order for all user definable fields.
19) Ability to create the necessary accounting adjustments automatically.
20) Ability to allow for the creation of blanket orders with limits on specifiC
amounts or dates.
21) Ability to support the RFP and bidding process.
22) Ability to maintain a prospective bidder list.
23) Ability to record evaluation results of proposals.
24) Ability to provide for the receipt of goods and services to be recorded on-
line by purchase order number.
25) Ability to provide a stored inventory capable of managing consumable
inventory warehouses,
26) Ability to provide a security factor that will allow for on-line approval of
the steps necessary to purchase items.
27) Ability for the system to generate emergency P.O. number assignment.
28) Ability for the system to generate emergency requisition number
assignment.
29) i\bility to provide ror the receipt of goods and services process to be
A
A
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\ A - Commodities
table
A
A
\ A -preencum-
brance
A
A
\ A - based on com-
modity code
IA
A
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IA
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A
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screen
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IA
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centralized or decentralized.
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NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.2
FINANCE SYSTEM FEATURES (CONTINUEQ}
./
Ability to provide on-line entry of invoices and maintenance of vendor
data.
2) Ability to automatically calculate discounts and payment schedules
based on user-defined rules.
3) Ability to allow for on-line inquiry of all open purchase orders by vendor,
buyer. fund, organization, account, and program.
4) Ability to allow the user to define specific search criteria and limits while
performing an on-line inquiry,
5) Ability to allow for the tracking of items received and the recording of
goods returned to the vendor.
6) Ability to allow for the designation of items to be capitalized with an
immediate update to Fixed Assets.
7) Ability to automatically update Accounts Payable with the receipt of
goods including the associated purchase order number.
8) Ability to provide a three-way match of the receipt of goods,
9) Ability to provide automatic generation of ,General Ledger transactions
on a real-time basis.
10) Ability to allow for unlimited multiple addresses for each vendor.
11) Ability to provide a designation code for each vendor including 1099,
minority, or other special statuS.
12) Ability to provide for the establishment of discount and payment terms for \ ,Do..
each vendor.
13) Ability to allow invoice data to be processed on-line, \ ,Do..
14) Ability to automatically retrieve vendor name and address, goods -1\ A
ordered and received, and unit prices based on purchase order number, -
15) Ability to automatically calculate applicable discounts and payment dele' \ A
16) Ability to allow on-line changes to the retrieved data, i A
17) Ability to allow for the addition of freight and bulk charges,
18) Ability to automatically check account validity and available budget.
19) Ability to automatically liquidate associated encumbrances as invoices
are processed,
20) Ability to handle partial payments.
21) Ability to process credit memos on-line,
22) Ability to store cred'lt memos for each vendor.
23) Ability to provide for the identification of capitalized items as invoices are
processed.
24) Ability to automatically assign a temporary tag number in Fixed Assets
for capitalized items,
25) Ability to automatically generate payable checks based on due date.
26) Ability to automatically calculate payment due date to take advantage of
available discounts.
27) Ability to provide for the definition of grouping rules by vendors to
produce one check per invoice or vendor.
28) Ability to provide for the issuance of "on demand" checks produced at a
local printer.
29) Ability to provide an "on demand" checks process that automatically
updates the General Ledger and liquidates associated encumbrances.
30) Ability to interactively check account number and available budget.
31) Ability to automatically handle recurring payments,
I 32) Ability to provide for the recording of void cheCKS on-line.
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A
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33) Ability to provide a complete bank reconciliation process, A \
34) Ability to provide for the matching of outstanding checks with cleared A
checks.
35) Ability to provide document history retrieval on-line, linking requisitions to p,
purchase orders, invoices, and checks.
36) Ability to produce 1099's and magnetic media and store 1099 A
information,
37) Ability to provide document history retrieval on-line for a specified period A
of time,
38) Ability to provide on-line inquiry on invoices, vendors, checks, and A
voucher numbers.
39) Ability to block or flag suspected duplicate payments until properly A ..
verified and payment authorized.
40) Ability to track and reference invoices by voucher number. A
41) Ability to interface with Grant Tracking and Project Monitoring modules. A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUM3E~ - ATTACH SEPARATE PAGES IF NECESSARY)
:::.
5.2
FINANCE SYSTEM FEATURES (CONTINUED)
1) Ability to provide for user-defined entity types to classify customers,
2) Ability to produce standard and ad hoc reports for miscellaneous cash
and receivables
3) Ability to establish customer credit limits,
4) Ability to provide user-defined charge and payment codes.
5) Ability to provide user-defined accounting distributions associated with
end charge and payment code.
6) Ability to print receipts meeting agency requirements.
7) Ability to provide for either invoice or statement generation.
8) Ability to provide for on-line entry for requesting billing,
9) Ability to bill by type of charge and I or type of customer,
10) Ability to assess late charges.
11) Ability to provide for refund checks from Accounts Receivable to
Accounts Payable.
12) Ability to provide on-line query of account status on detail charges and
paym~nts.
13) Ability to provide for cashier checkout.
14) Ability to process miscellaneous cash not related to receivables.
15) Ability to identify accounts sent to collection agencies.
16) Ability to provide lock-box interface processing
17) Ability to provide a complete bank reconciliation process.
18) Ability to provide meaningful references for miscellaneous cash not
related to accounts receivable.
19) Ability to assign receipt numbers to miscellaneous cash.
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NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES ;,' t-:ECESS'-RY)
?SrPO
5.2
FINANCE SYSTEM FEATURES (CONTINUED)
V"
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Ability to maintain detail property records for all fixed assets including
identification codes, commodity classification, acquisition data, supplier
information, maintenance data, make, model, serial number, disposition
data, location, and asset useful life,
2) Ability to provide for the deflnition of funds, asset accounts, depreciation,
and fund sources for accounting entries.
3) Ability to allow for the defmition of user-defined categories of fixed
assets.
4) Ability to allow for mass changes in locations of assets.
5) Ability to maintain detail property records for insurance purposes,
6) Ability to maintain cost insurance, and replacement values,
7) Ability to provide for automatic calculation of depreciation.
8) Ability to allow for user definitions of various types of depreciation.
9) Ability to allow depreciation to be calculated on either a monthly,
quarterly, or annual basis.
10) Ability'to provide the option of having depreciation data updating the
General Ledger or being stored in Fixed Assets for information purposes
only.
A
A
A
A
A
A
A - straight line
A
A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES iF NECESSARY)
5.2
FINANCE SYSTEM FEATURES (CONTINUED)
v
Ability to allow monthly, quarterly, and annual budgeting at various levels
within an organization.
2) Ability to provide user-defined budget phases,
3) Ability to provide for a pool budget for a class of expenditures.
4) Ability to support the defmition of a line item budget for equipment
expenditures.
5) Ability to allow users to develop budget forecasts using base-year
budgets.
6) Ability to allow forecasts to be expressed in terms or percentage
increases or decreases,
7) Ability to provide a process to apply inflation factors to a budget model.
8) Ability to support program budgeting that matches the same hierarchical
program structure established in the chart of accounts,
9) Ability to automatically create budgetary adjustments,
10) Ability to support the establishment of multi-year budgets,
11) Ability'to automatically record budgets to the General Ledger as original
budgets once they are approved
12) Ability to allow budgets to be established and maintained for future
periods.
13) Ability to allow for partial rolls of the budget prior to final approval of a
complete fiscal year budget.
14) Ability to provide on-line budget query capability to dynamically change
the sort and display keys.
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\ A
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NOTES: (PLEASE ASSOC\A TE NOTES WITH REQUIREMENT NUMBER - ATTACH SE?ARA TE ?AG'iOS \,= NECESSARY)
5.2
FINANCE SYSTEM FEATURES (CONTINUED)
,/'
1) Ability to provide a mechanism for recovery of both direct and indirect
costs for delivery of services,
2) Ability to provide for the recovery of costs including direct and indirect
labor, overhead, equipment usage, and stores usage.
3) Ability to allow for the definition of customers as either internal or
external to the organization,
4) Ability to provide for the development of charge rates based on
estimates of costs to be incurred during future billing periods,
5) Ability to support the collection of service I product delivery data by
customer and cost accounts.
6) Ability to support the billing of customers and the recording of
appropriate accounting entries,
7) Ability to automatically encumber the necessary funds when customers
order is received,
8) Ability to perform the appropriate accounting as'bil\ing occurs.
9) Ability ~o automatically create inter-fund transactions.
10) Ability to automatically update the accounts receivable account in the
General Ledger for external customers.
11) Ability to support "calculation of rates" rules.
\ A
\ A
\ A
\ A-IQ
A
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12) Ability to allow for the calculation and maintenance of internal rates.
13) Ability to support the automatic selection of the charge-bacK rate through
the billing process
14) Ability to provide a mechanism to reconcile actual data to estimated
data.
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBSR - An ACH SSPAR,\ TE PAGES I;: NECESSARY)
1. WORK ORDER/JOB COST SYSTEM CAN BILL THE RSOUISITIONER, INCLUOING INOIREC-;- COSTS,
Ability to maintain multiple addresses tor applicants,
Ability to maintain multiple phone numbers for applicants.
Ability to maintain education background including degrees, majors,
minors, and areas of concentration for applicants.
4) Ability to maintain prior employment background including name of
employers, dates of employment, and positions held for applicants,
5) Ability to maintain results from required tests and examinations for
applicants,
6) Ability to maintain a skill inventory for applicants.
7) Ability to perform on-line queries for applicants' skills.
8) Ability to maintain unlimited free-form text for applicants,
9) Ability to maintain an applicant's certifications and licenses including
license number, expiration date, and any endorsements.
~ 0) Ability to maintain an applicant's publication history including publication
title, type of publication, date of publication, and publisher,
~ ~) Ability, to capture the applicant's current and desired salary.
12) Ability to capture to source of an applicant.
~ 3) Ability to manage applications to promotion or transfer from current
employees,
~ 4) Ability to allow applicants to apply for a generic position classification
and I or a specific position,
15) Ability to allow an applicant to apply for multiple positions,
16) Ability to produce and maintain standard applicant correspondence such
as standard rejection letters and notifications for interviews,
~ 7) Ability to provide for an applicant to be queried by current or previous
name and current or previous 10 number.
18) Ability to generate an applicant tracking number for each applicant.
19} Ability to list a\l applicants for a generic pos'ition classification or a
specific position,
20) Ability to provide for an unlimited number of user-defined applicant status
tracking codes.
2AI) Ability to provide an employment requisitioning process. ~
22) Ability to create job posting notices.
23) Ability to capture and store job descriptions. =
24) Ability to capture and store optional and mandatory skill requirements for
a position.
25) Ability to capture and store optional and mandatoryeducationa\
requirements for a position.
26) Ability to automatically match candidates based upon position
requirements.
27) Ability to capture and store optional mandatory Hcense and certification
requirements for a position.
28) Ability to track applicant references
29) AbiHty to produce EEO-4 Report on new hires during the fiscal year.
30) AbiHty to search applicant files for applications that are current or up to 2
years old by job class, skill, education, bane, salary, certifications,
minimum qualifications, EEO code, requisition number.
31) Ability to merge applicant name, address and position appHed for with
letter text.
32) Ability to reproduce signature facsimiles on word processing documents.
33) Ability to transfer new applicant information to new hire files.
5.3
HUMAN RESOURCES SYSTEM FEATURES
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34) Ability to track applicants by recruitment sources, A
35) Ability to track applicants by reject reason. \A
36) Ability to track applicants by requisition code and requisition number, A
37) Ability to interface with applicant tracking module, A
38) Ability to provide skills inventory for employees, A
39) Ability to handle on-line queries regarding employees SKills and J or A
education and I or certifications
40) Ability to provide for an employee to be queried by current or previous A
name, social security number, current or previouS 10 number, SKill,
certification, educational background, requisition number, EEO code,
and classification, job classification, hire date, anniversary date, or any
fIeld in the employee record, . f
41) Ability to trac\<. grievances at each step by department and division and D ($-f-;{}QQ:)---
fmal resolution.
42) Ability to trac\<. disciplinary action by employee. department, division and A
final resolution.
43) Ability to globally increase salaries of employees by bargaining unit, A
department, division. job classification, hire date or promotion date.
44) Ability, to identify reasons for salary increases. A
45) Ability to globally change records of employees impacted by collective A - Certain files
bargaining agreements at any field in the employee record. only
46) Ability to utilize error control mechanism in salary fields, This item is -
unclear.
47) Ability to utilize personnel system as a template while entering data to A
ensure accuracy prior to entering data into database.
48) Ability to provide salary history by employee or groupS of employees. A
49) Ability to track FMLA \eav~ usage. A
50) Ability to produce EEO-4 Report in a computer format approved by A
EEOC.
51) Ability to group employeeS by same classifications and determine A
average salary for employees in the same title class"
52) Ability to maintain pay ranges for all job classes. A
53) Ability to track employee bargaining unit dues deduction. \A
54) Ability to compute FRS and FICA contributions if employee(s) salary is \ A
increased.
55) Ability to produce the EEO-4 Report by fiscal year. July 1 - June 30, \A
56) Ability to provide longevity eligibility and amount of longevity. \A
57) Ability to track bargaining unit grievances and resolution. A (User Defined
Fields)
58) Ability to produce race and sex data in each department and each class. A
59) Ability to maintain unlimited personnel transactions or history profile for A
each employee (promotions, demotions, transfers, merit pay increases).
60) Ability to provide compensation statistics, variables, including inflation, A
61) Ability for the system to be expandable for 1000 employees capable of A
global record changes.
62) Ability to track the number of sick days donated to a specific employee or A
to the general sick leave sharing bank.
63) Ability to provide a report writer and letter writer to handle specific A
requests.
64) Ability to trac\<. applicants who claim veterans preferences for a position. \A
65) Ability for the system to provide standard reports with selected sort \A
options, I
66) Ability for applicant module to interface with employee records so that \A \
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double entry is not required. \ .-l
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67) Ability Tor the system to provide automatic organizational charts end F
graphical analysis for status and compensation.
68) Ability to provide controlled and integrated office automation network. Unclear
69) Ability to provide a complete breakdown of each employees benefits, the f:>,
county's cost for each benefit, and the employee charge for each.
70) Ability to provide customized letter writing. 1\ (Mail/Merge to
Word)
71) Ability to provide an integrated applicant tracking module, A
72) Ability to provide a list of separations and reason for separation for last A
five (5) years.
73) Ability to provide salary ranges including pay steps. A
(4) Ability to provide and maintain age I range file with inquiry, A '.
75) Ability to provide job referral file / inquiry. A
76) Ability to provide previous jobs or job class held by ind'lvidua\ employees. A
77) Ability to provide various spelling of a name. A
78) Ability to track salary paid versus budget for each position. A
79) Ability to flag or prevent overpayment of a position. A
80) Ability to track turnover. number of vacant positions. and salery surplus. A
81) Ability,to prepare salary administration report consisting of employee A
name, job title. current salary, prior salary. change in dollars, date. and "
percentage of change,
82) Ability to provide and maintain exempt and non-exempt classes. A -
83) Ability to provide and maintain ethnic 10's, A
84) Ability to provide and maintain Vietnam and Disabled Veterans status. A
85) Ability to list names, job classes. shift rates, departments, A
86) Ability to establish a lay-off and recall list. A
87) Ability to merge text and data. A (Merge to
Word)
v/ v/
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
10. CAN USE EITHER THE SKILLS OR CERTIFICATIONS ARA, USING FREE FORM TEXT AREA FOR PUBLiCATION DATE, TYP=.. ETC,
to. .
5.3
HUMAN RESOURCES SYSTEM FEATURES
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Ability to provide for an employee to be queried by current or previous
name and current or previous 10 number.
2) Ability to maintain multiple address for employees.
3) Ability to maintain multipie phone numbers for employees,
4) Ability to maintain education background including degrees, majors,
minors, and areas of concentration for employees.
5) Ability to maintain prior employment background including name of
employers, dates of employment, and positions held for employees,
6) Ability to maintain results from required tests and examinations for
employees.
7) Ability. to maintain skills inventory for employees.
8) Ability to maintain unlimited free-form text for applicants.
9) Ability to maintain an employee's certifications and licenses including
license number, expiration date, and any endorsements.
10) Ability to maintain an employee's publication history including publication
title, l'Jpe of publication, date of publication, and publisher.
II) Ability to track visa information.
12) Ability to track work permit information.
13) Ability to track an employee's emergency contact information.
14) Ability to track an employee's medical information.
15) Ability to identify the supervisor scheduled to review an employee's
performance.
16) Ability to track and maintain a user-defined rating for employee reviews.
17) Ability to track an employee's bargaining unit membership, ,-
18) Ability to track an employee'S bargaining unit seniority date.
19) Ability to track an unlimited number of bargaining units.
20) Ability to have an employee fill multiple positions, ~
21) Ability to provide for automatic notifications of upcoming events such as
expiring 19's, pending performance reviews, and employees scheduled to
return from leave,
22) Ability to support deferred salary calculations,
23) Ability to support multiple flexible salary structures,
24) Ability to enter labor distributions tagged to tal<e effect at a future date:
25) Ability to enter salary information tagged to take effect at a future date.
26) Ability to enter default earnings tagged to take effect at a future date.
27) Ability to produce employees grouped by class and determine average
salary for class.
28) Ability to perform automatic salary step increases without manual
intervention,
29) Ability to perform mass salary changes in either flat amount or
percentages for groupS of employees,
30) Ability to automatically c'alculate encumbrances for employment and
salary actions.
31) Ability to perform "what if' salary budget calculations.
32) Ability to automaticaily accrue leave.
33) Ability to provide an on-line inquiry of available leaves for each employee
34) Ability to define leave accrual maximums and annual rollover limits.
35) Ability to produce leave liability reports.
36) Ability to define an unlimited number of leave types,
37) Ability to define multiple leave accrual methods.
38) Ability to define multiple leave accrual rates. A
39) Ability to provide for user-defined leave eligibility categories. A
40) Ability to support grandfather leave eligibility categories, \ fl.
41) Ability to calculate prorated leaves, \A
42) Ability to provide for users to specify the actions if an employee reports \ A
time to take leaves that are not available,
43) Ability to optionally prohibit employees from taking leave before earned. \ ,r:...
44) Ability to track an employee's employment history including all leaves \ A
and breaks in service,
45) Ability to track an employee's assignment history. A
46) Ability to track an employee's performance review history including the A
identity of the reviewer and ratings. -.
47) Ability to track an employee'S salary history including effective dates and \A
reasons for changes. \
48) Ability to track attendance history for absences such as sick, jury duty, \A
and bereavement. \
49) Ability to properly account for employees with multiple assignments. A
50) Ability to administer 19 information. A
51) Ability'to produce Workforce and Utilization Analysis reports, \ A-IQ
52) Ability to a daily and monthly vacancy listing showing job title, A,- IQ
department, former employee, date vacated, etc. ...
53) Ability to produce the EEO-4 report by fiscal year from July 1 to June 30, A'
54) Ability to track tuition reimbursement. A=
55) Ability to produce race and sex data in each department for each class. A,
56) Ability to provide and maintain employment status codes, A
57) Ability to automatically calculate retroactive pay from a specific date A
based on act'Jal hours worked. ,
58) Ability to create compensation classification for each position. A
59) Ability to accrue leave on one schedule but have it available on another A
schedule,
60) Ability to track bargaining unit grievances and resolutions. C
61) Ability to produce longevity i~formation and eligibility for longevity A
payments.
62) Ability to provide for unlimited personnel actions for employee promotion, A
demotions, transfers, merit pay increases,
63) Ability to track disciplinary actions. A
64) Ability to list salary ranges for each classification. A
65) Ability to create bargaining unit seniority lists, A
66) Ability to produce OSHA 200 report. A~\Q
67) Ability to produce monthly retirement report as required by state agency. \A
68) Ability to track worker's compensation information. A
69) Ability to produce quarterly worker's compensation report and monthly A
retirement report as required by state agency.
70) Ability to produce quarterly unemployment report as required by state A
agency.
71) Ability to produce individual deduction listings for a specific payroll. A
72) Ability to produce monthly reports, as required, for a specific deduction \A
or combination of deductions,
73) Ability to produce unemployment compensation reports as required by A
state agency.
v v-/
NOTES: (PLEASE ASSOCIATe NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.3
v
v
Ability to define an unlimited number of benefits.
Ability to define an unlimited number of benefits plans for each benefit.
Ability to provide for multiple benefit employer and employee premium
calculation methods including flat amounts, percentages, and monthly,
yearly, and lifetime limits.
4) Ability to provide for multiple payroll deduction frequencies,
5) Ability to allow employees the option of using pre-tax or post-tax dollars
for benefits.
6) Ability to enter data with future effective dates.
7) Ability to define preclusion rules to prevent employees from selecting
competing benefits.
8) Ability to define required and optional information to establish a benefit
for the employee,
9) Ability to designate and calculate imputed income for taxable fringe
benefits,
'1 0) Abili~ to capture biographic and demographic data for dependents and
beneficiaries.
1'1) Ability to support multiple grandfathered benefit program structures,
12) Ability for users to define eligibility rules for benefits programs.
'13) Ability to associate dependents and ben~ficiaries with specific benefits
and coverages.
14) Ability to produce a premium and census reports.
'15) Ability to produce a benefits statement for each employee,
'16) Ability to support an unlimited number of flexible spending accounts.
'17) Ability to automatically perform over and under utilization calc'Jlations tor
flexible benefit programs.
'18) Ability to automatically notify to adm'lnistrator of COBRA qualifying _ \ A
events. - -
'19) Ability to automatically perform date calculations tor COBRA notifica:ion, \' A
enrollment. and length of coverage.
20) Ability to automatically produce COBRA correspondence. ~ \ A
2'1) Ability to administer COBRA billing and payment administration. \ A
22) Ability to automatically notify administration of upcoming events suc:. as A
dependents losing eligibility for benefits.
23) Ability to support an unlimited number of tax she\~ered annuities.
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NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIR::MENT NUMBER - ATTACH SEPARATE PAGES IF NECES'SARY)
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1) Ability to provide for an unlimited number of positions,
2) Ability to provide for an unlimited number of job families or position
classifications,
3) Ability to provide for the creation of positions for a single incumbent.
4) Ability to provide for the creation of pooled positions with multiple
incumbents.
5) Ability to allow jobs sharing where multiple part-time employees fill a
position
6) Ability to define a Fair Labor Standard Act (FLSA) classification for each
position,
7) Ability to define an Equal Employment Opportunity (EEO) category for
each position,
B) Ability to define full-time equivalency (FTE) for each position.
9) Ability to define appointment percentage for each position.
10) Ability to associate a specific salary structure with each position.
11) Ability to define reporting relationships for each position,
12) Ability for an employee to fill multiple positions.
'13) Ability to prohibit hiring for canceled positions,
14) Ability to prohibit hiring for frozen positions,
'15) Ability to prohibit hiring for terminated temporary positions.
16) Ability to have hiring actions validated against the available full-time
equivalency (FTE) of the position,
17) Ability to have hiring actions validated against the available budget for
the position,
18) Ability to have employment actions cause an immediate recalculation of
budget commitments and encumbrances.
19) Ability to have salary actions cause an immediate recalculation of budget
commitments and encumbrances,
_ 20) Ability to provide an on-line comparison of budget to actual for each
position
21) Ability to provide an on-line roster of current and previous incumbents for
each position.
22) Ability to provide an on-line comparison of available and filled full-time
equivalents (FTE) for each position.
23) Ability to provide an on-line roster of positions by department.
24) Ability to provide an on-line roster of positions by job family.
25) Ability to create organizational charts,
26) Ability to provide allocated budgeted positions.
27) Ability to provide automatic requisition numbering system.
. ~ - .
. .
V"
5.3 HUMAN RESOURCES SYSTEM FEATURES
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28) Ability to maintain an inventory of authorized positions by organization,
department, and job class to facilitate monitoring of new hires.
A
NOTES: (Pl!:ASE ASSOClATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.3
HUMAN RESOURCES SYSTEM FEATURES
./
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1 ) Ability to provide for budgeting by dollar.
2) Ability to provide for an unlimited number of labor distribution account
numbers for each position,
3) Ability to define a salary budget for each position,
4) Ability to define a fringe benefit budget for each position.
5) Ability to provide for multiple methods to calculate salary and fringe
benefit budgets for vacant positions,
6) Ability to automatically calculate amounts for budget transfers.
7) Ability to automatically post transactions to Finance System.
8) Ability to provide for multiple methods to calculate salary and fringe
benefit budget.
9) Ability to view on-line budget to actual comparisons for each position,
10) Ability to automatically perform encumbrance maintenance for
employment and salary actions.
11) Ability to provide for an unlimited number of "what if' budget iterations
using the full capabilities of the budgeting module.
12) Ability to calculate multiple year budgets.
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NOTES: (PLEASe ASSOCIATE NOTeS WITH REQUIREMENT NUMBER- ATTACH SEPARATE PAGES IF ~lECESSARY)
5.3
HUMAN RESOURCES SYSTEM FEATURES (CONTINUEQ.l
v
v'
1) Ability to report an unlimited number of earnings for each employee.
2) Ability to report time on a daily basis,
3) Ability to report time on a weekly basis,
4) Ability to define an unlimited number of shifts.
5) Ability to define an unlimited number of shift differentials.
6) Ability to provide for user~defined time sheets,
7) Ability to define default entries for earnings, hours, and labor distributions
8) Ability to default standard holiday data.
9) Ability to make data sensitive changes to default entries for earnings,
hours, and labor distributions.
10) Ability to override default entries.
11) Ability to enter time worked on-line,
12) Ability to report time on a positive basis for hourly employees,
13) Ability to report time on an exception basis for hourly and salaried
employees.
14) AbilitY. to provide the capability for on-line attendance pattern inq uiry,
15) Ability to provide the capability for users to define which types of
attendance to monitor.
16) Ability to provide the capability for users to'define whose attendance to
monitor.
17) Ability to capture reasons for absence.
18) Ability to integrate to electronic time recording packages.
. . . .
\A
\A
'A
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item 15
A
A
NOTES: (PLEAS!': ASSOCIATE NOTES WITH REQUIREMENT NUM8ER - A HACH S!':PARA TE PAG~S IF NECESSARY)
5.3
v
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'v/
;1:fii1Tl 1:T::i'lI,r I " ':W:'l'i 11,' ..",,,'lI' 11:.""1', ~11:1 Ii-,I. -,:i.-\, 0\'\1.: :;111'\1.
I) Ability to define multiple pay frequencies including weekly, bi-weekly, \A
semimonthly. and monthly.
2) Ability to provide the capability for user-defined pay frequencies \ .1\
3) Ability to define multiple employers, \ A - by Location
Codes
4) Ability to define multiple direct deposit accounts for each employee. \A
5) Ability to define multiple earnings. A
6) Ability to define multiple shift differentials, A
7) Ability to define multiple payment methods, \A
8) Ability to support employees in multiple job assignments. A
9) Ability to support employees in multiple labor distributions. \A
10) Ability to automatically adjust calculations for mid-pay period salary and A
employment actions,
II) Ability to produce and hourly payroll. A
12) Ability to produce a salaried payroll, \A
13) Ability.to produce a stipend payroll. A
14) Ability to run the payroll in an audit mode without effecting historical A
information. -
15) Ability to automatically recover salary advances. : A
16) Ability to produce all standard payroll reports in the audit mode. A
i 17) Ability to support deferred salary calculations. A
\ 18) Ability to automatically post expenditures, liabilities, cost accou nting A
\ information, and encumbrance liquidations to the Finance System,
\ 19) I'bility to provide standard payroll reports such as payroll, benefit, and A
deduction registers, and labor distribution reports.
20) Ability to print pay checks and advises of direct deposit. A
21) Ability to create magnetic media in NACH format for direct de;::osits. A
22) Ability to transmit direct deposit information in NACH format \A
electronically via modem.
23) Ability to provide the capability for an unlimited number of deductions. A
24) Ability to provide the capability for individual overrides of specific \A
deductions.
25) Ability to withhold garnishments. IA
26) Ability to withhold tax levies. A
27) Ability to withhold court ordered collections, \A
28) Ability to withhold deductions for Savings Bonds purchases. A
29) Ability to calculate deductions by age or age range. A
30) Ability to calculate deductions by flat amounts. A
31) Ability to calculate deductions by percentages, A
32) Ability to calculate deductions with monthly limits. A
33) Ability to calculate deductions with annual limits. A
34) Ability to calculate deductions with lifetime limits. A
35) Ability to calculate deductions. with protected earnings. A
36) Ability to administer deductions arrearage separately for each deduction. A
37) Ability to provide user-controlled tax calculation tables. \A
38) Ability to factor cross jurisdiction reciprocity into tax calculations. A
39) Ability to maintain a separate filing status for each tax. \A
40) Ability to provide tax calculation tables for United States jurisdictions. A
'../"
/...,/
41) Ability to specify which deductions are to be included I excluded from tax :==1
calculations.
42) Ability to specify which earnings are to be included I excluded from tax
calculations.
43) Ability to provide for proper tax calculations for one,-time payments, A
44) Ability to perform "what if' tax calculations on-line. A
45) Ability to accept a tape from a bank and perform bank account A
reconciliation,
46) Ability to automatically calculate overtime in accordance with the Fair A
Labor Standards Act.
47) Ability to create 1 099-R's notices for retirees, A I
48) Ability to calculate pay differentials based upon length of service, A
49) Ability to calculate deductions based upon an employee's hourly rate, ,A..
50) Ability to calculate deductions based upon an employee's hours worked, A
51) Ability to track compensatory time off, A
52) Ability to track discretionary time off. A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IFNEGESSARY)
."
5.3
HUMAN RESOURCES SYSTEM FEATURES
v'-/
~;:l;:.' "'
1) Ability to calculate one-time payments and deductions.
2) Ability to create manual checks on-line.
3) Ability to void checks on-line.
4) Ability to reissue checks on-line.
5) Ability to redistribute expended labor dollars on-line,
6) Ability to perform check adjustments on-line.
7) Ability to perform "what if check calculations on-line.
8) Ability to have all payroll adjustments update the totals maintained in
payroll history.
9) Ability to maintain multiple years of pay history on-line.
10) Ability to maintain monthly totals for employees, their assignments,
benefits, deductions, and earnings.
11) Ability to produce monthly reports reflecting employee assignments,
benefits, deductions, and earnings.
12) Ability to produce union reports showing members, additions, deletions,
and total dues commitment.
13) Ability to produce audit reports to review payroll.
14) Ability to print user messages on direct deposit stubs.
15) Ability to maintain quarterly totals for employees, their assignments,
benefits, deductions, and earnings,
16) Ability to maintain fiscal year totals for employees, their assignments,
benefits, deductions, and earnings
17) Ability to maintain calendar year totals for employees, their assignments,
benefits, deductions, and earnings
18) Ability to maintain an on-line pay stub for each pay event.
19) Ability to produce the W-2 report and magnetic media.
20) Ability to produce the Federal 941 report.
21) Ability to produce T -4 and T -4A report and magnetic media.
22) Ability to automatically adjust appropriate files as adjustments are made
to correct payroll information.
.
A
A
A
A
A
A "-
A
A
A
A
A
A
I A-iQ
\A J
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAG:ES IF Ni:C:ESSARY)
5.4 CUSTOMER INFORMATION SYSTEM FEATURES
~ ~
1) Ability to post to multiple general ledger funds for water, sewer,
miscellaneous charges, water deposits, sewer deposits, etc. based on
user-defined codes
.2) Ability to produce bills for water and sewer services, and miscellaneous
charges on a monthly basis.
3) Ability for on-line entry, inquiry and maintenance for different levels of
authorized users with a full audit trail of all changes and transactions.
4) Ability to add user defined fields to account maintenance screens along
reporting capabilities for these fields.
5) Ability to input multiple names with full look-up capabilities.
6) Ability to estimate usage based on summer or winter average.
7) Ability for batch processing option for items such as payment and billing,
8) Ability for "pop up windows" so that data can viewed from multiple
modules at one time.
9) Ability to provide proper edits for all critical elements,
10) Ability. to provide table driven codes and types of accounts,
11) Ability to allow user defined calculations for all meter reading.
12) Ability to allow user defined default values.
13) Ability, to allow printing of all data such' as bills, reports, work orders, and
screen prints as required to individual user defined printer destinations.
14) Ability to avoid redundant input of data (correcting a service,address in
account maintenance should correct the address throughout the system.
15) Ability for input of standard zip codes, zip plus four, carrier route coding,
and fo~eign countries and foreign zip codes which may include alpha-
numer'lc characters,
16) Ability to input up to $999,999,999,99 in all money fields.
17) Ability to provide complete automatic address editing to be sure that all
addresses are edited the same way. '
18) Ability'to provide automatic password expiration as user definable
intervals.
19) Ability to round all calculations to two decimal digits.
20) Ability to provide on-line help features for all screens at the field level.
21) Ability to automatically generate free form/user defined letters and
notices/mailers/postcards based on user defined retrieved data.
22) Ability to automatically generate user defined data for downloading to a
desktop environment for 'u'se in spreadsheet applications.
. .
A
A
A
A (IQ)
A
A
A
\A
A
A
A
A
A
A
\A
\
\ A - in report
Totals
A
A-inUnix
A
A
A
A
NOTES: (PLEASE ASSOCIA TE NOTES WITH REQUIREMENT NUMBER - A TTACK SEPARATE PAGES IF NECESSARY)
1) Ability to provide a methodology for high and low calculation estimates
based on the routes and sequence numbers requested base.d on user
input of calculation desired,
2) Ability to provide a file for downloading to a PC based on user specified A
routes and sequence numbers in the format specified,
3) Ability to download to a desktop environment for meter reading A
compound meter accounts,
4) Ability to accept the file format that is currently uploaded to the database A
from the desktop environment and update the appropriate information
into the meter reading file for billing purposes.
5) Ability to provide a method to accept meter readings and determine if a A
property is utilizing water service illegally. If water has been consumed
and the account is not active and there is no pending account, the water
should be considered as being utilized illegally,
6) Ability to provide a work order for accounts that show illegal consumption A
7) Ability, to store illegal consumption information for history purposes. A
8) Ability to change or delete illegal consumption information from the A
history file.
9) Ability to charge previously used illegal consumption on a new account A
being set up.
10) Ability to accept and automatically calculate and bill compound meters, -TA
11) Ability to provide an exception report for all accounts that are out of the A
scope of normal water usage, including high reading, low reading,
possible meter rellovers, and zero consumption on active accounts.
12) Ability to provide a mechanism for automatically flagging accounts
shown on the exception report until they are checked and verified.
13) Ability to correct meter readings that have been uploaded for billing.
14) Ability to estimate consumption based on average of user selected prior
billing periods. .
15) Abil'lty to allow the user to manually enter estimated meter readings.
16) Ability to produce meter-reading worksheets based on user specified
routes and sequence numbers.
17) Ability to flag and account to receive no bill.
18) Ability to automatically add together for billing purpose consumption on
the old meter and new meter if a meter has been replaced during the
billing cycle.
,./ -/
5.4 CUSTOMER INFORMATION SYSTEM FEATURES
"-
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
'\,/
1) Ability to establish a new account, new connection for locations that have
not previously has service, and produce a work order for initiating the
service,
2) Ability to establish a new customer in an existing service and produce a
work order for initiating the service, and final billing the previous
customer,
3) Ability to establish re-opening an inactive service and transfer it to a new
occupant, and produce a work order for initiating the service
4) Ability to bill the same customer for water, sewer, fire, and miscellaneous
services as defined by the user.
5) Ability to maintain owner information independent from tenant data,
6) Ability to post and maintain security deposits.
7) Ability to determine status of the account during any inquiry or
maintenance function, This status should minimally include Account is
active _ normal, Account is active - meter has just been read for billing,
Account has an open work order posted to it, Account has a closed work
order'posted to it - but a final bill has not been run yet, Account has had
a final bill run - but they still owe money, or we owe them money,
Account is inactive with a $0.00 balance,
8) Ability to computer assign an account number of up to 10 digits with the
first eight digits staying with the service address permanently and the
last tvvo digit being the number of the customer in the property.
9) Ability to input up to 30 characters for the customers name,
10) Ability to input name extensions (Jr., Sr., III., etc)
11) Ability to input up to 30 characters for the service address.
12) Ability to key in special s,ervices address (Corner of Main and Moss Rd,).
13) Ability to input up to 25 characters for the service city,
14) Ability to input up to 15 characters for the service state.
15) Ability to input a standard zip code, zip code plus four or six for the
service zip code.
16) Ability to input up to 22 characters for the parcel 10 number,
17) Ability to input up to 99 billing cycles.
18) Ability to input up to 9999 route numbers.
19) Ability to input up to 99999 sequence numbers for each route.
20) Ability to see the customers last account number (if they moved - or if
account numbers are changed during the conversion).
21) Ability to see the customers new account number (if they have moved to
a new service address),
22) Ability to inquire, maintain and access all data from an account by name
or any part of name, address or any part of address, water meter serial
number, old account number, account number, social security number,
drivers license number, green card number. or parcel 10 number,
23) Ability to automatically input a service start date on customers' account
based on the date input while closing the work order initiating service.
24) Ability to automatically input a final bill date on customers' account based
on the date input while closing the work order discontinuing service,
25) Ability to input social security number, green card number, driver's
license number, or business tax 10 number.
26) Ability to input up to tvvo line of 30 characters each for a billing address
..//
A
A
A
A
A
A - All this infor-
Mation is avail-
able in detail
from the inquiry
& maintenance
screens
v
A - separate
Customer #
Field
IA
A
iA
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i A - abbreviatio,-,
I & description
I A - abbreviation
& description
\ A - zip and zip+4
I A - 20 characters
~IA
\A
A
\A
A
A - green card #
\ would need to
be entered in
another field
A
A
\A
IA
which is different from a service address.
27) Ability to input up to 25 characters for the billing state or fO,reign country. A - state abbrev-
Iation, or 2nd
Address line
28) Ability to input standard zip codes, zip plus four or six, and foreign zip A - zip code field
codes for mailing purposes, Foreign zip codes may include alpha is 10 alphanum-
characters, eric characters
29) Ability to update multiple accounts mailing address at the same time. A - only need to
Change in 1
Place
30) Ability to input any special notations regarding the customers account. A
Up to 10 line, 70 characters per line, with oldest entry disappearing when .
the 111h line is input. '
31) Ability to input a customer telephone number. A
32) Ability to input a customer's work/business telephone number. \A
33) Ability to input contact name for telephone number if different than A - comment field
account name,
34) Ability to input a customer charge code that determines customer A
servic.es for billing and number of units if applicable.
35) Ability to input customer type of account (residential, commercial, etc.) A
36) Ability to input codes for miscellaneous services, what the charge should A -:.
be (if different from code file) and the number of units to bill.
37) Ability to input comments up to 75 characters regarding o;ervice location. A - 40 characters
plus free form
comments
38) Ability to input up to 40 characters for subdivision name service address. A
39) Ability to input up to 20 alpha/numeric characters for block and up to 20 \ A - parcel 10
alpha/numeric'characters for lot of service address, \ code is 20
characters; use
comments field
for additional
40) Ability to input up to 12 alpha/numeric characters for water meter serial \A
number,
41) Ability to input date water meter was installed. IA
42) Ability to process, select, sort and/or count a list for report purposes \ A-IQ
based on any of the above fields.
43) Ability to have on-line inquiry utilizing the same look-up features above. A
44) Ability to produce a contracVreceipt for fees paid for customer signature A
in an on-line environment for walk-in customers.
45) Ability to produce a user defined free form letter in an on-line J, A (10)
environment for walk-in customers.
46) AbilitY to produce in tandem in an on-line environment for walk-in -' '7; ,
f='
customers a work order tei perform serViCe, a contact/receipt and a free
form letter if necessary. ,;
47) Ability to add security deposits for a specified amount and service at the A
discretion of the Customer Service Representative.,
48) Ability to transfer adeposit and or account balance from one account to A - would not
another, whether the accounts are active or inactive.. This should also Involve G/L
transfer balances within the General Ledger if applicable.
49) Ability to keep deposits separate for each service and provide reports A
with totals by service.
50) Ability to keep deposits as a separate entity not intermixed with other A
payments.
51) Ability to apply interest to the customer account for the deposit beii"lg A
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held on a yearly basis - with the interest being prorated in accordance
with the date the deposit was places.
--
52) Ability to provide an on-line query of deposit history information for each A
account and in total to minimally includes deposit paid date(s), deposit
amount, and any interest that may have been applied, along with the
date(s) and amount(s).
53) Ability to refund monthly to the customers account security deposits C
along with applicable interest due for any deposit older than 24 months,
for which the customer has not been delinquent for the last 12 months of
the account history, along with transferring the funds in the General
Ledger automatically,
54) Ability to provide a report based on user defined data for consistently A-\Q
delinquent accounts that should have additional deposits paid,
55) Ability to generate a deposit bill based in the report listed above. A
,/ j
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - A TTACH SEPARATE PAGES IF NECESSARY)
5.4
CUSTOMER INFORMA TION SYSTEM FEA TURES (CONTINUED)
/
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... ::).: .. . . .
Ability to bill multiple cycles on the same day,
Ability to bill accounts that have only miscellaneous charges on a
monthly basis.
3) Ability to prorate bills for 25 days or less of service
4) Ability to bill sewer based on water consumption.
5) AbIlity to cap sewer charges based on user defined codes.
6) Ability to report separate totals for water consumption and sewer
consumption billed
7) Ability to post to the applicable general ledger fund based on customer
charge code(s).
8) Ability to produce rate analysis reports based on the customer charge
code. broken down by type of account (residential or commercial, multi-
family, irrigation, etc.) size of water meter, and amount of water
consumption (# of residential accounts with 5/8" meter and 0
consumption. # of residential accounts with 5/8" meter and 1 to 2500
gallons consumption, etc,)
9) Ability to provide a flexible method of billing base charges for service
based on the size of the meter and the applicable general ledger fund,
10) Ability to calculate variable charges on consumption, based on tiered
rate table.
11) Ability to calc~late all rates based on code, number of units, system, \ A - will require
water meter Size, and water consumption, AnalYSIS to
rl Validate
12) Ability to calculate fixed charges based on appropriate codes and system A
A
B
A
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IA
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13) Ability to set up flat rate accounts,
14) Ability to provide inquires and reports on details regarding billing history ,
information including the number of days in the billing cycie if a bill is
prorated.
15) Ability to limit access to updating the rate table code files.
16) Ability to link accounts for the purpose of generating a single bill to a
master account.
17) Ability to establish priority of payments received (water first, water
miscellaneous second, etc),
18) Ability to prorate rate increases,
A - multiple rates
in same cycle
is permitted
A
19) Ability to provide a billing exception list, for any accounts that may have
been skipped at the time of billing due to improper coding.
20) Ability to provide a billing register detailing the consumption and amount
billed for each type of service.
21) P.bility to provide a total number of bills by zip code report.
22) Ability to run final bills at the discretion of the user, and not as part of the
regular billing cycle.
23) Ability to key in and choose which message will appear on bills
dependent on the type of service provided.
24) Ability to have separate billing messages for public service information,
Allow on-line data entry of the message.
25) Ability to enter user defined bill format.
26) Ability to reprint a bill as it was originally printed on-line.
27) Ability to re-calculate a bill showing all adjustments and payments up
through the time the new bill is printed.
A
A
A
c
A
A - Jet Form
A
P.
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28) Ability to print the bills by mail code or zip code or both. A - zip or acct#
29) Ability to provide for billing compound meters, Special routines must be A
established for meter reading and calculation so the customer receives
only one bill,
30) Ability for billing statements layout to be flexible and user definable, A - Jet Form
31) Ability to allow for direct debit from customers banking accounts to A
satisfy payment requirments.
32) Ability to show all adjustments, payments, credits or charges on the A
currents bill.
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER- ATTACH SEPARATE PAGES IF NECESSARY)
..... .
5.4 CUSTOMER INFORMATION SYSTEM FEATURES
1) Ability to provide totals of money collected by type of transaction
(accounts receivable, water deposit, security deposit, etc,)
2) Ability to accept one check for multiple accounts,
3) Ability to generate a recap of the detailed bills to a master account and
post one payment for all.
4) Ability to look up customer by name, account number, old account
number, or address.
5) Ability to allow a customer to "protest" a bill or a certain part of a bill. Do
not apply a payment or institute late proceedings for this part of the bill
within a table driven time frame.
6) Ability to access the reprint bill screen from the payment entry screen.
7) Ability to provide an on-line customer screen detailing current by due by
type.of service, previous bills due by type of service, account' status,
servic~ address, name, and special service codes on the account.
8) Ability to provide a query screen showing all security deposit information,
and allow input of deposits if necessary.
9) Ability to print out the customers billing, payment and consumption
history for a user specified number of months.
10) Ability to provide a report of all payments posted sorted by type and
account number, '
11) Ability to provide cash reconciliation report for cash drawer.
12) Ability to indicate customer billing status on the screen. Allow payments
and/or security deposits to be posted to inactive accounts only using a;l
"override" .
13) Ability to allow a single payment for multiple transactions and multiple
payment types for a single transaction.
14) Ability to print or not print receipt for each transaction,
15) Ability to reprint receipts for each transaction.
16) Ability to print on a receipt the transaction date and time, cash register
10, account number, customer name, service address, amount due,
amount paid, type of payment, and account balance after payment.
17) Ability for transaction numbers and receipt numbers to increment
automatically and allow supervisor reset on demand.
18) Ability to review on screen display or printout cash drawer balances at
any time.
19) Ability to record how a payment is made (cash, check, etc.)
20) Ability for all numeric entries to be right justified. Decimal points should
not have to be entered.
21) Ability to correctly age an account which has been adjusted as a result of
posting a check which is returned.
22) Ability to provide a report detailing batches available for bank deposit
broken down by user and subtotals for cash and checks.
A
A
A - customer #,
not Old Acct#
A - special condi-
tion codes allow
flagging any bill
to be exempt
from delinq
A
A
A
A
A
\A
A - payments
may be applied to
any unpaid bill
unless flagged
\A
A
\A
A
A
A
A
--'-D "-
__--- <W ;:.' L'\:)
A
.il..
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.4 CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
Ability to produce comments on a customers bill if it is past due
requesting payment for the past due amount within a user specified
number of days.
2) Ability to produce a report of all accounts which are past due arid will
receive a final notice mailer for non-payment of bills.
3) Ability to flag accounts that should bot receive final notice mailers even
though they may be past due.
4) Ability to produce final notice mailers for past due customers based on
user specified data.
5) Ability to produce final notice mailers for a third party attach~d to the
account.
6) Ability to produce a report of accounts that are scheduled to be locked
off due to non-payment.
7) Ability to flag accounts that should not be locked off or have a work order
produced even though they may be past due.
8) Ability to automatically provide work orders for the cut-off list detailing at
a minimum the customer name, service address, meter serial number
and size, meter location, previous reading, and total amount due on
account at the time the work order is run.
9) Ability to access on customers account information regarding date(s)
final notice mailer(s) sent and date(s) account was issued a cut-off work
order.
10) Ability to provide a report of all accounts that are being protested.
Include as a minimum the bill date, tIle amount in question and the
charge in question. :
v
. .
A
A
A
A
A
A
A
--
A
A - special cond-
ition flag and
comment
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
,/
v
Ability to manually adjust readings and/or amount of gallons, along with
manually inputting adjustment amounts required.
2) Ability to provide extensive edits so that only specific fields can be
adjusted depending on the adjustment codes,
3) Ability to provide and adjustment for manual check requests issued for
overpayments.
4) Ability to provide an adjustment or transfer for a payment that has been
applied to an account in error.
5) Ability to allow for an adjustment when there is an improper reading.
6) Ability to provide for a returned check which will automatically reverse
the charges originally paid by the check, correct the appropriate cash
accounts in the general ledger, and allow a user specified amount to b€;
charg~d as a bad check fee. Bad check fee to be posted to user
specified system in the general ledger.
7) Ability to reverse a security deposit(s) for a returned check that will
automatically correct the appropriate cash accounts and security
deposits accounts in the general ledger.
8) Ability to provide an adjustment to apply an individual deposit to an
account along with applicable interest.
9) . Ability to provide history records for all adjustment transactions, detailing
date and time adjustment made, amount be service by system of:
adjustment, customer name, service address, and 10 of user making
adjustment.
10) Ability to provide an adjustment report to show all accounts that have
been adjusted for a user specified period of time.
11) Ability to provide an on-line screen to enter accounts that have been
determined to have an under-read/over-read meter. An adjustment for
the gallons used should be calculated from the new readings and the
appropriate monies applied to the account in the form of credit or debit.
12) Ability to provide a screen that shows all automatic adjustments prior to
them being made.
13) Ability to provide a level of access security limiting who may use the
adjustment and automatic adjustment options.
14) Ability to provide necessary audit trails on all adjustments.
A - readings and
consumption may
be adjusted but
are not depend-
ent on adjustment
code
A
A
A
A
~
A - if security
deposit were
billed
\A
A
\A
IA
\
A
A
A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAG:S IF NECESSARY)
5.4
CUSTOMER INFORMATION SYSTEM FEATURES
J
J
Ability to provide a table driven service charge amount for each type of
service by system.
2) Ability to provide history information for all service charge transactions,
3) Ability to put charges issued on a report detailing date and time
adjustment made, amount by service by system or charge, customer
beginning and ending balance, customer name, service address, and 10
of user making charge,
4) Ability to provide service charges that are automatically posted by work
order as indicated in the work order section upon closing. Provide a
report on demand of all charges applied detailing date and time charge
made, amount by service by system of charge, customer beginning and
ending balance, customer name, service address, and 10 of user making
charge.
A
A-IQ
0-$7,000
NOTES: (PLEASE ASSOCIATE NOTES WITH REOUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
J ./
. ,., ,.., ,... R . . (H" 'J'" ,.'" "...-, ...,...,..... .......rR.-.' .... ,,,>,
!~;',,~,I'.';:.,:.':. ~,:,' ;"J.,'.) ':' ',. :';:~:',:,: EQUIREMENT: ISTORY '!:,;":~,,' :",I/"j.::'It,.:-;;",:".!:::;,,:;',;;' :';;'::.r; ESPONSECODEi=':'
. , . _ 'f '" . . . .~ .... . , ... . . , . ".. . ..,. . .- ,.' ~ . .... .' . ".,. .,.. . . " .. '" ... ..' . 1
.. . ." .
1) Ability to view at least two years data through on-line screens to include A
customer name, service address. bill status, charge code, and bill dates
along with the meter readings. consumption, all charges and credits
applied to the account.
2) Ability to print a report of customer billing and payment history based on A
user input start and end dates,
3) Ability to provide alternate method to store records permanently that A
were deleted due to storage requirements after two years in a end user
readable format.
4) Ability to provide a method to update an account to show it is in A
bankruptcy status.
5) Ability to store all data associated with a bankruptcy indefinitely until the A
time the bankruptcy is cleared up.
6) Ability to provide a master inquiry screen that shows all the transactions A
for an account in summary form in reverse date order. Provide "pop-up"
windows to acquire more detail about an individual transaction. The
window should be provided for at least all the information stored for a
particular billing payment. adjustment, final record. deposit, work order,
comment, bankruptcy and repair.
7) Ability to provide a consumption inquiry screen to show all readings and A
consumption an account has on file. The current reading should appear
first.
8) Ability to provide a meter history inquiry screen detailing information II A
regarding any meters that have been installed at the service address,
--
NOTES: (PLEASE: ASSOCIATE NOTES WITH REQUIREMENT NUMBE:R - ATTACH SEPARATE PAG2S IF NECESSARY)
5.4
CUSTOMER INFORMATION SYSTEM FEATURES
Ability to provide an audit trail of any transactions on accounts that affect
billing, deposits or any other financial type information to be printed at
user discretion for user input dates. The report should detail at a
minimum the date and time change made, customer name, service
address, bill status, amount of change by type by system and user 10,
2} Ability to provide an audit trail of all other transactions on accounts to be
printed at user discretion for user input dates (changing service address,
customer name, etc,). The report should detail a minimum the date and
time change made, customer name, service address, bill status, what
was changed detailing old information, and user 10.
3} Ability to produce and run a daily balancing report,
4} Ability to provide a report that totals financial information such as total
accounts on file, total accounts receivable balance, and total deposits on
hand. This report to be run at uses discretion to ensure no unauthorized
transactions have transpired.
5} Ability to provide an aging report that details customer balance by
servic'e by system in the following increments: 30 days, 60 days, 90
days, 120 days, and over 120 days.
6} Ability to provide a means for reporting the total amount of security
deposits on hand by type of service by system.
J
../
A
A
A-IO
A-IO
A
.,.
A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES If' NECESSARY)
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
1) Ability to produce work order for new service, new customer - existing
service, new customer - re-open service, re-open existing service -
same customer, close an account, non-pay cut-off, re-read meter,
replace meter, reset meter reading, other - to be user defined,
2) Ability to close work order after serVices are performed, automatically
activating the account and updating same for meter information, along
with activating the account for meter reading and billing purposes.
3) Ability to provide and alert indicator if there are any other accounts that
where established with the same social security number; customer
name, green card number, tax ID number, or driver's license number that
have money due. '
4) Ability to provide an alert indicator if there is already an open work order
on the account that has not been closed.
5) Ability to display information regarding the open work orders on the
correct screen so that the Customer Service Representative can discuss
with the person establishing the new account.
6) Ability to prevent a new account from being created unless an "override'"
is entered when there is already an open work order on the account.
7) Ability to provide an on-line update screen to complete or change an
existing work order.
8) Ability to provide a report of all outstanding work orders within a user
specified date range.
9) Ability to provide a report of all closed work orders within a user specified
range.
10) Ability to provide a report of work orders by user specified type within a
user specified date range.
11) Ability to print a duplicate copy of a work order.
12) Ability to have work orders include account number, request date, date
entered, meter size, meter serial number, previous meter reading, meter
location, service address, customer name, billing address, mail code,
serviceman remarks and signature section, and the ID of the user
initiating the work order.
13) Ability to have access to all work orders processed on an account
through customer inquiry, maintenance and service history screens.
14) Ability to delete a work order, However. if payments and/or charges have
been posted to the customers account, a warning should be shown on
the screen and the user should not be allowed to delete unless an
override is issued.
15) Ability to post a charge directly to a customer account upon closing of
the work order based on the system.
16) Ability to provide an alert indicator for the Customer Service ,
Representative advising that certain accounts cannot be disconnected
doe to life saving devices or court orders.
17) Ability to produce a work order for disconnection of service and
inactivating the account.
18) Ability at the time of closing an account to either apply the security
deposit to the account. or transfer it to another account. with the
appropriate transfer in the general ledger if applicable.
19) Ability to provide a data element to keep track of the reason the account
is turned off. A code system could be utilized. (NP for non-payment, BC
for bad check, etc),
vV'"
.. . . .
A
A-->--.----' ,"----0
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D - $4;OOG
A,..
D - $~O
A
A
A
A
A
A - ell except
mail code
A
D -S4000-
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A
A
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20) Ability to alert the user when opening a new work order if there are any \ D - $4;onn
other work orders already processed for the account.
21) Ability to automatically copy all information that resides permanently with C
the service address to a new customer when processing new customer -
existing service, re-open an existing account, or re-open an existing
account and transfer to a new customer name,
22) Ability to provide an alert indicator if a work order exists to close out a .A ---
service connection, and a new customer comes to open service, the user
should be flagged on the screen that there is an existing work order out
to close the account, and force them to override to process the new
customer. ' ' .
23) Ability to automatically back-bill an account the minimum monthly fee o - "'~,
when closing a work order that re-opens an account for the same
customer within a user specified period of time,
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
:ti iOO I')
f. I L
7) 't7! ::.If::;i)
fl 8000
5.4
CUSTOMER INFORMATION SYSTEM FEATURES
. I
1) Ability to recreate an account that was deleted from the system. This
should minimally include account number, meter seriai number, billing
route and sequence, service address, deposit amount, billing name and
address.
2) Ability to change information on an account whether the account is active
or inactive with an audit trail.
3) Ability to maintain rate tables. only a supervisor with proper security
access.
4) Ability to change the mailing address on multiple accounts at the same
time by entering the associated account numbers
5) Ability to provide a street alias file that can be maintained on-line. This
will provide validation for street names so they will be entered the same
way.
6) Ability to alter consumption history and meter readings whenever
deemed necessary by a supervisor only.
7) Ability.to completely delete an account and/or service address from the.
system by a supervisor only.
8) Ability to provide a method for the supervisor to add, change or delete
security passwords.
9) Ability to provide users with inquiry rights only,
10) Ability to provide for the supervisor to change or add codes or defaults in
the system.
11) Ability to change any fields shown in the new connection fields section
with an audit trail.
v
.,/.
A
A (Menu Security)
A - change is
done in 1 place
o - $5,000
A
A
A
A
A
A
NOTES: (PLEASE ASSOCIATE NOTES WITH REOUIREMENT NUME=.R - ATTACH SEPARATE PAGES IF NECESSARY)
/.
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
.../ V
1) Ability to provide a method for downloading customer service address
and billing address information to a desktop environment.
2) Ability to provide a method to upload and update the address and/or zip
code corrections and postal carrier route information to the customers
account.
3) Ability to provide an exception report showing the error codes of the
accounts that did not pass the C.A.S,S. certification test.
4) Ability to provide a method to remind the user that C.A,S,S. certification
is due at least 60 days prior to the expiration of the current certificate,
A (Third Party
Interface)
A (Third Party
Interface)
A (Third Party
\ nterface)
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
--
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
./
1) Ability to produce a file capable of interfacing with the general ledger
system automatically of all transactions.
2) Ability to product a report when general ledger transactions are created A
detailing general ledger account number and amount being posted per
transaction group with a total at the end.
3) Ability to re-produce a transaction report based on user defined data. A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER- ATTACH SEPARATE PAGES IF NECESSARY)
5.4 CUSTOMER INFORM.l>.T10N SYSTEM FEATURES (CONTINUED)
. :I
Ability to refund security deposit to customer accounts receivable
balance on an individual or batch basis, along with applicable interest.
2) Ability to post yearly to customer accounts with appropriately prorated
deposit interest based on user specified rates,
3) Ability to create checks for individual or batch accounts receivable credit
balance or security deposits whether the accounts are active or inactive,
based on user defined input.
4) Ability to keep history of amounts refunded to customer's accounts due
to deposit refunds and interest -separate from any other refund amount,
along with the reason for each refund.
5) Ability to provide a means to exclude accounts from receiving a refund
check.
6) Ability to provide a refund pre-check report to show all accounts to be
refunded automatically and the amounts of the refund.
7) Ability to provide a refund check register for all checks that were created.
8) Ability to provide an automatic adjustment to account history for each
refund issued.
\e
c
A
A
A
A
\A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
. l
5.4 CUSTOMER INFORMATION SYSTEM. FEATURES (CONTINUED)
1) Ability to provide an automatic/manual comment section for any
transaction on the account.
2) Ability to provide a "free format" comment structure for the customers A
account maintenance,
3) Ability to provide an alert switch or some other method on the main A
history screen and on the delinquency report to notify the Customer
Service Representative that there are comments on the account.
4) Ability to transfer customer comment data. A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
. I
"'-
5.4 CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
Ability to provide a method to archive data after a table driven number of
months.
2) Ability to provide an archive report on some kind of permanent media of
all the records deleted.
3) Ability to ensure that inactive accounts with balances and accounts that A
do not have a current active customer being billed are not deleted.
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - A TTACH SEPARATE PAGES IF NECESSARY)
-:.
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
J'./
::t
Ability to provide an on-line update screen to enter back-flow prevention
information as desired. The screen should minimally update the items
listed above.
2) Ability to generate user defined free form letters/postcards/mailers of
non-compliance and of testing due on a user defined basis.
3) Ability to produce a report based on back-flow information and user
defined data.
I A (10)
Ie
NOTES: (PLEASE ASSOCIATE NOTES WlTH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF N::CESSARY)
. .
. .
J. .
5.4
CUSTOMER INFORMATION SYSTEM FEATURES (CONTINUED)
//
Ability to produce a report of accounts to be turned over for collection
based on user specified data.
2) Ability to automatically write-off as a bad debt accounts to be turned over A
for collection, and produce a transaction report.
3) Ability to report current, monthly or year to date revenues by A
classification based on user defined input. .
4) Ability to list all new customers based on user specified date range along A
with service address, subdivision, lot. block and fees paid.
5) Ability to provide an accounts receivable/security deposit report detailing A
customer name, service address, bill status, and total accounts
receivable and security deposit by type, by cycle, by system.
6) Ability to provide a meter inventory report by route number, by sequence A (10)
number to include customer name, service address, bill status, charoe
code, meter type, meter size, meter serial number, and date mete ~
installed.
7) Ability, to provide a month end consumption report detailing the customer A (10)
name, service address, bill status, charge code, and previous two
months consumption.
8) Ability to provide a consumption report detailing customer name, service A (10)
address, bill status, charge code and user defined number of billing
periods.
9) Ability to provide and aged accounts receivable report detailed with A
customer name, service address, bill status, charge code, and amount
owed by type of service by how old accounts receivable is with totals by
cycle, by system, and for all based on user defined date.
10) Ability to provide a report of all inactive accounts with balances. A (10)
-:.
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SE.PARATE. ?AG::S IF NECESSARY)
5.4
CUSTOMER INFORM.tI TION SYSTEM FEATURES
....
\..../
1) Ability to provide detailed totals of all transactions.
2) Ability to total transactions daily, monthly, and yearly.
3) Ability to provide a mechanism to stop all on-line and batch processing if
a totals record for the day, month, or year does not exist.
4) Ability to provide an on-line query screen to show a\l payments and/or A
deposits collected for a certain period of time.
5) Ability to provide an on-line query screen showing the total adjustments A
for the day, month, or year by cycle by system by type of service.
6) Ability to provide an on-line screen to show deposit information for any A
day, month, or year.
7) Ability to provide daily totals report showing the total active accounts, A
total accounts receivable and total deposits on hand.
8) Ability to provide a method to compare the totals information with the A
detailed transaction to ensure that the system is always in balance.
9) Ability to provide an on-line screen to report performance statistics for A
any day, month, or year. It should minimally include the total number .of .
turns on/off, active water accounts and outstanding work orders.
NOTES: (PLEASE ASSOCIATE NOT::S WITH REQUIREMENT NUMBER - ATTACH SEPARA T:: PAGES IF NI,CESSARY)
. .
5.5
ENGLISH TYPE LANGUAGE QUERY SYSTEM FEATURES
v'
/
V
. . . .
A-IQ
A-IO
A-IQ
A-IO
A-IQ
1) Ability for the end user to access tools used to retrieve, format, display,
and transfer data into reports using and English language query system
or be menu driven.
2) Ability to have end user access tools function in a centralized or client /
server environment.
3) Ability to access end user tools that enable the user to easily retrieve
and format information stored in a networked distributed environment.
4) Ability for the end user to generate reports without knowing the structure
of the database.
5) Ability for the end user to have access to user friendly graphical display
tools.
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF NECESSARY)
4. LIMITS BE1WEEN TABLES ARE ALREADY PROVIDED BY MUNIS WlTHIN THE IQ DATA DICTIONARY, BUT USER MUST UNDERSTAND
THAT OATA IS STOREO IN VARIOUS DATABASE TABLE, AS DOCUMENTED IN THE USER MANUAL.
5.6 INVENTORY MANAGEMENT SYSTEM FEATURES
v....
1) Ability to provide unlimited stocking locations.
2) Ability to provide specific rack/shelf/bin designations within locations.
3) Ability to inventory stock status by location and in total.
4) Ability to provide posting of receiving, issue, and adjustment transactions
with real-time inventory posting.
5) Ability to provide a freeze option for physical count of items.
6) Ability to provide automatic calculation of order controls, including order
point, safety stock and usage.
7) Ability to provide item transfer capability with in-transit tracking and
reporting.
8) Ability to provide ABS analysis reports.
9) Ability to provide stock status reports by location.
10) Ability to provide excessive usage review reporting.
11) Ability to interface with General Ledger, Accounts Payable, Purchase
Order, and other files, as appropriate.
12) Ability to provide an on-line catalog of inventory items available.
13) Ability to provide for tracking items issued to personnel (clothing,
badges, radio equipment, etc.).
14) Ability to provide a receipt of items received by personnel.
15) Ability to provide proper security levels to ensure separation of functional
responsibilities.
16) Ability to back order items and then release items when received.
1 I) Ability to provide for electronic data interchange from/to other systems.
Il...
A
,A,
A
A
F
A
F
A
A-IO
A
A
A (user-def fields)
o - $2000
A
A
A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARA7E PAGES IE NECESSARY)
7. NO IN-TRANSIT TRACKING
17. Additional analysis is needed to determine the appropriate response to this item.
5.7
LlCENSINGAND PERMITTING SYSTEM FEATURES
-/
1\/
. ~ . ~ .. ..
1) Ability to maintain for both business and owner - name, address, mailing A
address, phone number, account status, start date, license number and
date, number of employees, business capacity, number of vehicles,
function, classification code, 4-line comment field, 75 characters be line.
2) Ability to view a minimum of 2 years worth of history of all billing, A
payment, adjustment, penalties, etc on-line.
3) Ability to search for customer by business name, owner name, business A
address, phone number, license number, license date, or any of the
other definable field listed in item 1. .
4) Ability to have system provide default license charges. A
5) Ability to have user override default license charges on a required basis. A
6) Ability to charge fees based on classifications and valuations. A
7) Ability to issue and print licenses and application cards on an individual A
or batch basis throughout the year or print all license at year end.
8) Ability to enter payments through central cash receipts register. A
9) Ability ~o charge variable percentage penalty fee on delinquent accounts A
4 months of the year (fee is base on license fee, not account balance).
10) Ability to post to General Ledger on-line or by batch at the end of the day A
NOTES: (PLEASE ASSOCIATE NOTES WITH REQUIREMENT NUMBER- ATTACH SEPARATE PAGES IF NECESSARY)
10. ALWAYS OONE IN BATCH MOOE, BUT CAN BE DONE AT ANY TIME (MULTIPLE TIMES) OURING THE DAY.
5.7 LICENSING AND PERMITTING SYSTEM FEATURES (CONTINUED)
PROVIDED FOR IN KIVA SOFTWARE
:
1) Ability to automatically assign the building permit number in sequential
order by year and month.
2) Ability to multi-colored graphics.
3) Ability to display only the data pertinent to a particular type of project on
a menu screen.
4} Ability to automatically assign and calculate all related fees and
inspections to a permit.
5) Ability to provide a split screen or window to view more than one
application or screen at a time.
5} Ability to transfer all standard contractor information to new requested
permit.
7) Ability to transfer street address and legal description from land-usage
system database. Database not specific import feature is key issue.
8) Ability to show all license and insurance expiration dates for contractors
and flag expiration dates. . .
9) Ability to print all contractor information, fee types and amounts, legal
descriptions and comments on the permit.
10) Ability to, when entering a new permit, transfer data automatically from
the land-usage system database when a parcel number or street
address is entered.
11) Ability to access and additional window to add a description of the work
being performed.
12} Ability to include a variety of information (some to print - some not to
print) on a permit screen. Please indicate how many standard and user .
defined fields you system can provide.
13) Ability to delete unrelated fees and inspections that were automatically
assigned to permit at the time of initial entry.
14) Ability to provide a routing check list by specific project type.
15) Ability to calculate fees and to print 7 -part permits, permit hard cards,
and labels when permit is paid for and issued.
16) Ability to connect cashier function (as relates to building permits) so th2t
when permit is paid, a receipt is generated and permit is printed
17) Ability to generate monthly, quarterly, and annual reports by a variety of
types.
18) Ability to generate McGraw Hill and Census Form C-404 reports.
19) Ability to produce complete project reports.
20) Ability to force completion of permit even though all inspections are not
complete.
21) Ability to schedule inspections and produce work orders, maintain
inspection results, and have an "inspection hold" capacity.
22) Ability to provide an automatic inspection request process, for example:
inspection call-ins via phone as well as internet based inspection based
requests post directly to permitting system application.
23) Ability to search a list of properties on a given street to find street
address.
24) Ability to generate a report indicating when permits have expired or are
due for inspection in a specified time period.
25) Ability to communicate between the eounty or State licensing via modem
through direct dial-up and/or internet.
26) Ability to provide an adequate search program to access information a
. .
5.7 LICENSING AND PERMITTING SYSTEM FEATURES (CONTINUED)
PROVIDED FOR IN KIVA SOFTWARE
1) Ability to have several type of licenses (six or more) in the same
application module.
2) Ability to provide contractor's name, address, type, license number,
company name, qualifiers name, State certification number, license
issue and expiration date, fee amount and free form comments.
3) Ability to prevent operator from further processing if a license has
expired or insurance has expired.
4) Ability to generate letters for renewals, meetings and/or violations.
5) Ability to provide mailing labels.
6) Ability to generate and print competency cards.
7) Ability to provide a search program to locate contractor by business
name, individual name, or qualifier name.
8) Ability to provide a printout of all contractors by type and separate into
categories.
9) Ability to provide a fee status (paid/unpaid).
10) Ability to provide specific and different renewal reports.
11) Ability to provide status of a contractor (active/inactive).
12) Ability to relate State registration numbers with competency cards
numbers.
13) Ability classify and control fees and show status of fees when running an
inquiry on contractor.
14) Ability for cashier to generate receipt.
15) Ability to interface with building permits and transfer needed information.
16) Ability to provide split screen or windows to view more than one
application at a time (contractor processing, building permits, etc).
17) Ability to maintain a history of name changes or license changes on al
types of contractors.
18) Ability to enter complaints on contractors and report on it. .
- . . .
NOTES: (PLEASE ASSOCIA T: NOTES WITH REQUIREMENT NUMBER - ATTACH SEPARATE PAGES IF N::CESSARY)
AN AGREEMENT BETWEEN
PROCESS, INC. dba MUNIS and CITY OF WINTER SPRINGS
FOR THE PURCHASE AND THE LICENSING OF
APPLICATION SOFTWARE PRODUCTS
. rJ
Agreement made this ~ day of ~ rnbQ (' , 2000 between PROCESS, INC. dba
MUNIS, a Maine Corporation, with offic sat 370 U.S. Route 1, Falmouth, Maine 04105, (Seller),
and the CITY OF WINTER SPRINGS, with its principal offices at 1126 East State Road 434,
Winter Springs, FL 32708 (Buyer).
I. SCOPE
Subject to the terms and conditions set forth herein, the Buyer agrees to buy and/or accept license
from the Seller and the Sell~r agrees to sell and/or grant license to the Buyer, the products and
related services described in Exhibit 1, attached. For purposes of this Agreement, the term "Seller"
shall mean Process, Inc. and its directors, officers, employees, subcontractors and agents.
Seller will provide billing and collection services related to KJV A software products that will be
provided to Buyer under a separate agreement between Buyer and KJV A.
II. LICENSES
Ownership of the software products listed in Exhibit 1 shall remain with the Seller, ~he Seller grants
License to the Buyer to use these products according to the terms of the Buyer's Licensing
Agreement (Exhibit 2).
III. PRICE
The total financial obligation of the Buyer to the Seller for the delivery of the software and
hardware products and services listed in Exhibit 1 shall be $441,097 (Four Hundred Forty-One
Thousand, Ninety-Seven Dollars). Thepric-e shall be payable by the Buyer to the Seller as provided
in Section IV hereof All applicable sales tax; use tax or excise tax shall be paid by the Buyer and
shall be paid over to the proper authorities by the Buyer or reimbursed by the Buyer to the Seller on
demand ili the event that Seller is responsible or demand is made on the Seller for the payment
thereof. If tax exempt, Buyer must provide the Seller with their tax exempt number or form.
Additional related services not specified Oil Exhibit 1, will be billed at the then current rate for the
service, as they are incurred. .
Any modifications or adjustments to .the financial obligation of the Buyer shall be effective only if
contained in a written Change Order'or simjlar written instrument.
IV. PAYMENT
Upon acceptance and signing of this Agreement, Buyer will remit to Seller an initial deposit of
$122,024.25 (One Hundred Twenty-Two Thousand, Twenty-Four and 251100 Dollars) which
represents 25% of the Purchase Price listed in Exhibit 1 and Exhibit 2, excluding MUNIS project
management services and software modifications cost plus 20% of the Purchase Price of MUNIS
project management services listed in Exhibit 1 plus 40% of the Purchase Price of the modifications
listed in Exhibit 1. In return for this deposit, the Seller will provide Buyer a tape of the Software
applications listed in Exhibit 1 to be held by Buyer until which time as the full system can be
installed.
Upon delivery and installation of the Software applications listed in Exhibit 1, Buyer will remit to
Seller a second payment of $176,980.25 (One Hundred Seventy-Six Thousand, Nine Hundred
Eighty and 25/1 00 Dollars) which represents 50% of the Purchase Price of MUNIS Software and
implementation, consulting, conversion, KIVA project management and KIVA administrative
services listed in Exhibit 1 plus 75% of the Purchase Price of installation services listed in Exhibit 1
and hardware and services listed in Exhibit 2.
Seller will certify to Buyer when each group of applications is installed. This certification will start
a ninety (90) day period, during which Buyer will be responsible for testing the products delivered
and reporting any failure of any application to perform in accordance with the Seller's
Specifications. For the purpose of this Agreement "Specifications" shall be defined as the written
functional descriptions found in the Seller's letter of May 24, 2000 to the Buyer, the Seller's
marketing material and the user manuals for the current revision of the Software. At the end of this
period, the Buyer will remit to Seller a payment equal to 25% of the value of the group of products
or applications. Notwithstanding the foregoing, if Buyer reports that an application has an error that
creates a substantial nonconformity to the Specifications of that application during this ninety (90)
day period, the final 25% payment of that application shall not be paid until such error is corrected.
For the purpose of this Agreement, "substantial nonconformity" shall be defmed as a nonconformity
to the Specifications that prevent the Buyer from transitioning onto the MUNIS application.
Services, other than MUNIS project management, delivered and not paid for by the first two
payments described above will be invoiced as delivered. The final 25% of KJV A project
management services will be deemed delivered when all KJV A applications are ready to go live.
Upon delivery of the modifications, Buyer will remit a payment of $51,000 (Fifty One Thousand
Dollars) which represents 60% of the Purchase Price of the Modifications.
When Buyer verifies that all MUNIS applications listed in Exhibit 1 meet Seller's Specifications,
Buyer will remit a payment of $16,000 (Sixteen Thousand Dollars) which represents 80% of the
MUNIS project management fees listed in Exhibit 1.
Payment in full for the first license and support agreement will be due January 1, 2001 and shall be
$15,855 which is a negotiated fee equivalent to 50% of the regular annual license and support fee.
This first license and support agreement shall cover the period January 1, 2001 through September
2
30, 2001. Subsequent license and support agreements shall be for the periods October 1 through
September 30 of each year.
Increases in annual license and support fees for the period October 1, 2001 through September 30,
2002 and the two (2) immediately following years shall not exceed eight percent (8%) of the
previous year's annual, full-price support fees provided that Buyer is using the 4GL version of the
software products listed in Exhibit 1 on the Informix platform. Buyer acknowledges that transition
to an upgraded version of such software products or onto an Oracle Database or other server
platform, may initially increase support fees beyond the eight percent (8%) increase. License and
support fees for annual periods subsequent to the increase associated with the upgrade or transition
shall not increase more than eight percent (8%) of the previous year's annual support fees for the
remaining portion of the original period that is subject to limitations on increases.
The Buyer shall have, at its option and expense, the right to submit to the Seller requests to have
specific routines or programs demonstrated. Such requests shall be submitted in writing seventy-two
(72) hours prior to the requested demonstration to allow for related files to be built and installed.
Seller will invoice Buyer in accordance with the terms of the Agreement. Until notified otherwise,
Seller shall mail invoices to the attention of Ronald McLemore, City Manager for approval in
accordance with the terms of this contract. Payment is due upon invoice. If payment is not made
and the amount in arrears is 60 days or older, Seller reserves the right to suspend the project until all
outstanding invoices are current.
In the event of any Disputed Invoice, Buyer shall provide written notice of such Disputed Invoice in
accordance with the notice requirements of this Agreement. Such written notice shall be provided
to Seller within 15 calendar days of Buyer's receipt of any Disputed Invoice. Seller shall provide a
written response to Buyer in accordance with the notice requirements of this Agreement. Seller's
response shall include either a justification of the invoice or an explanation of an adjustment to the
invoice. Seller's response shall also include an action plan that will outline the steps needed to be
taken by Seller and Buyer to resolve any issues presented in Buyer's notification to Seller. Buyer
may withhold payment of any Disputed Invoice until Seller provides the required written response,
and payment shall be remitted to Seller upon Buyer's receipt of Seller's response. For the purposes
of this Agreement, "Disputed Invoice" shall include without limitation any invoice which Buyer
disputes or any invoice for which Buyer does not remit payment because of a perceived
performance issue.
Buyer acknowledges that Seller makes no warranties regarding software, hardware and services
provided by third parties, including, but not limited, to KIVA. As such, Buyer acknowledges that
Buyer's obligation to accept and compensate Seller for the products and services identified in
Exhibit 1, or other products and services' provided directly by Seller, will not be affected by Buyer's
dissatisfaction or refusal to accept third party products and services. Buyer shall not withhold
payment for products and services identified in Exhibit 1, or other products and services provided
directly by Seller, for reasons of dissatisfaction or refusal of acceptance of third party products and
servIces.
3
V. MAINTENANCE
As MUNIS software products in Exhibit 1 are enhanced functionally and technically, Buyer will
receive enhancements through their then current support and license agreement for the period of
eighteen (18) months from the execution of this Agreement. Enhancements include support of
additional databases and operating systems and application functionalit~, but do not include e-
applications or applications provided through an ASP model provided that Seller does not replace
the MUNIS software products in Exhibit I with the e-applications or the ASP model or fail to
continue to support and maintain the MUNIS software products in Exhibit 1. Buyer acknowledges
that costs other than MUNIS license fees, including but not limited to third party products,
conversion, installation and training, may be associated with the implementation of such
enhancements.
VI. DUE DILIGENCE
Seller acknowledges that is has investigated prior to the execution of this Agreement and satisfied
itself as to the conditions affecting the services hereunder, the availability of materials and labor, the
cost thereof, the requirements to obtain necessary insurance, permits, and steps necessary to
complete the services within the time set forth herein. The Seller warrants unto the Buyer that it has
the competence and abilities to carefully, professionally and faithfully complete the services under
this Agreement in the manner and within the time limits proscribed herein provided that Buyer
cooperates fully with the implementation of the software products. Notwithstanding, Seller shall
have no obligation for providing software functionality desired by Buyer other than the functionality
described in Seller's Specifications.
VII. WARRANTIES OF SELLER
A) Seller warrants that it is Seller's intent that all software products delivered under this
Agreement be free from defect in materials or workmanship and further agrees to correct
promptly and without additional charge any defect that it is notified of before January 1,
2001.
On and after January], 200], this warranty will continue to remain in effect as long as the
Buyer maintains a current license and support agreement with the Seller and under such
agreement or extension thereof, Seller will correct any defect promptly and without
additional charge.
The Buyer acknowledges that this warranty is limited to software products installed and
used on the.Buyer's computer system listed in Exhibit 2. Buyer further acknowledges that
modifications made to the Software programs by the Buyer will void Seller's warranty of the
programs, unless specifically stated and approved in writing by the Seller.
B) The Seller warrants that it is, and at all relevant times will be, authorized by the
manufacturer of all software included with or used by the software products, listed in
Exhibit 1, to grant licenses or sublicenses to such software.
4
C) The Seller warrants that the Software and software products do not infringe any patents,
copyright, trade secret, or other property rights held by any other person or entity.
D) The Seller's obligation for breach of warranty shall include correction or replacement of the
. Software product which fails to conform to such warranty.
In no event shall the Seller be liable for special, incidental, or consequential damages
including any damages resulting from loss of use, or loss of data arising out of or in
connection with the use of the software or hardware products. In the event of loss of data
caused by the software products and not Buyer's improper actions, Seller shall assist Buyer
in recovering lost data.
In no event shall the Seller be liable for any breach of warranty unless notice thereof is given
to the Seller within three months after acceptance of the software products of the Buyer or
within the period covered by a current license and support agreement or extension thereof,
whichever period is longer.
E) The Seller shall defend, indemnifY and hold harmless the Buyer and its officers, agents, and
employees from any claim or proceedings brought against the Buyer, and from any cost
damages and expenses, including reasonable attorney's fees and costs, finally awarded
against the Buyer, which arise as a result of any claim that is based on an assertion that the
Buyer's use of the software products under this Agreement constitutes an infringement of
any United States or other patent, copyright, trade secret, trademark, or other property
interest rights, provided that the Buyer notifies the Seller promptly of any such claim or
proceeding and gives the Seller full and complete authority, information, and assistance to
defend such claim or proceeding and further provided that the Seller shall have sole control
of the defense of any claim or proceeding and all negotiations for its compromise or
settlement, provided that the Seller shall consult with the Buyer regarding such defense.
In the event that the software products are finally held to be infringing and its use by the
Buyer is enjoined, the Seller shall, at is election; (1) procure for the Buyer the right to
continue use of the software products; (2) modify or replace the software products so that it
. becomes non-infringing.
The Seller shall have no liability hereunder if the Buyer modified the software products in
any manner without the prior written consent of the Seller and such modification is
determined by a court of competent jurisdiction to be a contributing cause of the
infringement.
The foregoing states the Seller's entire liability, and the Buyer's exclusive remedy, with
respect to any claims of infringement of any copyright, patent, trade secret, trademark, or
other property interest rights by the software products, or any part thereof, or use thereof.
5
F) The Seller represents and warrants that the products(s) and/or services for this contract are
Year 2000 compliant. Year 2000 compliant means information technology that accurately
processes date/time data (including, but not limited to, calculating, comparing, and
sequencing) from, into and between the twentieth and twenty-first centuries, and the years
1999 and 2000 and leap year calculations. Furthermore, Year 2000 compliant information
technology, when used in combination with other information technology, shall accurately
process date/time data if other information technology properly exchanges date/time data
with it.
G) The warranties contained in this Section are in lieu of all other warranties, expressed or
implied. The Seller's expressed warranties shall not be enlarged, diminished or affected by,
and no obligations or liabilities shall arise out of, the Seller's rendering of technical or other
advice or service in connection with the products listed in Exhibit 1.
VIII. CONFIDENTIALITY
Both parties recognize that their respective employees and agents, in the course of performance of
this Agreement, may be exposed to confidential information and that disclosure of such information
could violate rights to private individuals and entities. To the extent allowable by Florida's Public
Records Law, Buyer agrees that it will not disclose any confidential information of the Seller and
further agrees to take appropriate action to prevent such disclosure by its employees or agents.
Seller agrees that all data and information on Buyer's existing computer system shall be kept
confidential by Seller and shall only be accessed by Seller for purposes of performing services
under this Agreement and the implementation of the software products being provided thereunder.
Seller further agrees that said data and information shall not be copied or transferred to any person
or entity for private, commercial, business or individual use, unless such use is expressly authorized
by Buyer in writing.
IX. RESOLUTION OF DISPUTES
Before any action may be brought in a court of competent jurisdiction, the parties will participate in
good faith in mediation with a Florida Bar certified mediator under rules generally accepted by the
Florida Bar.
X. CANCELLATION OR MODIFICATION
This Agreement may not be canceled or modified except by the written mutual consent of both
parties or as otherwise provided in this Agreement. Buyer acknowledges that the terms and
conditions of this Agreement were conditioned on Buyer's purchase of the license to all software
applications listed in Exhibit 1. As such, purchase of the license to an individual application listed
in Exhibit 1 shall only be cancelled by Buyer due to Seller's failure to correct a material
nonconformity to Seller's Specifications within a reasonable period of time. In the event of any
cancellation, Buyer will be responsible for payments made by Seller, or payments due from Seller,
6
to any third parties for the purchase of third party software or hardware as of the date of
cancellation.
Notwithstanding, Buyer shall retain the option to not renew any license and support agreement.
Buyer acknowledges that, if Buyer decides to not renew any license and support agreement, but
Buyer thereafter decides to utilize the software products, it must either repurchase the license
for the software products or remit payment for support fees that would have been due if the
products had remained in continual use.
MUNIS software products in addition to those listed in Exhibit 1 may be licensed ~y Buyer
upon payment of the then current license fees as mutually agreed upon by the parties. Under
no circumstances shall Buyer be required to purchase licenses for products not listed in Exhibit
1.
XI. REMEDIES
For any material breach of the terms and conditions of this Agreement by any party, the non-
breaching party shall have all remedies available by law, including but not limited to, actions in
equity and for specific performance unless another remedy is specifically and expressly provided for
in this Agreement or such remedies are limited by other provisions of this Agreement.
XII. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance .
shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby and each term and provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law.
XIII. NOTICES
All notices required or permitted to be given hereunder shall be in writing and shall be delivered in
hand or sent by first class mail, postage prepaid, to the parties at the following addresses or other
such address or addresses as to which a party shall have notified the other party in accordance with
this Section:
If to Seller:
If to Buyer:
John S. Marr, Jr.
Process, Inc. dba MUNIS
370 U.S. Route One
Falmouth, ME 04105
Ronald W. McLemore; City Manager
City Of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
7
XlV. TIME IS OF THE ESSENCE
Time is of the essence of this Agreement, and the parties agree to cooperate with each other in
performing their respective obligations under this Agreement.
xv. NO ASSIGNMENT
This Agreement shall not be assigned or transferred unless the Buyer approves of the assignment or
transfer in writing. Buyer will not unreasonably withhold approval of assignment or transfer.
XVI. THIRD PARTY RIGHTS
This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever
create any rights on behalf of any party not expressly a party to this Agreement.
XVII. FURTHER ASSURANCES
From and after execution of this Agreement, each party shall fully cooperate with the other party
and perform any further act(s) and execute any further documents which may be necessary or
desirable in order to carry out the purposes and intentions of this Agreement. Notwithstanding,
Seller shall not be responsible for providing further services, products or modifications not listed in
Exhibit I and Exhibit 2 of this Agreement without additional compensation.
Buyer agrees to take reasonable steps to notify Seller of any complaints regarding the performance
of the software products.
XVIII. NON-WAIVER
No delay or failure by either party to exercise any right under this Agreement, and no partial or
single exercise of that right, shall constitute a waiver of that or any other right, unless the waiver is
specifically relied upon by the non-waiving party to the non-waiving party's detriment.
XIX. PUBLIC RECORDS AND OPEN MEETING LAWS
Seller hereby acknowledges that Buyer, as a Florida municipal corporation, is subject to the Florida
Public Records Act and Sunshine Law. Seller further acknowledges that under the Public Records
Act and Sunshine Law, the Buyer must permit the public to inspect and/or copy all public records
which the Buyer makes or receives in the course of conducting Buyer's business and must hold.
meetings of the City Commission and various City boards and committees in the public, unless
particular information is exempt by Florida law from public records disclosure or a particular
meeting is not subject to the Sunshine Law. Seller acknowledges that ally record, document,
computerized information and program, audio or video tape, photograph or other writing of the
Seller related, directly or indirectly, to this Agreement may be deemed to be a Public Record
whether in the possession or control of Buyer or Seller. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Seller deemed a
8
Public Record is subject to the provisions of Florida Statutes Chapter 119 and may not be destroyed
without the specific written approval of the Buyer. Upon request by the Buyer, Seller shall
promptly supply copies of said records to Buyer.
Buyer acknowledges that Seller claims that the software products and related docrunentation (i.e.
users' manuals and updates thereto) are trade secrets pursuant to Florida Statutes Section 815.045,
and Seller shall post notice of claimed trade secret status in appropriate locations.
Upon request by the Buyer, the Seller shall promptly supply copies of said public records to the
Buyer. All books, cards, registers, receipts, docrunents and other papers in connection with this
Agreement shall during normal business hours of Seller be open and freely exhibited to the Buyer
for the purposes of examination and audit at Buyer's expense.
All public meetings will be held in accordance with the Florida Sunshine Law.
xx. INDEPENDENT CONTRACTOR
Seller shall be considered independent contractors under this Agreement.
XXI. SOVEREIGN IMMUNITY
Nothing contained in this Agreement shall be construed as a waiver of the Buyer's sovereign'
immunity under Florida Statutes Section 768.28 or other limitations imposed on the Buyer's
potential liability under state or federal law.
XXII. GENERAL LIABILITY INSURANCE
For all services performed hereunder, the Seller shall purchase and maintain, at its own expense,
such general, professional and automobile insurance to cover claims for damages because of bodily
injury or death of any person, property damage or any negligent acts of Seller arising in any way out
of the services performed by Seller under this Agreement. The insurance shall have minimrun
limits of coverage of $1 ,000,000.00 per occurrence combined single limit for bodily injury liability
and property damage liability. This shall include, but not be limited to, automobile liability of
owned vehicles, hired and non-owned vehicles and employee non-ownership. For all services
performed pursuant to this Agreement, the Seller shall continuously maintain such insurance in the
amounts, type and quality as required by this paragraph during the full term of this Agreement.
Upon the effective date of this Agreement, Seller shall promptly provide the City with appropriate
certificate of insurance evidencing that Seller has complied with the insurance requirements of this
paragraph. Seller shall have Buyer listed as an additional insured on such certificate of insurance,
and such certificate of insurance shall require that Buyer be provided with thirty (30) days written
notice of cancellation.
9
XXIII. INDEMNIFICATION AND HOLD HARMLESS
Notwithstanding any other provision of this Agreement, Seller agrees, to the fullest extent permitted
by law, to indemnify and hold hannless the Buyer and its employees, officers, and attorneys from
and against all claims, losses, damages, or liability (including reasonable attorney's fees through any
and all administrative, trail, post judgement and appellate proceedings) to or for bodily injury, death
or property damage, directly or indirectly arising from the negligent or intentional acts, errors or
omissions resulting from Seller's or its directors, officer's, employee's contractor's and agent's: (i)
performance of services pursuant to this Agreement; (ii) failure to properly train employees under
their control or direction; and (iii) travel and lodging related to performing the services required by
this Agreement.
Seller agr~es, to the fullest extent permitted by law, to indemnify and hold hannless the Buyer and
its employees, officers, and attorneys from and against all claims, losses, damages,. or liability
(including reasonable attorney's fees through any and all administrative, trail, post judgement and
appellate proceedings) resulting from Seller's or its director's, officer's, employee's contractor's
and agent's: (i) failure to remit any local, state and federal taxes due by Seller as a result of this
Agreement; (ii) failure to pay any subcontractors retained by Seller to perform any services or
provide any products under this Agreement; and (iii) failure to remit payment to KIVA as required
by this Agreement.
The indemnification provided above shall obligate the Seller to defend at its own expense any and
all claims as described above of every name that may be brought against Buyer or its employees,
officers, and attorneys. In claiming any indemnification hereunder, Buyer shall promptly provide
Seller with written notice of any claim which Buyer believes falls within the scope of the foregoing
paragraphs. Buyer may, at its own expense, assist in the defense if it so chooses provided that Seller
shall control such defense and all negotiations relative to the settlement of any such claim and
further .provided that any settlement intended to bind the Buyer shall not be final without the
Buyer's written consent which shall not be unreasonably withheld. Notwithstanding, if
indemnification under this Section is not sufficient to absolve Buyer of any and all liability, the
Buyer shall retain the right to assist in the defense without limiting the indemnification and hold
harmless provisions hereunder.
Seller's liability under this indemnification and hold harmless provision shall be limited to the
insurance limits required by this Agreement. This provision shall survive the termination of this
Agreement but shall not extend any applicable statute of limitations.
XXIV. STANDARD OF CARE
In performing its services hereunder, the Seller shall use the degree of care and skill ordinarily
exercised, under similar circumstances by reputable members of its profession practicing in the
same or similar industry.
10
xxv. EXHmITS
Exhibit 1 (two page cost summary), Exhibit 2 (one page hardware configuration), Exhibit 3 (two
page License Agreement) and Exhibit 4 (two page letter from 1. Christopher Kent to Michael
Korgan with enclosures 4GL Conversion Description and Prices and Functional Requirements) are
attached hereto and hereby fully incorporated and made a part of this Agreement by reference.
XXVI. ENTIRE AGREEMENT
This Agreement represents the entire agreement of the Buyer and the Seller with respect to the
hardware and software products and related services and supersedes any prior agreements,
understandings and representations, whether written or oral.
XXVII. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
The parties further agree that, in any dispute between them relating to this Agreement, exclusive
jurisdiction for state court actions shall be the trial courts located in Seminole County, Florida and
for Federal actions in the district court located in Orlando, Florida. Any objection as to jurisdiction
or venue in such courts is hereby expressly waived.
IN WITNESS WHEREOF, persons having been duly authorized to bind the parties and
empowered to enter into this Agreement hereunto executed this Agreement effective as of the date
first set forth above.
/
Seller:
Buyer:
Process, Inc. dba MUNIS
City Of Winter Springs
BY~
J~hn . arr, Jr.
Presi nt
By: ~/J1J1~
Name: Rono.. \~ ""I. rnc \ e,mr>N>
Title: C~~ lY\a...n('~p r'
11
EXHIBIT 1
City of Winter Springs, FL
Cost Summary
Estimated Estimated Estimated
Training Consulting Conversion Annual
MUNIS@ SOFTWARE License Fee Days Days Cost Maintenance
General Ledger $ 35,000 10 2 N/A $ 6,300
Budgeting Included Included N/A Included
Accounts Payable Included Included $ 4,200 Included
Accounts Receivable $ 9,000 3 I N/A $ 1,620
Project Accounting $ 8,000 2 2 N/A $ 1,440
Purchase Orders $ 9,000 4 2 $ 1,800 $ 1,620
Bids & Quotes $ 4,800 3 I N/A $ 864
Requisitions $ 7,200 5 1 N/A $ 1,296
Payroll $ 7,000 7 1 $ 10,800 $ 1,260
Personnel $ 5,000 4 0 Included $ 900
Applicant Tracking $ 2,500 1 0 Included $ 900
Inventory $ 8,500 4 1 N/A $ 1,530
Fixed Assets $ 8,500 3 2 $ 3,600 $ 1,530
Intelligent Queryl Included 4 2 N/A $ 3,126
Utility Billing $ 20,000 14 2 $ 7,920 $ 3,600
Utility Meter Reader Interface $ 7,500 2 0 N/A $ 1,350
Work Orders $ 8,500 3 1 N/A $ 1,530
Business Licenses $ 9,000 3 1 N/A $ 1,620
Contract Management $ 4,800 3 1 N/A $ 864
$ 2,000 0 0 N/A $ 360
Interface with KIVA Software, MUNIS
G/L and KIVA Cashiering System
Included
USER MANUALS (One (1) Hard Copy
and One (I) Diskette Per Application)
TOT AL MUNIS@ SOFTWARE $ 156,300 75 20 $ 28,320 $ 31,710
12% of the License Fees for the MUNIS Applications licensed to Buyer.
City of Winter Springs, FL
Cost Summary
MUNIS SERVICES:
Price
$ 63,750
$ 22,000
$ 28,320
$ 6,000
$ 20,000
$ 15,000
$ 85,000
$ 15,000
$ 255,070
Cost
$ 156,300
$ 255,070
$ 411,370
Implementation (75 Days @ $850 per Day)
Consulting (20 Days @ $1,100 per Day)
Conversion3
Installation 4
Project Management (MUNIS)
Project Management (KIVA)
Software Modifications5
Administrative Services (Bill/Collection for all KIVA
Software/Services under the original agreement with Buyer and
KIV A)
TOT AL MUNIS SERVICES
TOT AL INVESTMENT
Estimated Travel and
2
Expenses
$ 26,250
$ 7,000
$ 2,100
$ 3,500
$ 2,800
$ 41,650
Annual
Maintenance
31,710
MUNIS Software
MUNIS Services
Total MUNIS Software and Services6
$
$
31,710
2 Travel and related expenses are estimates only. Buyer will be charged the actual travel and
related expenses, per diem meal expenses in the amount of $21 per day, and an on-site
administrative fee per day 'in the amount of $11 per day. .
3 See conversion detail in May 24, 2000letter (Exhibit 4). Buyer is not obligated to utilize
Seller for' all conversions listed in the conversion detail. Amounts allocated for conversion
services in this Agreement may be reallocated to other MUNIS products or services or credited
to Buyer as mutually agreed upon by the parties.
4 Installation includes the following:.' .
Installation otMUNIS APPLICATIONS, INFORM IX (GU1 SERVER, GUI
Intelligent Query on 5 PC's, and 5 Printers (total, local & networked))
5See Functional Requirements in May 24, 2000 letter (Exhibit 4).
6 Exclusive of Annual Maintenance, whIch is due/payable following the expiration of the
Warranty Period.-
EXHIBIT 2
City of Winter Springs, FL
Hardware Configuration 7
Item
Hewlett Packard LH6000R Netserver
- Dual Intel P3-700 XEON Processors
- 2MB L4 Cache RAM
- 512MB PCI33 ECC RAM
- (3) 18.2GB SCSI LP Ultra-2 Hot-Swap \OK LVD Hard Drives
- NetRAID SCSI ControlIer
- HP SureStore DAT40i Internal Tape Drive
American Power Conversions NetShelter
- Complete Enclosure for Rack Mountable Servers in ITEM (1)
Installation Configuration and O/S Setup for MUNIS Solution
- Includes the Set-Up of Hardware and O/S in accordance with
Specifications
MUNIS
Total
Cost
$ 19,782
$ 6,495
$ 3,450
$ 29,727
7 MUNIS has selected a third party to provide the above hardware. The third party, and not MUNIS, shall be
responsible for acquiring, installing, maintaining, warranting and ensuring satisfactory performance of the third
party hardware. Onsite service, maintenance, support and warranty issues will be handed by Ameritek-Orlando due
to a pre-existing relationship between Ameritek-Orlando and the City of Winter Springs.
EXHIBIT 3 . LICENSE AGREEMENT FOR
oJ. MUNIS SOFTWARE
Agreement is made this ad:. day o~~\"I\~( , 2000 by and between the CITY OF WINTER
SPRINGS, 1126 East State Road 434, ter Springs, FL 32708 (Llcensee1 and Process, Inc. dba
MUNIS (Licensor), 370 US Route One; Falmouth, Maine 04105.
The headings used in the Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
Now, therefore, the Licensor and Licensee agree as follows:
1. Grant of License
Licensee is hereby granted the non-exclusive and non-transferable license and right to use the
Revision of MUNIS 4GL Licensed Programs listed in Section 2, and related materials. The
Licensor agrees to extend and the Licensee agrees to accept a license subject to the terms and
conditions contained herein for the MUNIS Software Products identified herein (Hereinafter
refrred to as "Software Products.")
2. Defined Categories:
License fees are based on defined category levels. Placement within a category is based on the
size of the organization serviced and measured by such factors as operating budget, number of
employees, and the number of bills generated for utilities or taxes. This license is granted at the
following category level(s):
Group of Software Products
Hum~ Resource applications listed in Exhibit 1
All other applications listed in Exhibit 1
Category
B
D
Revision
2000.04
2000.04
3. Limited Use
The Software Products listed are licensed for use only for the benefit of the Licensee listed in
this Agreement. This license is registered for the Licensee's HP NetServer (pH6000R) Running
SCO OpenServer 5.05 computer system. As long as a current license and support agreement is
in place, this License may be transferred to any other hardware system used for the benefit of
Licensee. Licensee agrees to notify Licensor prior to transferring the licensed Software
Products to any other system. The right to transfer this license is 'included in cost of this
Agreement. The cost for new media or any required technical assistance to accommodate the
transfer would be billable charges to the Licensee.
4. Confidentiality
The Licensee acknowlegdes that Licensor claims that the Software Products are proprietary to
the Licensor and have been developed as a trade secret at the Licensor's expense. Pursuant to
Florida Statute Section 119.07(3)(0), the Software Products are prohobited from public
disclosure. The Licensee agrees to keep the Software Products confidential and use its best
efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any
or all of the Software Products or users' manuals and updates thereto.
5. Modification
The Software Products may be modified but such modification shall be only for the use on the
Licensee's system for which the Software Products are licensed and shall not cause the
Licensee or the anyone performing such modification to gain any proprietary or other interest
in the Software Products.
6. Copies
The Licensee may make copies of the licensed Software Products for archive purposes only.
The Licensee will repeat any proprietary notice on the copy of the Software Product. The
documentation accompanying the product may not be copied except for internal use.
7. Warranty
F or as long as a current license and support agreement is in place, the Licensor will warrant that
all MUNIS Software programs will operate as described in the brochures and user manuals of
Process, Inc. dba MUNIS. If a program fails to operate in the manner described within these
documents, the Licensor will correct the problem at no charge to the Licensee. If Licensee has
made modifications to the Software programs, Licensor will no longer warrant the performance
of those programs which contain modifications, unless specifically authorized in writing by the
Licensor.
By signing below, both parties acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms:
LICENSOR
LICENSEE
Process, Inc. dba MUNIS
370 US Route One
Falmouth, Maine 04105
City of Winter Springs
126 East State Road 434
Winter Springs, FL 32708
BY:~VM~
Name: Ro()l\.\ 01 'vJ. f'r\l' Le./V'lbre.
') Title: C;d~ M0...r"'I~pr
Z c/OQ Date: G- j'2...-() 0
"MUN S" is a registered trademark of Process, Inc. dba MUNIS.
By:
John
Presi
Date:
__,.,'i"
.:".'.
- -.
mod I Ss
This Consulting Services Agreement (hereinafter
"Agreement") is entered into as of this 13th day of
May, 2003, by and between Modis, Inc., a Florida
corporation with 'ilS principal place of business in
Jacksonville, Florida (hereinafter "Company"), and City
of Winter Springs, a Florida municipal corporation with
its principal place of business in Winter Springs,
Florida (hereinafter "City").
1. Scope of Services.
Company shall provide to City services of the type and
at the locations and rates as agreed to and incorporated
herein in writing, signed by duly authorized officials of
the parties and attached hereto as consecutively
numbered Statement(s) of Work (i.e. "Statement of
Work No. _"). The terms of this Agreement shall
prevail over and govern to the extent of any conflicting
or inconsistent terms or conditions in any Statement of
Work or, other writing. ,or arrangement between the
parties unless such Statement of Work or other written
arrangement specifically refers to the particular
provision of this Agreement which it supersedes.
2. CCNA Services.
The Company warrants unto the City that Work being
performed pursuant to this Agreement does not
constitute professional services as defined by Section
287.055(2)(a), Florida Statutes.
3. Term.
The effective date of this agreement is - the date last
signed by all the parties hereto. This Agreement shall -
continue in effect for an initial term of one (1) year and
shall continue thereafter for successive renewal periods
of one (1) year each, unless or until either party
provides written notice of intent to terminate this
Agreement at least. sixty (60) days in advance of any
such renewal period. Either party may tenninate this
Agreement without cause upon sixty (60) days advance
written notice. Either party may terminate this
Agreement on thirty (30) days advance written notice of
Rev. 08/1 SIO I
CONSUL TING
SERVICES AGREEMENT
a material breach by the other party that is not
substantially cured by that party within ten (10) days of
receipt of such notice.
4. Payment and Invoicine:.
Company shall submit detailed invoices to City for all
services performed and reasonable reimbursable costs
or expenses to be paid by the City. Any costs or
expenses to be reimbursed to Company by City under
this Agreement shall be approved in advance by City.
City shall pay all approved invoices in a timely manner
consistent with provisions of the Florida Prompt
Payment Act.
5. Compensation.
The City shall compensate Company in the amount of
One Thousand Nine Hundred and Twenty Dollars and
no/100 ($1,920.00), to perform and complete an
assessment of the City's - Oracle database as for
technology related consulting services provided herein
per addendum. In addition, Company, upon a specific
task authorization from the City Manager or designee of
the City Manager, shall perform any and all other
ancillary or support services requested by City under
the scope of such authorization as reflected in the
Statement of Work and/or contract addendum at an
hourly rate not to cxceed Onc Hundred and Twcnty
Dollars and BollOO ($120.00). specified therein. Other
than the compensation set forth herein, there shall be no
other compensation due Company for the Services
provided under this Agreement, unless specifically
agreed to by City in writing.
6. Time is of Essence: Delav and Defect.
Time is of the essence for all services performed under
this Agreement. Upon request by the City, Company
shall submit a written progress report as to the status of
all services set forth in this Agreement. The report shall
in a sufficient manner demonstrate what services were
performed under this Agreement. If the detail is not
sufficient for the City Manager's reasonable discretion
. to permit the City to determine the Services performed
or the manner it is being performed, the City may seek
more detail from the Company.
7. DiJieence and Professionalism.
Company warrants that it shall, in a diligent and
professional manner, perform and complete all services
to be provided to City under this Agreement in
performing its services hereunder, the Company will use
that degree of care and skill ordinarily exercised, under
similar circumstances by reputable members of its
profession practicing in the same or similar locality.
8. Relationship of Parties.
a) The parties agree that the relationship between
them is that of independent contractor and that neither
party shall have any authority to represent or bind the
other and that neither party shall hold itself out or have
any authority as an agent of the other for any purpose
whatsoever. Nothing herein shall be construed as
creating a principal and agent, joint venture, or any
other type of relationship besides independent
contractor between City and Company.
b) Company and City shall each remain solely
responsible for the payment of all wages and benefits
for each of their own respective employees, and neither
party shall be responsible for the withholding or
payment of any payroll deductions or taxes, or the
provision of workers' compensation or unemployment
insurance coverage, for or on behalf of employees of the
other party or for any payment or expense in respect of
claims arising under the other party's employee benefit
plans. As between Company and City, Company shall
remain specifically responsible for any applicable
federal, state or local withholding or income taxes,
paying Social Security taxes, and providing
unemployment compensation and workers'
compensation insurance or coverage for its employees
and contractors providing services in accordance with
this Agreement or any Statement of Work.
9. Non-Hire and Conversion Fees.
a) Without Company's written consent, during the
term of this Agreement and for six (6) months thereafter
and except through Company, City shall refrain from
soliciting, hiring or accepting services or work from any
person who at any time provided services through or on
Rev 5/13/03 JMN
behalf of Company, except where the parties have
otherwise agreed in writing or upon the payment of a
conversion fee as expressed in any applicable Statement
of Work.
b) Without City's explicit written consent during
the term of this Agreement and for six (6) months
thereafter, Company shall refrain from soliciting, hiring
or in any way diverting the services of any employee or
consultant of City, the identity of which Company
learned or discovered in the performance of services
under this Agreement or any applicable Statement of
Work.
10. Warranties.
a) Company warrants and represents that the
services provided hereunder shall be delivered in a
workmanlike manner and in keeping with the standards
prevalent in the industry. City warrants that any
workplaces owned, leased or supervised by City and to
which Company employees or contractors are assigned
shall be maintained free from any unreasonable hazards
or defects and that City will make available any safety
equipment, training or materials provided to City's own
employees and contractors.
b) City shall promptly notify Company of a
breach of the warranty stated above, and Company
shall promptly investigate the matter, and if substantial
evidence of a breach appears, then Company shall in its
sole discretion either (i) remedy the defect complained
of until the performance meets the warranty standard
stated above, and/or (ii) refund or credit to City the fees
attributable to the extent of the defective services. This
provision states Company's sole liability for breach of
the warranty stated in section a) above.
c) COMPANY EXCLUDES AND DISCLAIMS
ALL OTHER WARRANTIES WHATSOEVER NOT
SPECIFICALLY STATED ABOVE, WHETHER
EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF
NONINFRINGEMENT, MERCHANT ABILITY OR
FITNESS FOR PARTICULAR PURPOSE.
d) NEITHER PARTY SHALL BE LIABLE TO
THE OTHER WHATSOEVER FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, EXEMPLARY OR
PUNITIVE DAMAGES, INCLUDING ANY
DAMAGES ON ACCOUNT OF LOST PROFITS,
LOST DATA, LOSS OF USE OF DATA, OR LOST
2
OPPORTUNITY, WHETHER OR NOT PLACED ON
NOTICE OF ANY SUCH ALLEGED DAMAGES
AND REGARDLESS OF TIlE FORM OF ACTION
IN WIDCH SUCH DAMAGES MAY BE SOUGHT.
THE FEES AND BILLINGS DUE UNDER THIS
AGREEMENT ARE NOT CONSIDERED SPECIAL
DAMAGES OR LOST PROFITS AND SHALL NOT
BE LIMITED BY THESE PROVISIONS.
11. Compliance with Laws.
The parties agree that they each will comply with all
applicable federal, state or local laws and ordiDances
and that neither of them will. discriminate against any
employees or contractors of the other on the basis of
race, color, religion, national origin, sex, age, disability,
status as a disabled veteran or veteran of the Vietnam
Era, or any other basis prohibited by law.
12. Insurance.
Company shall maintain insurance coverage, and
require any contractors to provide similar insurance
coverage, as follows:
a) Workers' Compensation insurance, for
employees of Company, that meets or exceeds the
statutory limits of the state(s) in which the services will
be performed.
b) Comprehensive General Liability insurance,
with limits of at least One Million Dollars ($1,000,000)
combined single limit for bodily injury, personal injury
and property damage for each occurrence.
c) Commercial Blanket Bond with limits of at
least One Million Dollars ($1,000,000) for each
occurrence.
d) Employer's Liability insurance of at least Five.
Hundred Thousand Dollars ($500,000) per employee of
Company.
e) Errors and Omissions Liability insurance in an
amount of not less than One Million Dollars
($1,000,000) for each occurrence. .
f) A combination of primary andexcess/umbrella
liability policies will be acceptable as a means to meet
the limits specifically required herein.
Rev 5/13/03 JMN
Company shall provide City Manager with f!
certificate of insurance with oopies of all policies
aOO-coverages required under this Agreement
within ten (10) days of execution of this
Agreement. The City shall be named as an
additional insured on such policies and coverages.
Company shall be solely responsible for the
payment of any claims against or deductibles for
any insurance coverages or policies required under
this Agreement.
13. Indemnification.
a) Company will indemnify, defend and hold
harmless City, its officers, agents, employees, and its
attorneys from and against all claims, demands, suits
and expenses (including reasonable attorneys' fees)
brought by any person or party for tangible personal
property damage and bodily injury (including death)
arising from the negligent or illegal act or omission of
Company or any of its employees and contractors in the
performance of services hereunder, except to the extent
of the negligent or illegal act or omission of City or its
employees and contractors.
b) City will indemnify, defend and hold harmless
Company to the extent permitted by law, from and
against any claims, damages, suits or expenses
(including reasonable attorneys' fees) in connection
with actual or alleged violations of the Occupational
Safety and Health Act or any similar state law
governing work places owned, leased or supervised by
City and to which Company employees or contractors
are assigned, except to the extent of any such violations
arising from Company's own negligent or illegal act or
ormssIon.
14. SovereiIDl Immunity.
Nothing contained in this Agreement shall be construed
as a waiver of the City's right to sovereign ilnmunity
under Section 768.28, Florida Statutes, or other
limitations imposed regarding the City's potential
. liability under state or federal law.
15. Notices.
Any and all notices, requests, demands and
communications provided for by this Agreement shall
be in writing and shall be effective when delivered in
person or sent by facsimile with confirmation, and upon
receipt via reputable overnight courier or U.S. Mail
3
postage prepaid, with return receipt requested, as
follows:
Modis, Inc.
255 S. Orange Avenue, Suite 1550
Orlando, FL 32801
Managing Director
with a copy to:
Modis, Inc.
Senior Vice Pres. & General Counsel
1 Independent Dr., 25th Floor
Jacksonville, FL 32202
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327-1800 (Phone)
407-327-4753 (Fax)
Anthony A. Garganese
City Attorney
Brown, Salzman, Weiss & Garganese
225E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (Phone)
407-425-9596 (Fax)
The parties may update or modify the addressees above
by providing written notice of such as provided herein.
16. Confidentiality and Ownership.
a) The parties agree that the specific terms,
conditions and rates set forth in this Agreement and. in
any Statement(s) of Work and all information identified
as confidential and proprietary by the disclosing party,
("Confidential Information") and except as set forth
below, the parties shall use its commercially reasonable
efforts to: (i) protect the Confidential Information
against any unauthorized or unlawful use, disclosure,
dissemination or copying; (ii) not use any of the
Confidential Information either than as permitted under
the terms of this Agreement; (iii) not provide or disclose
to third parties the Confidential Information in any
form; and (iv) not provide or permit public access to the
Confidential Information in whole or in part. These
restrictions on the use or disclosure of Confidential
Information shall not apply to any Confidential
Rev 5/13/03 JMN
Information: (a) which is independently developed by
the receiving party or lawfully received free of
restriction from another source having the right to so
furnish such Confidential Information; or (b) after it has
become generally available to the public without breach
of this Agreement by the receiving party; or (c) which at
the time of disclosure to the receiving party was known
to the receiving party free of restriction as evidenced by
documentation in the receiving party's possession; or
(d) which the disclosing party agrees in writing is free
of such restrictions. Company shall cause each
employee or contractor assigned to provide services to
City under this Agreement or any Statement(s) of Work
to enter into a confidentiality and Invention Agreement
in the form attached here as Exhibit "A". The
Company may disclose the existence of this Agreement
and the general nature of the services provided
hereunder. The parties may disclose the terms of this
Agreement or any Statement(s) of Work and divulge
any confidential information when necessary to comply
with the legal order, subpoena, requirement or process
of a govenimental agency or court of competent
jurisdiction, but shall endeavor to provide the other
party with reasonable notice and an opportunity to
secure any protective order or limit on disclosure at that
party's own sole expense.
b) Upon payment in full of all fees and charges, all
materials produced by Company employees or
contractors during the term of their assignment to City
and which: (i) result from or are suggested by the work
such employees perform for City; or (ii) are made or
conceived using equipment or other materials of City; or
(iii) are made or conceived during the hours of assigned
work for City, shall be considered "works made for
hire" and all right, title and interest in such materials
shall be assigned to City. To the extent that such
materials may not qualify as or be considered works
made for hire, Company hereby assigns to City any and
all rights which Company may have in such materials.
Company shall provide all such reasonable assistance
(at City's expense) as City shall request in order to
obtain, maintain, or enforce any trademark, patent,
copyright or other protection it may seek on such
materials.
c) Nothing contained herein shall preclude the
City from complying with its obligations pertaining to
the disclosure of public records under Chapter 119,
Florida Statutes or any other state or federal law or
regulation.
4
17. Ownership of Documents.
The City and the Company agree that upon payment of
fees due to the Company by. the City for a particular
report, inventory, schedule or compilation of data
relating to the Services provided herein and produced by
the Company in the performance of this Agreement, or
any Services hereunder, shall be the sole property of the
City, and the City is vested with all rights therein. The
Company waives all rights of copyright in said report,
inventory, compilation, schedule, technical data,
recommendation, and other instrument produced by the
Company in the performance of this Agreement, and
hereby assigns and conveys the same to the City
whether in the possession or control of the Company or
not.
18. Public Record.
It is hereby specifically agreed that any record,
document, computerized iIrformation and program,
audio or video tape, photograph, or other writing of the
Company related, directly or indirectly, to this
Agreement, or portions thereof, may be deemed to be a
public record under Chapter 119, Florida Statutes
unless expressly exempted therein or any other
applicable Federal or State law. Said record, document,
Computerized information and program, audio or video
tape, photograph; or other writing of the Company is
subject to the provisions of Chapter 119, Florida
Statutes or any other applicable Federal or State law,
and may not be destroyed without the specific written
approval of the City. Upon request by the City, the
Company shall promp~ly supply copies of said public
records to the City. All books, cards, registers, receipts,
document, and other papers in connection with this
Agreement shall at any and all reasonable times during
the normal working hours be open and freely exhibited
to the City for the purpose of examination and/or audit.
19. Reuse of Documents.
All documents, including but not limited to, drawings,
specifications, and data, or programs stored
electronically or otherwise, prepared by the Company
pursuant to this Agreement or related exclusively to the
services described herein (if any) may be reused by the
City for ant reason or purpose at any time.
20. Authoritv.
Rev 5113/03 JMN
Each party represents and warrants to the other party
that it has all necessary power and authority to enter
into and perform this Agreement in accordance with the
terms hereof.
21. Company's Representative.
The Company shall designate an individual to act as a
representative for the Company under this Agreement
with the authority to transmit instructions, receive
information, and make or interpret the Company's
decisions. This person shall be the Company's contract
administrator. The Company may from time to time
designate other individuals or delete individuals with
authority to act for the Company under the Agreement
with the authority to transmit instructions, receive
information, and make or interpret the Company's
decisions. All deletions or designation of individuals to
serve as a representative shall be given by written
notice.
22. Additional Assurances.
The Company certifies that:
a) No principal (which includes officers, directors,
or executives) or individual holding a professional
license and performing services under this Agreement is
presently ineligible, suspended, or voluntarily excluded
from participation in the provision of services under this
Agreement by any Federal, State, or local governmental
commission, department, corporation, subdivision, or
agency.
b) No prinCipal (which includes officers, directors,
or executives) or individual holding 'a professional
license and performing services under this Agreement,
employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City.
b) No principal (which includes officers, directors,
or executives) or individual holding a professional
license and performing services under this Agreement,
employee, or agent has willfully offered an employee or
officer of the City any pecuniary or other benefit with
the intent to influence the employee or officer's official
action or judgment.
5
23. Assienment.
Neither party shall assign any of its rights or obligations
under this Agreement without the prior written consent
of the other party, which consent shall not unreasonably
be withheld. The only exception is that this Agreement
may unilaterally be assigned by either party to an
affiliate, successor or assign in a change of corporate
control that does not materially affect the duties of the
other party hereunder. This Agreement is entered into
solely for the benefit of the parties hereto, and nothing
in this Agreement whether express or implied is
intended to confer any rights or remedies on any other
person or party other than the parties hereto and their
respective successors and assigns.
24. Waivers.
No waiver of any provision of this Agreement shall be
effective unless it is in writing, signed by the party
against whom it is asserted, and any such written
waiver shall only be applicable to the specific instance
to which it relates and shall not be deemed to be a
continuing or further waiver.
25.
Severability .
Each provision herein shall be separate and independent
from any other, and a breach of any provision shall in
no way or manner discharge or relieve the performance
of any other provision, covenant or agreement.
26. Survival.
The parties' obligations under this Agreement which by
their nature continue beyond termination, cancellation
or expiration of this Agreement, shall survive
termination, cancellation or expiration of this
Agreement.
27. Headines.
Caption and article headings contained m this
Rev 5/13/03 JMN
Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope or
intent of this Agreement nor the intent of any provision
hereof.
28. Governine Law: Venue.
This Contract shall be governed by the law of the
State of Florida. Venue of all disputes shall be
placed in the appropriate jurisdictional court of law
located in Seminole County, Florida. The parties
agree that the Agreement was consummated in
Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this
Contract arises under Federal law, the venue will
be in an appropriate jurisdictional court of law in
Orlando, Florida.
29. Attornev's Fees.
Should any litigation arise concerning this Agreement
between the parties hereto, the parties agree to bear
their own costs and attorney's fees.
30.
Entire Aereement.
This Agreement and the attachments and exhibits hereto
represent the entire Agreement between the parties and
supersede any prior understandings or Agreements
whether written or oral between the parties respecting
the subject matter herein. This Agreement may only be
amended in a writing specifically referencing this
provision and executed by both parties. This
Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns,
subject to the limitations contained herein. The
unenforceability, invalidity or illegality of any provision
of this Agreement shall not render any other provision
unenforceable, invalid or illegal and shall be subject to
reformation to the extent possible to best express the
original intent of the parties. .
6
IN WITNESS WHEREOF, the parties have hereunto set their hands with effect as the date first above written.
CITY OF WINTER SPRINGS, FLORIDA
Title: CITY MANAGER
Title:
BY:/~w1~
, -
By:
Rev 5/13/03 JMN
7
Exhibit A
CONFIDENTIALITY AND INVENTION AGREEMENT
In consideration of my assignment by Modis, Inc. ("Company") to perform services for
("City" or "Company's City"), I hereby agree as follows:
1. I acknowledge and understand that during the course of my service with City, I may learn of
proprietary, trade secret and confidential information of City or its customers, including identities and
information involving customers, potential customers and employees. I agree not to disclose to anyone,
either during or after my employment with Company, any oral or written confidential, proprietary or
trade secret information concerning any and all business or other activities of City and/or its customers,
its financial affairs, and its relationships with customers, potential customers and employees.
2. I assign to Company and to City any and all rights, title and interests to any and all copyrights, patents,
trademarks or other intellectual property rights in ideas, inventions, developments, writings, documents,
reports, studies, papers, computer programs, and any other works or matters produced or developed by
me in conjunction with services I provide while assigned to provide services to City or which were
derived or suggested thereby.
3. Upon termination of my assignment at City, I will return all identification cards, authorization passes,
keys, papers, drawings, reports, computer programs, and other documents, materials or property,
including any copies thereof, which were provided to or obtained by me during my placement ~t City.
Employee Name
Date
1