HomeMy WebLinkAboutResolution - 6464 - Agreement - Teldata Inc.- Software License And Maintenance - 08_12_1999Resolution No. 6464
Aug. 12, 1999
Item No. 83
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, a Software License and
Maintenance Agreement, by and between the City of Lubbock and Teldata, Inc., and
related documents. Said Software License and Maintenance Agreement is attached
hereto and incorporated in this resolution as if fully set forth herein and shall be
included in the minutes of the City Council.
Passed by the City Council this 12th day of _, - #Agust U � / 1999.
WINDY SAJON, MAYOR
APPROVED AS TO CONTENT:
Sharlett Chowmng
Information Technology Manage
APPROVED AS TO FORM:
William de Haas
Competition and Contracts Manager/Attorney
rkb/ccdocs/1999teldatasoftware.res
August 3, 1999
Resolution No. 6464
Aug. 12, 1999
Item No. 83
SOFTWARE LICENSE &
SERVICES AGREEMENT
TELDATA, INC.
35 East Wacker Drive
Suite 1600
Chicago, Illinois 60601
("Licensor")
and
THE CITY OF LUBBOCK TEXAS
916 Texas Avenue
Lubbock, Texas 79401
Telephone Number: 806n75-2373
FAX Number: 806/
("Licensee")
THIS AGREEMENT is made between LICENSOR and Licensee as of the Effective Date. The parties agree as
follows:
1. Definitions.
"Acceptance" refers ONLY to Customizations,
and means the passage of the ten (10) day period
following the expiration of the Testing Period without
Licensee advising Licensor of the existence of a
justifiable material non-conformance (as defined under
"Testing Period" below) between the Customization
and the Customization Specification. In the event that
Licensee advises Licensor of a material non-
conformance between the Customization and the
Customization Specification, Licensor shall remedy
such non-conformance and re -deliver the
Customization to Licensee, at which time Licensee
shall five (5) days following the expiration of the
Testing Period therefor to notify Licensor if Licensor
has failed to remedy the problem such that the
Customization materially complies with the
Customization Specification. Failure to notify Licensor
within the above -specified period constitutes
Acceptance.
"Baseline" means the general release version of
a Component System as updated to the particular time
in question through both LICENSOR's warranty
services and LICENSOR's Technical Currency
Program, but without any other modification
whatsoever.
"Component System" means any one of the
computer software programs which is identified in
Exhibit I as a Component System, including all copies
of Source Code (if provided), Object Code and all
related specifications, documentation, technical
information, and all corrections, modifications,
additions, improvements and enhancements to and all
Intellectual Property Rights for such Component
System.
"Confidential Information" means non-public
information of a party to this Agreement. Confidential
Information of LICENSOR includes the Licensed
Software, all software provided with the Licensed
Software, and algorithms, methods, techniques and
processes revealed by the Source Code of the Licensed
Software and any software provided with the Licensed
Software. Confidential Information does not include
information that: (i) is or becomes known to the public
without fault or breach of the Recipient; (ii) the
Discloser regularly discloses to third parties without
restriction on disclosure; or (iii) the Recipient obtains
from a third party without restriction on disclosure and
without breach of a non -disclosure obligation.
"Customer" means a person or entity located in
the Territory who/which is receiving a Service from
Licensee for which Licensee generates a bill or
maintains an account using the Licensed Software.
"Customization" means any Licensor -developed
custom changes to the Source Code and/or Object Code
of the Baseline Licensed Software in compliance with a
Lubbock Texas L.6.doc 07/30/99
Customization Specification therefor, and which are not
made generally available to Licensor's licensees so as
to become a part of the Baseline Licensed Software.
For these purposes, a Customization includes both
modifications and interfaces which are developed by
Licensor for Licensee.
"Customization SMecification" means the
functional, or high level design, specification for a
particular Customization that Licensor and Licensee
will agree upon and from which Licensor will generate
the technical specification and, thereafter, the
Customization.
"Delivery Address" means the Licensee shipping
address set forth in Exhibit 1 as the Delivery Address.
"Delivery Date" means, for each Component
System, the date Licensee first receives that
Component System at the Delivery Address.
"Discloser" means the party providing its
Confidential Information to the Recipient.
"Documentation" means the then -current hard
copy and/or on-line user and technical documentation
relating to the use of the Baseline Licensed Software
which SCT generally provides to its customers. With
respect only to the version of the Baseline Licensed
Software which is first delivered to Licensee hereunder,
the Documentation shall be supplemented by the
Teldata Response to the The City of Lubbock's
Functional Checklist dated October 1998 (i.e., those
functional requirements of Licensee which Teldata
agreed, by appropriate designation, are included in the
specified version of the Baseline Licensed Software).
"Documented Defect" means: (i) a material
deviation between the Baseline Component System and
its Documentation; (ii) with respect to the
Customization warranty provided in Section 7(b) of this
Agreement, a material deviation between the
Customization and the Customization Specification;
and (iii) the failure of any Baseline Component System
to be so-called "year 2000 compliant," (i.e., able to
accurately manipulate, record, store, process and
present data involving dates from 1950 through 2099
and capable of accurately processing, recording,
storing, manipulating, and presenting all date -change
data from start to finish, including without limitation,
twentieth, twenty-first centuries and leap year
calculations) provided that all third party products
(including hardware, software and firmware) used in
combination with any such Baseline Component
System properly exchanges date data with it; and, in
each such case, for which Documented Defect
LICENSOR has confirmed that Licensee has given
LICENSOR enough information for LICENSOR to
replicate the deviation on a computer configuration
which is both comparable to the Equipment and is
under LICENSOR's control.
"Effective Date" means the date identified on the
signature page of this Agreement as the Effective Date.
"Equipment" means the hardware and systems
software configuration identified in Exhibit 1 as the
Equipment.
"Exhibit 1" means, collectively: (i) The
schedule attached to this Agreement which is marked as
"Exhibit 1," including all attached Software
Supplements; and (ii) any schedule also marked as
"Exhibit 1" (also including any attached Software
Supplements) that is attached to any amendment to this
Agreement.
"Intellectual Property Rights" means all patents,
patent rights, patent applications, copyrights, copyright
registrations, trade secrets, trademarks and service
marks and Confidential Information.
"Licensed Software" means the Component
Systems listed in Exhibit 1.
"Licensee Employees" means: (i) Licensee's
employees with a need to know; and (ii) third party
consultants engaged by Licensee who have a need to
know, who have been pre -approved by LICENSOR,
and who, prior to obtaining access to the Licensed
Software, have executed an LICENSOR -approved non-
disclosure agreement.
"Object Code" means computer programs
assembled, compiled, or converted to magnetic or
electronic binary form on software media, which are
readable and usable by computer equipment.
"Recipient" means the party receiving
Confidential Information of the Discloser.
"Services" means billing and related services for
consumers of gas, electric, water, sewer, waste removal
and all other services for which the Licensed Software
can be utilized..
"Software Supplement" means, with respect to a
Component System, the addendum provided as part of
Exhibit 1 that contains additional terms, conditions,
limitations and/or other information pertaining to that
Component System. If any terms of a Software
Supplement conflicts with any other terms of this
Agreement, the terms of the Software Supplement will
control.
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"Source Code" means computer programs
written in higher -level programming languages,
sometimes accompanied by English language
comments and other programmer documentation.
"Testing Period" means the ten (10) days
following Licensee's receipt of a Customization during
which Licensee can verify whether such Customization
conforms in all material respects with the
Customization Specification therefor.
"Territory" means the State of Texas as well as
those states that are contiguous to the State of Texas
and such additional states as may be approved by
LICENSOR from time to time at Licensee's reasonable
request.
2. Right to Grant License and Ownership.
LICENSOR has the right to grant Licensee this license
to use the Licensed Software. Except as otherwise
indicated in a Software Supplement, LICENSOR owns
the Licensed Software.
3. License. Subject to the terms and conditions of this
Agreement, LICENSOR grants Licensee a perpetual,
non-exclusive, non -transferable license to use and copy
for use the Licensed Software on the Equipment within
the Territory for Licensee's internal computing
operation to provide Services to Customers. The
computer readable media containing Source Code and
Object Code for the Licensed Software may also
contain Source Code and Object Code for Component
Systems for which Licensee is not granted a license for
use. Licensee may not make any use of any Source
Code and/or Object Code for any such Component
Systems for which Licensee is not expressly obtaining a
license for use under this Agreement. Any rights not
expressly granted in this Agreement are expressly
reserved.
(a) Source Code. If Exhibit I to this Agreement
does not otherwise provide that Licensee has a license
to use Source Code for a particular Component System,
then Licensee has no rights in or to the Source Code for
that Component System. Only with respect to the
Component Systems for which the Source Code is so
licensed, Licensee has the right to compile, modify,
improve and enhance the Licensed Software. Licensee
will not disclose all or any part of the Source Code for
the Licensed Software to any person except Licensee
Employees who, before obtaining access to the Source
Code, have been informed by Licensee in writing of the
non -disclosure obligations imposed on both Licensee
and such Licensee Employees under this Agreement.
(b) Object Code. Licensee has right to use the
Licensed Software in Object Code form. Licensee also
has the right to use the Licensed Software in Object
Code form temporarily on another LICENSOR -
supported configuration, for disaster recovery of
Licensee's computer operations.
(c) Documentation. Except as otherwise
provided for in the applicable Software Supplement,
Licensee can make a reasonable number of copies of
the documentation for each Component System for its
use in accordance with the terms of this Agreement.
(d) Restrictions on Use of the Licensed
Software. Licensee is prohibited from causing or
permitting the reverse engineering, disassembly or
decompilation of the Licensed Software. Licensee is
prohibited from using the Licensed Software to provide
service bureau data processing services or to otherwise
provide data processing services to third parties.
Licensee will not allow the Licensed Software to be
used by, or disclose all or any part of the Licensed
Software to, any person except Licensee Employees.
Without limiting the foregoing, Licensee is permitted to
allow use of the input and/or output sensory displays of
or from the Licensed Software by third parties on a
strict "need to know" basis, and such use shall not be
deemed a non -permitted disclosure of the Licensed
Software. Licensee will not allow the Licensed
Software, in whole or in part, to be exported outside of
the United States of America, in any manner or by any
means, without in each instance obtaining
LICENSOR's prior written consent and, if required, a
validated export license from the Office of Export
Administration within the U.S. Department of
Commerce and such other appropriate United States
governmental authorities.
(e) Intellectual Property Rights Notices.
Licensee is prohibited from removing or altering any of
the Intellectual Property Rights notice(s) embedded in
or that LICENSOR otherwise provides with the
Licensed Software. Licensee must reproduce the
unaltered Intellectual Property Rights notice(s) in any
full or partial copies that Licensee makes of the
Licensed Software.
(f) Additional Billing Rights. For so long as both
this Agreement and the Technical Currency Agreement
(executed by the parties on or about the Effective Date)
remain in full force and effect, and provided that the
fees specified in this Agreement and in the Technical
Currency Agreement have been remitted to Licensor,
Licensor hereby grants Licensee the right to provide so-
called "Consolidated Billing Services" to its Customers.
For purposes of this Agreement, "Consolidated Billing
Services" means the inclusion in a single bill of both
the Services provided by Licensee as well as additional
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Services provided to that same Customer by a third
party who has authorized Licensee to bill for their
Services. As described above, such Consolidated
Billing Services may only be provided to Customers of
Licensee located in the Territory. The aggregate
number of Customers, including those Customers for
whom a Consolidated Bill is generated, may not exceed
the maximum Customer limitation identified in Exhibit
1, unless otherwise authorized in an amendment hereto.
4. Available Services.
(a) Implementation/Support/Training Services.
LICENSOR will provide Licensee with
implementation/support/training services for the
Licensed Software at the fees provided in Exhibit I
and/or the attached Scope of Work.
(b) Consulting and Modification Services.
LICENSOR will also provide Licensee with consulting
and modification services for the Licensed Software.
Fees for consulting and modification services are
provided in Exhibit I and/or the attached Scope of
Work.
(c) Workmanlike Skills. LICENSOR will render
all services under this Agreement in a professional and
workmanlike manner. LICENSOR will promptly
replace any LICENSOR personnel that are rendering
services on -site at a Licensee facility if Licensee
reasonably considers the personnel to be unacceptable
and provides LICENSOR with notice to that effect,
provided that such replacement does not violate any
law or governmental regulation applicable to such
personnel replacement.
(d) Conditions On Providing Services. In each
instance in which LICENSOR is providing Licensee
with services, LICENSOR and Licensee will develop a
project plan and statement of work that identifies each
parry's responsibilities for such services. The project
plan and statement of work, the current version of each
of which is attached hereto as Exhibit 2, will describe
in detail the tentative schedule and the scope of services
that LICENSOR will provide. Licensee will establish
the overall project direction, including assigning and
managing the Licensee's project personnel team.
Licensee must assign a project manager who will
assume responsibility for management of the project.
Licensee must ensure that the Equipment is operational,
accessible and supported at the times agreed to by the
parties in the project plan. While LICENSOR is
providing such services, Licensee must provide
LICENSOR with such facilities, equipment and support
as are reasonably necessary for LICENSOR to perform
its obligations, including remote access to the
Equipment. If the parties do not develop a project plan
in any instance, LICENSOR will nonetheless provide
Licensee with services on an as -directed basis.
(e) "Out of Scope" Services. This Agreement
specifically excludes any responsibility for providing
any services other than those services described in the
Statement of Work attached hereto as Exhibit 2. To the
extent that additional or different services are requested
or become necessary, such additional or different
services will be provided subject to mutual written
agreement of the parties as to the nature of the services
and the fees therefor.
(f) Licensee's Responsibilities. Licensee agrees
to provide the necessary cooperation to Licensor to
enable Licensor to provide the services described in the
statement of work in accordance with the terms of the
statement of work and the project plan. Any delay,
obstruction, or hindrance caused by Licensee which
affects Licensor's ability to perform its obligations
under this Agreement requires Licensor to provide
additional services beyond those services which would
have otherwise been required, then Licensee shall in
any such instance pay Licensor for the additional
person -hours required to be provided, calculated at
Licensor's then -current rates, as well as for additional
reasonable travel and living expenses incurred by
Licensor as a result thereof. Moreover, to the extent
that: (a) a delay or other breach of this Agreement is
caused by Licensee and such delay or breach causes
Licensor to be unable to deliver one or more
milestones; or (b) Licensee abandons or terminates the
implementation project without cause, then, without
waiving any other rights available hereunder or at law
or in equity, Licensee shall in any such instance pay
Licensor for the person -hours provided by Licensor
towards the completion of each such milestone,
calculated at Licensor's then -current rates, as well as
for reasonable travel and living expenses incurred by
Licensor prior to the termination of the project.
(g) Delay Outside of Reasonable Control of
Licensor. To the extent that any services are delayed as
a result of variables or factors outside of Licensor's
reasonable control (e.g., defects and/or deficiencies in
third party products other than those sublicensed by
Licensor to Licensee; or defects and/or deficiencies in
material and/or services provided by anyone other than
Licensor or its subcontractors), then Licensor shall be
excused from timely performance of the services to the
extent caused by the delay and the project plan shall be
equitably adjusted accordingly. In this event, the parties
shall work together in good faith to manage, coordinate,
and attempt to overcome the impediments to Licensor's
performance.
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5. Delivery. Except as otherwise provided in Exhibit
1, LICENSOR will deliver all Component Systems to
Licensee at the Delivery Address within thirty (30)
days after the Effective Date.
6. Payment and Taxes.
(a) Payment. Licensee will pay LICENSOR as
provided for in Exhibit 1. Licensee will also reimburse
LICENSOR for actual travel and living expenses that
LICENSOR incurs in providing Licensee with services
under this Agreement, with reimbursement to be on an
as -incurred basis. LICENSOR will use reasonable
efforts to limit travel and living expenses by using
coach air fare, booked in advance when available,
staying at hotels identified in advance by Licensee as
offering Licensee's contractors a discounted rate, and
sharing rental cars. Licensee will also reimburse
LICENSOR for all charges incurred in connection with
accessing Equipment. Reimbursement is subject to any
statutory reimbursement limitations imposed on
Licensee contractors, and Licensee will provide
LICENSOR with a copy of such limitations before
LICENSOR incurs expenses. Licensee will pay each
LICENSOR invoice by no later than thirty (30) days
after receipt. Late payments are subject to a late
charge equal to the prime lending rate established from
time to time by Mellon Bank, N.A., Philadelphia,
Pennsylvania plus three percent (3%).
(b) Taxes. Licensee is responsible for paying all
taxes (except for taxes based on LICENSOR's net
income or capital stock) relating to this Agreement, the
Licensed Software, any services provided or payments
made under this Agreement. Applicable tax amounts
(if any) are NOT included in the fees set forth in this
Agreement. If Licensee is exempt from the payment of
any such taxes, Licensee must provide LICENSOR
with a valid tax exemption certificate; otherwise, absent
proof of Licensee's direct payment of such tax amounts
to the applicable taxing authority, LICENSOR will
invoice Licensee for and Licensee will pay to
LICENSOR all such tax amounts.
(c) Records on Number of Customers:
LICENSOR Audit Rights. Licensee will maintain
books and records in connection with the number of
Customers to which Licensee is providing Services.
LICENSOR may audit the relevant books and records
of Licensee to ensure compliance with the terms of this
Agreement. Licensee will receive written notice at
least ten (10) business days prior to any such audit.
Any such audit will be conducted during Licensee's
regular business hours at Licensee's offices and will not
interfere unreasonably with Licensee's business
activities. Audits will be made no more than once in
any six (6) month period, and no more than twice in
any twelve (12) month period. If an audit reveals that
Licensee has underpaid for the number of Customers to
which Licensee has been providing Services for any
audit period, then Licensee will pay LICENSOR,
promptly upon demand by LICENSOR: (i) the
underpaid license fees therefor, which fees will equal
LICENSOR's then -current list rates; (ii) associated fees
for services to be provided by LICENSOR under the
Technical Currency Agreement (entered into between
the parties on or about the Effective Date); (iii) any
applicable late charges; and (iv) if an audit reveals that
Licensee has underpaid for the number of Customers to
which Licensee has been providing Services by five
percent (5%) or more, LICENSOR's reasonable costs
of conducting the audit.
7. Limited Warranty. Disclaimer of Warranty and
Election of Remedies.
(a) Limited Software Warranty by LICENSOR
and Remedy For Breach. For each Component System,
LICENSOR warrants to Licensee that, for period of
twelve (12) months after the Delivery Date, the
Baseline Component System, as used by Licensee on
the Equipment for its own computing operation to
provide Services to Customers, will operate without
Documented Defects. For each Documented Defect,
LICENSOR, as soon as reasonably practicable and at
its own expense, will provide Licensee with an
avoidance procedure for or a correction of the
Documented Defect. If, despite its reasonable efforts,
LICENSOR is unable to provide Licensee with an
avoidance procedure for or a correction of a
Documented Defect, then, subject to the limitations set
forth in Section 16 of this Agreement, Licensee may
pursue its remedy at law to recover direct damages
resulting from the breach of this limited warranty.
These remedies are exclusive and are in lieu of all other
remedies, and LICENSOR's sole obligations for breach
of this limited warranty are contained in this Section
7(a).
(b) Limited Customization Warranty and
Remedy for Breach. Licensor warrants the
Customizations in accordance with the provisions of
Section 12 of the Statement of Work.
(c) Disclaimer of Warranty. The limited
warranties in Sections 7(a) and 7(b) are made to
Licensee exclusively and is in lieu of all other
warranties. LICENSOR MAKES NO OTHER
WARRANTIES WHATSOEVER, EXPRESS OR
IMPLIED, WITH REGARD TO ANY SERVICES
PROVIDED UNDER THIS AGREEMENT
AND/OR THE LICENSED SOFTWARE, IN
WHOLE OR IN PART. LICENSOR
EXPLICITLY DISCLAIMS ALL WARRANTIES
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OF MERCHANTABILITY AND OF FITNESS
FOR A PARTICULAR PURPOSE. LICENSOR
EXPRESSLY DOES NOT WARRANT THAT THE
LICENSED SOFTWARE, IN WHOLE OR IN
PART, WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR
WILL BE COMPATIBLE WITH ANY
HARDWARE OR SOFTWARE OTHER THAN
THE EQUIPMENT. LICENSEE WAIVES ANY
CLAIM THAT THE LIMITED WARRANTIES
SET FORTH IN SECTIONS 7(a) AND 7(b) OR
THE REMEDIES FOR BREACH OF SUCH
LIMITED WARRANTIES FAIL OF THEIR
ESSENTIAL PURPOSE.
(d) Abrogation of Limited Warranty. The
limited warranty in Sections 7(a) and 7(b) will be null
and void if. (i) anyone (including Licensee) other than
LICENSOR modifies the Baseline Component System
or Customization, as applicable; or (ii) Licensee does
not implement changes that LICENSOR provides to
correct or improve the Baseline Component System. If
despite any modification of the Component System,
LICENSOR can replicate the reported problem in the
Baseline Component System as if the problem were a
Documented Defect, then LICENSOR will nonetheless
provide Licensee with an avoidance procedure for or a
correction of that reported problem for use in the
Baseline Component System as though the reported
problem were a Documented Defect.
(e) FAILURE OF ESSENTIAL PURPOSE.
THE PARTIES HAVE AGREED THAT THE
LIMITATIONS SPECIFIED IN SECTIONS 7 AND
16 WILL SURVIVE AND APPLY EVEN IF ANY
LIMITED REMEDY SPECIFIED IN THIS
AGREEMENT IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE, AND REGARDLESS
OF WHETHER LICENSEE HAS ACCEPTED
ANY LICENSED SOFTWARE OR SERVICE
UNDER THIS AGREEMENT.
8. Confidential Information. Except as otherwise
permitted under this Agreement or as required by
applicable law, the Recipient will not knowingly
disclose to any third party, or make any use of the
Discloser's Confidential Information. The Recipient
will use at least the same standard of care to maintain
the confidentiality of the Discloser's Confidential
Information that it uses to maintain the confidentiality
of its own Confidential Information of equal
importance. Except in connection with the Licensed
Software and any software provided with the Licensed
Software, the non -disclosure and non-use obligations of
this Agreement will remain in full force with respect to
each item of Confidential Information for a period of
ten (10) years after Recipient's receipt of that item.
However, Licensee's obligations to maintain both the
Licensed Software and any software provided with the
Licensed Software as confidential will survive in
perpetuity.
Licensor acknowledges that Licensee is subject
to requests for information under the Texas Public
Information Act and that Licensee may receive requests
for information about this Agreement, other agreements
existing between the parties (if any), software and other
materials furnished by Licensor to Licensee. In the
event of a request for information related to Licensor or
its software or services, Licensee shall notify Licensor
in writing of such request and refer such request to the
City Attorney. Licensor will also consult with the
Attorney General and will present its position in writing
thereto. In the event that the City Attorney is notified
by the Attorney General that the requested information
is public in his or her opinion, it shall be required to
release such information subject to any order of any
court of competent jurisdiction precluding such release.
In every case where Licensor seeks or obtains such an
order, it shall bear all costs associated therewith. In
determining whether he or she believes that the
applicable information is public in nature, the City
Attorney shall review and consider all exceptions and
exemptions to the public disclosure requirements,
including any exception/exemption relating to trade
secret, proprietary or confidential information. In this
regard, all software (including modifications,
improvements, updates, enhancements and new
releases) licensed by Licensor to Licensee, as well as
all related documentation and specifications, constitute
proprietary information and trade secrets of Licensor.
9. Indemnity by LICENSOR. LICENSOR will
defend, indemnify and hold Licensee harmless from
and against any loss, cost and expense that Licensee
incurs because of a claim that use of a Baseline
Component System infringes any United States
copyright of others. LICENSOR's obligations under
this indemnification are expressly conditioned on the
following: (i) Licensee must promptly notify
LICENSOR of any such claim; (ii) Licensee must in
writing grant LICENSOR sole control of the defense of
any such claim and of all negotiations for its settlement
or compromise (if Licensee chooses to represent its
own interests in any such action, Licensee may do so at
its own expense, but such representation must not
prejudice LICENSOR's right to control the defense of
the claim and negotiate its settlement or compromise);
(iii) Licensee must cooperate with LICENSOR to
facilitate the settlement or defense of the claim; (iv) the
claim must not arise from modifications or (with the
express exception of the other Component Systems and
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third party hardware and software specified by
LICENSOR in writing as necessary for use with the
Licensed Software) from the use or combination of
products provided by LICENSOR with items provided
by Licensee or others. If any Component System is, or
in LICENSOR's opinion is likely to become, the
subject of a United States copyright infringement claim,
then LICENSOR, at its sole option and expense, will
either: (A) obtain for Licensee the right to continue
using the Component System under the terms of this
Agreement; (B) replace the Component System with
products that are substantially equivalent in function, or
modify the Component System so that it becomes non -
infringing and substantially equivalent in function; or
(C) refund to Licensee the portion of the license fee
paid to LICENSOR for the Component System(s)
giving rise to the infringement claim, less a charge for
use by Licensee based on straight line depreciation
assuming a useful life of five (5) years. THE
FOREGOING IS LICENSOR'S EXCLUSIVE
OBLIGATION WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS.
10. Term and Termination.
(a) Right of Termination. A party has the right
to terminate this Agreement if the other party breaches
a material provision of this Agreement. Either party
has the right to terminate this Agreement at any time
while an event or condition giving rise to the right of
termination exists. To terminate this Agreement, the
party seeking termination must give the other party
notice that describes the event or condition of
termination in reasonable detail. From the date of its
receipt of that notice, the other party will have thirty
(30) days to cure the breach to the reasonable
satisfaction of the party desiring termination. If the
event or condition giving rise to the right of termination
is not cured within that period, this Agreement will
automatically be deemed terminated at the end of that
period. However, notice to LICENSOR of a suspected
Documented Defect will not constitute a notice of
termination of this Agreement.
(b) Effect of Termination. Upon termination of
this Agreement by either party, Licensee will promptly
return to LICENSOR or (at LICENSOR's request) will
destroy all copies of the Licensed Software, and will
certify to LICENSOR in writing, over the signature of a
duly authorized representative of Licensee, that it has
done so.
(c) Survival of Obligations. All obligations
relating to non-use and non -disclosure of Confidential
Information and indemnity will survive termination of
this Agreement.
(d) Termination Without Prejudice to Other
Rights and Remedies. Termination of this Agreement
will be without prejudice to the terminating party's
other rights and remedies pursuant to this Agreement.
11. Notices. All notices and other communications
required or permitted under this Agreement must be in
writing and will be deemed given when: Delivered
personally; sent by United States registered or certified
mail, return receipt requested; transmitted by facsimile
confirmed by United States first class mail; or sent by
overnight courier. Notices must be sent to a party at its
address shown on the first page of this Agreement, or to
such other place as the party may subsequently
designate for its receipt of notices. Licensee must
promptly send copies of any notice of material breach
and/or termination of the Agreement to LICENSOR's
General Counsel at 4 Country View Road, Malvern, PA
19355, FAX number (610) 578-7457, or to such other
place as LICENSOR may subsequently designate for its
receipt of notices.
12. Force Maieure. Neither party will be liable to the
other for any failure or delay in performance under this
Agreement due to circumstances beyond its reasonable
control, including Acts of God, acts of war, accident,
labor disruption, acts, omissions and defaults of third
parties and official, governmental and judicial action
not the fault of the party failing or delaying in
performance.
13. Assignment.
(a) Upon execution of this Agreement and the
Software Maintenance Agreement (the "Agreements")
by Licensee, Teldata, Inc. ("Teldata") and SCT Utility
Systems, Inc. ("SCT),, all rights and obligations of
Teldata under the Agreements shall be assigned
automatically (i.e., without any further action of any
party) to SCT. As a result of this assignment, Teldata
shall have no rights under the Agreements (including
the right to collect any fees or charges due from
Licensee), nor shall Teldata have any obligation under
any provision of either agreement. Conversely, SCT
shall "step in the shoes" of Teldata, assuming all rights
and obligations expressly described in the Agreements,
and shall be the "Licensor" under each agreement. In
this regard, Licensee agrees to make all payments due
under the Agreements to SCT and further agrees that
SCT shall have the right to enforce all terms and
conditions of each agreement.
(b) Except as otherwise provided in this
Agreement, neither party may assign any of its rights or
obligations under this Agreement, and any attempt at
Lubbock Texas L.6.doc 07/30/99 7
such assignment will be void without the prior written
consent of the other party. For purposes of this
Agreement, "assignment" shall include use of the
Licensed -Software for benefit of any third party to a
merger, acquisition and/or other consolidation by, with
or of Licensee, including any new or surviving entity
that results from such merger, acquisition and/or other
consolidation. However, the following shall not be
considered "assignments" for purposes of this
Agreement: LICENSOR's assignment of this
Agreement or of any LICENSOR rights under this
Agreement to LICENSOR's successor by merger or
consolidation or to any person or entity that acquires all
or substantially all of its capital stock or assets; and
LICENSOR's assignment of this Agreement to any
person or entity to which LICENSOR transfers any of
its rights in the Licensed Software.
14. No Waiver. A party's failure to enforce its rights
with respect to any single or continuing breach of this
Agreement will not act as a waiver of the right of that
party to later enforce any such rights or to enforce any
other or any subsequent breach.
15. Choice of Law: Severability. This Agreement
will be governed by and construed under the laws of the
State of Texas, as applicable to agreements executed
and wholly performed therein, but without regard to the
choice of law provisions thereof. If any provision of
this Agreement is illegal or unenforceable, it will be
deemed stricken from the Agreement and the remaining
provisions of the Agreement will remain in full force
and effect.
16. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF LICENSOR.
LICENSOR'S LIABILITY IN CONNECTION
WITH THE LICENSED SOFTWARE, ANY
SERVICES, THIS LICENSE OR ANY OTHER
MATTER RELATING TO THIS AGREEMENT
WILL NOT EXCEED THE FEE THAT
LICENSEE ACTUALLY PAID TO LICENSOR
(OR, IF NO DISCRETE FEE IS IDENTIFIED IN
EXHIBIT 1, THE FEE REASONABLY
ASCRIBED BY LICENSOR) FOR THE
COMPONENT SYSTEM OR SERVICES GIVING
RISE TO THE LIABILITY.
(b) EXCLUSION OF DAMAGES.
REGARDLESS WHETHER ANY REMEDY SET
FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE OR OTHERWISE, IN NO EVENT
WILL LICENSOR BE LIABLE TO LICENSEE
FOR ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT
LIABILITY, OR OTHERWISE, AND WHETHER
OR NOT LICENSOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE.
(c) BASIS OF THE BARGAIN. LICENSEE
ACKNOWLEDGES THAT LICENSOR HAS SET
ITS FEES AND ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE
LIMITATIONS OF LIABILITY AND THE
DISCLAIMERS OF WARRANTIES AND
DAMAGES SET FORTH IN THIS AGREEMENT,
AND THAT THE SAME FORM AN ESSENTIAL
BASIS OF THE BARGAIN BETWEEN THE
PARTIES.
17. Non -Hiring of Employees. Absent the prior
written consent of the other party in each instance,
neither party or any of its related or affiliated persons
or organizations, will solicit for hire, offer to hire, hire
or in any way employ, engage the services of or
otherwise compensate any person who, in the preceding
twelve (12) month period, was employed by the other
party or its related or affiliated persons or
organizations, until a period beginning twelve (12)
months after such person's employment with the other
party terminated.
18. Subcontractors. To the extent Licensor
subcontracts any portion of its obligations hereunder to
a third party, Licensor shall remain primarily liable to
Licensee for all work performed by such third party.
19. Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to its
subject matter, and supersedes and extinguishes all
prior oral and written communications between the
parties about its subject matter. Any purchase order or
similar document which may be issued by Licensee in
connection with this Agreement does not modify this
Agreement. No modification of this Agreement will be
effective unless it is in writing, is signed by each party,
and expressly provides that it amends this Agreement.
Lubbock Texas L.6.doc 07/30/99
TI1E PARTIES have executed this Agreement through the signatures of their respective authorized representatives.
Effective Date: August 12 , 1999
TELDATA, INC.
k"V�,..� CQct,(.
Printed Name: A-Q See-A&VL C.LPON4
SCT UT ITY SYSTEMS, C.
Printed Name: AXI, �i✓ ,�1/��
APPROVED AS TO CONTENT:
Sharlett Chow ng
Information Technology Manager
APPROVED AS TO FORM:
William de Haas
Competition and Contracts Manager
07/30/99
EXHIBIT 1
(Page 1 of 2)
Licensee: The City of Lubbock Texas
Delivery Address: 1625 13' Street, Lubbock, Texas 79457
)EQUIPMENT: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configuration(s)
within the United States of America for which LICENSOR supports the Licensed Software. Licensee acknowledges that certain
Component Systems of the Licensed Software may require specific host or client configurations. In this regard, Licensee intends
to implement the hardware and software configuration identified in Exhibit 3 attached hereto. Based upon Licensor's review and
understanding of Exhibit 3, Licensor hereby confirms that it represents a configuration on which Licensor presently supports use
of the Licensed Software.
NOTICE: To use any of the Licensed Software, Licensee must also obtain, install on the Equipment and maintain LICENSOR -
supported versions of certain Oracle Corporation database software products and certain software/hardware peripherals. By this
notice, Licensor is advising Licensee that the implementation of the Oracle Corporation database software products and
softwarelhardware peripherals listed below are necessary prerequisites for the operation of the Licensed Software.
LICENSED SOFTWARE:
Component System
Source Code Licensed? (yes/no)
Software Su 1't
Fee
BANNER Customer Information System
(CIS) for up to 100,000 Customers
Yes
None
Included
BANNER Customer Contact System (CCS)
for up to 100,000 Customers
Yes
None
Included
BANNER Electronic Work Queue (EWQ)
for up to 100,000 Customers
Yes
None
Included
BANNER Target +
Yes
None
Included
BANNER Customer Web Access
Yes
None
Included
Database Software (See Database Software
Detail Table Below)
Yes
Application Specific
Full Use
Included
TOTAL
$834,900
DATABASE SOFTWARE DETAIL TABLE
PRODUCT
VUSERS
PLATFORM
Development Deployment Total
(Cdent/Server)
Oracle Server •
Total Concurrent Users
(Including Networking Kit, Distributed Option, Advanced
64
Server
Replication Option, Parallel Query Option, MultiProtocol
Interchange, OCI, ODBC Driver, Web Listener, Web Agent,
Objects for OLE, Bit -mapped Indexing, Enterprise Manager,
and SQL*Net with Protocol Driver.)
Application Server Enterprise Edition
Total Concurrent Users
Server
64
Developer
Named
Client
(Including Oracle Forms, Oracle Reports, and Oracle
Developers
Graphics, and SQL*Net with Protocol Driver. Procedure
Builder, DataBrowser, and SQL*Plus for named developers
5
only.)
Programmer
Named
Server
(Including Oracle precompiler, Oracle Objects for OLE,
Developers
Oracle Glue, and OCI.)
5
Tuning Pack
Total Concurrent Users
Server
64
Diagnostic Pack
Total Concurrent Users
Server
64
Change Management Pack
Total Concurrent Users
Server
64
* This does not apply to the SQL*Plus, Procedure Builder and DataBrowser portions of Developer which are licensed for use by developers
only.
07/30/99 10
EXHIBIT 1
(Page 2 of 2)
PROFESSIONAL SERVICES: LICENSOR will provide Licensee with the Professional Services identified in the
attached Statement Of Work ("SOW') at the fees and on the terms set forth therein.
PAYMENT: For each Component System, Licensee will pay LICENSOR the entire applicable license fee by not
later than thirty (30) days after the Effective Date. Unless otherwise provided in the Statement of Work, LICENSOR
will invoice Licensee for all services and applicable charges on a monthly basis at the rates set forth in the Statement
of Work, as LICENSOR renders the services or Licensee incurs the charges, as applicable.
Number of Software Supplements Attached: 1
WINDY "•
Mayor
APPROVED AS TO CONTENT:
4& a44L C", -,N�
Sharlett Chowning
Information Technology Manager
APPROVED AS TO FORM:
William de Haas
Competition and Contracts Manager
TELDATA, INC.
Printed Name: Ktl sel Hr112. CIL 004
SCT U ITY SYSTEMS, INC.
4X!/is
Printed Name: /` rid//.✓ L.J•-.�.,�iS
m/30/99 11
EXHIBIT 2
Licensee: The City of Lubbock Texas
Delivery Address: 1625 13'° Street, Lubbock, Texas 79457
STATEMENT OF WORK AND PROJECT PLAN
07/30/99 12
It 11 1 It . , 11 9
SCT UTILITY SYSTEMS, INC. (SCT)
Statement of Work # SCTLUB01
For
Professional Services
For The City of Lubbock
Banner CMS Implementation
SCT Office Address:
SCT Utility Systems, Inc
Carolina Research Park
9 Science Court
Columbia, SC 29203
Project
July 30, 1999
The City of Lubbock Office Address:
The City of Lubbock
916 Texas Avenue
Lubbock, TX 79401
Statement of Confidentiality
If not otherwise expressly governed by the terms of a written confidentiality agreement executed by the parties,
this SOW is confidential information of each of the parties hereto and shall only be disclosed to those employ-
ees who have a need to know of its contents, shall not be disclosed to third parties, and shall not be duplicated,
used, or disclosed in its entirety for any purpose other than for the contemplated business arrangement without
the express written consent of SCT.
SCT / City of Lubbock Confidential DRAFT
Table of Contents
1. INTRODUCTION...............................................................................................................».........................................1
2. ASSUMPTIONS.............................................................................................................................................................1
3. DEFINITIONS................................................................................................................................................................. 2
4. SCOPE.............................................................................................................................................................................3
4.1 INSTALL THE LUBBOCK BANNER SOLUTION................................................................................................................ 4
4.2 CONDUCT FUNCTIONAL TRAINING.......................................................................................................................... 4
4.3 CONDUCT TECHNICAL TRAINING.................................................................................................................................. 4
4.4 REQUIREMENTS AND SCOPE ANALYSIS................................................................................................................... 4
4.5 CONSTRUCTION OF MODIFICATIONS & INTERFACES.................................................................................................... 5
4.5.1 Scope of Modifications........................................................................................................................................ 5
4.5.2 Scope ofInterfaces: ..................................................... e ....................................................................................... 5
4.6 INTEGRATION (ACCEPTANCE) TESTING SUPPORT........................................................................................................ 6
4.7 DATA CONVERSION OF LEGACY DATA........................................................................................................................ 6
4.8 PRODUCTION CUTOVER "Go-LtW'SUPPORT............................................................................................................. 6
4.9 POST IMPLEMENTATION SUPPORT................................................................................................................................ 6
4.10 PRICING BY ACTIVITY................................................................................................................................................ 7
5. CHANGES TO THIS STATEMENT OF WORK....................................................................................................... 7
6. SCT RESPONSIBILITIES............................................................................................................................................ 8
7. THE CITY OF LUBBOCK'S RESPONSIBILITIES.................................................................................................. 8
8. DELIVERABLES.........................................................................................................................................................10
9. ACCEPTANCE CRITERIA........................................................................................................................................16
11. CHARGES AND PAYMENT.....................................................................................................................................17
12. WARRANTY.............................................................................................................................................................. 20
13. TERMINATION OF SERVICES............................................................................................................................... 21
14. GENERAL.................................................................................................................................................................... 21
ATTACHMENT A - SAMPLE PROJECT PLAN........................................................................................................ 23
ATTACHMENT B — SCOPE OF MODIFICATIONS................................................................................................... 24
ATTACHMENT C — SCOPE OF INTERFACES.......................................................................................................... 25
ATTACHMENT D — SAMPLE MONTHLY STATUS REPORT................................................................................ 27
ATTACHMENT E — SAMPLE "CHANGE CONTROL" DOCUMENT.................................................................... 30
SCT / City of Lubbock CONFIDENTIAL
SCT / City of Lubbock CONFIDENTIAL
Statement of Work
For Professional Services
1. Introduction
The purpose of this Statement of Work ("SOW") is to document the agreed responsibilities and deliverables
that SCT Utility Systems, Inc. ("SCT") shall provide in relation to the Banner Implementation Project for The City
of Lubbock ("City").
SCT will install its baseline City of Lubbock Banner Solution as defined below and known as The City of
Lubbock Banner Solution and develop a number of system modifications and interfaces to this baseline prod-
uct.
2. Assumptions
1. The City of Lubbock will procure all other required software to support the Banner baseline product. These
applications will be installed on The City of Lubbock Electric hardware before The City of Lubbock Banner
Solution installation.
2. The City of Lubbock will be expected to provide a core team of subject matter experts, including the Func-
tional Trainers that will be training The City of Lubbock end users full-time for the duration of this imple-
mentation. A LAN Administrator, Unix administrator, Personal Computer Support Resource, Oracle Data-
base Analyst, Programming Resources, and Batch Job Operations resource will be required for the project.
These resources will be required on a full time basis for varying periods during the project. The Program-
ming resources will be required to assist with the data conversion and the interface development.
3. The project plan set forth in Attachment A is a preliminary document which will be used as the basis for
developing the Detailed Project Plan described in Section 8 hereof. The preliminary plan contains esti-
mated resources and tasks to be completed based upon an implementation for utility of the City s size.
This preliminary plan is subject to change and should not be considered static nor should it be considered
an offer to perform services.
Once the Detailed Project Plan is developed, it shall be the "Project Plan" for the project scope that is de-
fined in this SOW (the "Project Scope"). Any changes in the Project Scope will be handled through the
standard project change control process. A schedule for "Code Drops" will be prepared after the comple-
tion of all functional specifications.
The hours used in deriving the preliminary plan were based upon implementation best practices prior to
7/28/99.
4. This SOW does not account for migration to the most current base release available at final system imple-
mentation.
5. Half time SCT project management is bid for a 14 month implementation. If additional project manage-
ment time is required to support change control and other client based issues, it can be contracted using
the standard project change control process at additional cost.
6. SCT will utilize a Core Team training approach for this project. The goal is to train The City of Lubbock core
team on The City of Lubbock Banner Solution and allow them to define the rules and validation tables and
to train the utility's end users.
7. Training will be conducted with an optimal class size of no more than ten (10) attendees and with a moder-
ate level of interaction.
SCT / City of Lubbock CONFIDENTIAL
8. Training agendas will be used based upon Banner CIS Version 2.2.2. Variance in this will result in addi-
tional training hours and are considered beyond the scope of this implementation.
9. The City of Lubbock is responsible for having its technical resources trained on the Oracle Database Prod-
ucts. This training should take place before the data conversion begins.
10. The City of Lubbock will use current software systems to support Year 2000 functionality, this SOW is not
intended to remediate The City of Lubbock's current Year 2000 issues, if any exist.
3. Definitions
All capitalized terms used and not defined herein shall have the same meanings given them in the SCT License
Agreement.
"Modifications" — are those changes made to The City of Lubbock Banner Solution system source code to
implement the functionality defined in Section 4.5.1 of this SOW. Also referred to as "System Modifications" or
"modifications".
"Interfaces" are those changes made to The City of Lubbock Banner Solution system source code to imple-
ment the functionality (linkages to external software systems) defined in Section 4.5.2 of this SOW. Also re-
ferred to as "System Interfaces" or "interfaces".
"Customizations" are those Modifications and/or Interfaces made to The City of Lubbock Banner Solution.
Also referred to as "Customization".
"Cutover" the period of time beginning with final conversion, working towards production processing, including
successful completion of Integration (Acceptance) Testing (in accordance with the definition below) and ending
with the Go -live Declaration deliverable.
"Data Cleansing" — this customer task is the process of correcting all invalid data items in the legacy data-
base.
"Data Conversion" The process of transporting data from the legacy system into the relational database of
The City of Lubbock Banner Solution so as to create from such data complete, valid, and accurate records in
the new database.
"Date of Certification" The date on which the City of Lubbock Banner Solution is certified by SCT as opera-
tional for Functional Training.
"Change Request" is defined as any request for a change to this SOW as specified in Section 5 of this SOW.
"Code Drop" — is the term used to label a logical deliverable grouping of one or more Modifications and/or In-
terfaces.
"Deliverable" shall mean the documents and /or materials identified in Section 8 of this SOW.
"The City of Lubbock Banner Solution" — this term describes the complete baseline application suite li-
censed to The City of Lubbock under the License Agreement (i.e. it excludes the Modifications and Interfaces),
and includes baseline Version 2.2.2 of Customer Information System (CIS), Customer Contact System (CCS),
Electronic Work Queue (EWQ), Target +and WEB Access.
Installation Verification Test (IVT) — A test of key functionality performed as set forth in Section 8, Deliverable
13, and as described below, to verify that a new code drop will not create an abnormal job ending that could
impact testing. This functional test will be conducted by SCT and comprised of the following:
accessing the delivered forms to verify that there is not an abnormal job ending for that module.
execution of the delivered process to verify that there is not an abnormal job ending for that module.
2 SCT / City of Lubbock CONFIDENTIAL
"Integration (Acceptance) Testing"means testing to be conducted by The City of Lubbock as described in
Section 4.6 hereof in accordance with Test Plans/Cases to be developed by The City of Lubbock to verify that
the Modifications and Interfaces, when executed in association with the execution of The City of Lubbock Ban-
ner Solution, will operate in substantial conformity with the functional specifications.
"License Agreement" means that certain Software License and Services Agreement between the parties
hereto dated July , 1999.
"Severity 1 Error" An application is unusable or inoperable. The application has demonstrated a complete
failure causing total loss of function or program or destruction or loss of data creating a critical impact on the
business and/or end users. No workaround exists and testing or Production processing cannot continue until
the correction is in place.
"Severity 2 Error" A function or application is materially restricted. The application demonstrates a failure
preventing the normal use of certain material function(s) within a module (for example, a SCT Banner Form or
batch program, known as a process). A workaround is available for a limited duration and must be negotiated
and agreed to by those areas performing or affected by the interim process; provided, however, that the parties
shall negotiate in good faith with respect to the aforementioned workaround and the required con-
sent/agreement shall not be unreasonably withheld or delayed where such workaround is a reasonable and
practical one. Testing or Production processing can continue but will be limited until the correction is in place.
Examples include: 1) requests to view selected data result in data presented incorrectly, 2) certain combina-
tions of data causing abnormal job endings when adding data to a database, and 3) certain types of processing
cannot be done.
"Severity 3 Error" There is a limitation or defect in a function or application that is not a Severity 1 Error or a
Severity 2 Error. A practical workaround reasonably acceptable to The City of Lubbock is available for an in-
definite period of time.
"Work Effort" means the implementation by the team of The City of Lubbock and SCT as specified in this
SOW.
4. Scope
Based on the requirements of The City of Lubbock, the scope of work effort has been divided into the major
activities (See Sections 4.1 — 4.9 for descriptions). Section 4.10 summarizes the pricing by activity.
SCT has agreed that the aggregate fee for the Implementation Services is $1,923,068 and is based on certain
assumptions to which the parties have agreed, such assumptions which include, without limitation the following:
• The scope of this SOW (See Sections 4.5.1 and 4.5.2) was determined by the Modifications and Inter-
faces identified during the sales process and subsequent deliberations/refinements. This scope ad-
dresses only the number of Modifications and Interfaces requested by The City of Lubbock to meet
their needs.
• This SOW assumes that The City of Lubbock is willing to use procedural approaches to avoid modifi-
cations to the base system where feasible.
• The costs for the Modifications ($158,844) and Interface ($322,462) defined in Sections 4.5.1 and 4.5.2
of this SOW include hours estimates for the following activities: Functional Design, Technical Design,
Modification and Interface Construction, Testing, Software Delivery, and Custom Documentation Deliv-
ery. Customization scope increase in excess of this scope will impact the above, related activities and
will be handled via the change control process at additional cost.
• Customization scope increase will also impact the following activities: Acceptance Test, End User
Training, Production Processing Cutover activities, Post implementation, and the overall duration of the
project. Impacts on these activities and the overall project duration will also be handled via change
control at additional cost.
3 SCT / City of Lubbock CONFIDENTIAL
• For those tasks where SCT is dependent on the completion of City tasks, the City and SCT Project
Managers will assess the impact of any delay in the completion of City tasks caused primarily by the
City and will determine whether change control will be processed.
The City of Lubbock acknowledges that SCT has materially relied on certain City representations regarding the
nature and extent of the work effort in determining the Services to be provided by SCT and the amounts to be
paid by The City of Lubbock under this Agreement. Further, City acknowledges and agrees that, any variation
of the assumptions, including without limitation the substitution of any of the assumed system components,
may impact SCT's ability to provide the Services for the aforesaid fixed price amount.
4.1 Install The City of Lubbock Banner Solution
SCT will install the City of Lubbock Banner Solution (Release 2.2.2) as the base to which the Modifications and
Interfaces are applied. This initial installation will be done by SCT personnel on The City of Lubbock's system,
including documentation, with The City of Lubbock staff assistance. The baseline installation is then certified
by SCT as operational for Functional Training. SCT will provide installation instructions and disks for set up of
the City of Lubbock Banner Solution (baseline system) on the other client machines required by appropriate
personnel within The City of Lubbock. In addition SCT will set-up the first client machine in order to demon-
strate the correct procedures to The City of Lubbock staff. The City of Lubbock is responsible for subsequent
setup of all other client machines and for subsequent installations of future releases.
4.2 Conduct Functional Training
SCT will conduct sessions with The City of Lubbock core team members using the SCT's current training
Methodology. The training sessions are designed to train the core team on the baseline Banner system and to
assist the core team in defining rules and validation data on Banner. The total amount of functional training
weeks is defined in Deliverable 7 of Section 8 of this SOW. For the purposes of functional training, a "Week" is
defined as Monday Sam through Thursday at 5pm, with support to be provided after normal business hours on
Monday through Wednesday on a reasonable, as -needed basis.
4.3 Conduct Technical Training
SCT will conduct its 3 day technical training curriculum (plus one day of Q&A) over the period of one week on
the technical aspects of the City of Lubbock Banner Solution. For the purposes of technical training, a "Week"
is defined as Monday Sam through Thursday at 5pm, with support to be provided by SCT after normal business
hours on a reasonable, as -needed basis. The audience will be three to five members of The City of Lubbock
Information Systems staff who will be involved in the implementation from a technical and data conversion per-
spective.
4.4 Requirements and Scope Analysis
SCT, with The City of Lubbock core team's active participation, will conduct a Requirements Analysis followed
by a Scope Assessment in order to finalize the Scope of the Modifications and Interfaces. The goal of the Re-
quirements Analysis is not only to confirm the initial requirements (from RFP and Sales cycle) defined in Sec-
tion 4.5.1 and 4.5.2 of this SOW, but also to document any additional requirements that arise during Functional
Training and the Requirement user sessions. The Requirements Analysis will be performed concurrently with
Functional Training.
The goal of the Scope Assessment is to confirm the initial scope defined in Section 4.5.1 and 4.5.2 of this
SOW, document (customization options with cost estimates and workarounds) any additional, potential modifi-
cation or interface gaps, and ultimately identify the preferred option (with cost) for each scope item by having
the client sign off on the Scope Document. The Scope Assessment will also be performed concurrently with
Functional Design and conclude no later than 2 weeks following training.
SCT / City of Lubbock CONFIDENTIAL
Any new Modifications or Interfaces not documented in Section 4.5.1 and 4.5.2 will be handled through change
control at additional cost.
4.5 Construction of Modifications & Interfaces
SCT will perform functional design, technical design, programming and testing, and update user documentation
for the Modifications and Interfaces identified in Sections 4.5.1 and 4.5.2 below. The City of Lubbock will be
responsible for maintaining the present characteristics of its non -Banner applications (external systems) as the
basis for design of the Banner Interfaces and for the conformity of those non -Banner applications to the specifi-
cations for such non -Banner applications which are provided to SCT by The City of Lubbock for functional de-
sign. The following is a description of the SCT construction methodology that will be followed for The City of
Lubbock project:
The objective of the functional design phase is to specify the solution to the mutually -agreed -to Modifications
and Interfaces defined in Section 4.5.1 and 4.5.2. During this phase, all parties of the implementation team
(SCT and The City of Lubbock) work to design cost-effective functional solutions to each scope item identified
as "in scope" during the Requirements and Scope Analysis or via change control. A complete functional speci-
fication document for each logical grouping of Scope requirements is produced. The client is required to sign
off on a functional specification before technical design commences.
The technical design phase emphasizes the technical issues of the Modifications and Interfaces. In this phase,
the functional specification documents are analyzed as they relate to associated technical objects. From this,
technical specification documents are created by SCT for the Modifications and Interfaces addressing source
code changes/additions, database detailed design, and the interchange of data/information to/from The City of
Lubbock external systems. The City of Lubbock will not review or sign -off on technical specifications.
During the programming and testing phase, the technical specification documents are used to produce source
code and make database changes that will be delivered as the modified Banner product. Unit testing is also
performed by the programmer analysts.
Documentation for the modified system is also produced during this phase (e.g., Additions to the User's Guide
for Modifications and Interfaces). Such documentation will also include source code and programmer -level
documentation developed in accordance with SCT's standard documentation practices for its baseline products
(including Technical Specifications, Technical Reference Manual, and Data Base Specification) of the Modifi-
cations and Interfaces necessary or appropriate to assist SCT support staff with its migration of those Modifica-
tions and Interfaces to subsequent versions of the baseline Banner software.
The Modifications and Interfaces are delivered in code drops, the number of which are determined during the
technical design phase. The Modifications and Interfaces in each Code Drop are tested by SCT prior to deliv-
ery of each code drop, both as independent elements as well as jointly with other Modifications and Interfaces
delivered in earlier code drops. The purpose of this testing is to ensure that, through execution of test cases
(Deliverable 12), the system Customizations are performing in accordance with their functional specification.
Notwithstanding SCT's internal testing of the Modifications and Interfaces, The City of Lubbock's right to accept
or reject the Code Drops shall be in accordance with the terms of Section S, Deliverable 13.
4.5.1 Scope of Modifications
Attachment B contains a detailed summary of all Modifications included in the Scope of this SOW. It includes
a) a statement of the Requirement(s), and b) a description of the modification approach (i.e. the option that was
priced as part of this fixed price SOW and that will be implemented).
4.5.2 Scope of Interfaces:
Attachment C contains a detailed summary of all Interfaces included in the Scope of this SOW. It includes a) a
statement of the Requirement(s), and b) a description of the interface customization approach (i.e. the option
that was priced as part of this fixed price SOW and that will be implemented).
5 SCT / City of Lubbock CONFIDENTIAL
4.6 Integration (Acceptance) Testing Support
SCT will provide Six (6) consecutive weeks of support during the Integration (Acceptance) Testing period.
Support to consist of but not limited to answering questions, investigating problems, assisting in test case exe-
cution, and general functional/technical consulting. If the Integration testing period extends beyond the 6 week
period defined above, additional consulting support will be provided on a time and materials basis using the
rate schedule defined in Section 11 of this Statement of Work. During this Integration test period, SCT will be
obligated to meet its obligations under Section 12 hereof at no additional charge to The City of Lubbock.
4.7 Data Conversion of Legacy Data
SCT will take the lead on the data conversion with The City of Lubbock being required to take an active role in
providing information regarding The City of Lubbock legacy application. The City of Lubbock will be required
to:
➢ Assist with the data conversion mapping documents
➢ Assist with design of the conversion modules
➢ Provide clean data (i.e. responsible for extraction/cleansing of legacy data through Data Cleansing) as in-
put into the conversion process.
Correct bad legacy data as it is uncovered.
➢ Assist in the testing (i.e. trail conversions) of the conversion,
➢ Assist with the development of the balancing process from the legacy application to Banner
➢ Participate with the production data conversion
➢ Take responsibility for final validation of trial runs and final conversion runs
➢ Sign -off of each of these components
The City of Lubbock will be required to provide at least one technical consultant that is knowledgeable regard-
ing all aspects of its current database. This person will be a full time member of the project. The City of
Lubbock will also be required to provide one knowledgeable database analyst trained on the database compo-
nents of Oracle.
4.8 Production Cutover "Go -Live" Support
SCT will provide on -site adequate functional and technical personnel, including the project manager for 5
working days before Cutover, during Cutover, and for 5 working days after Cutover to assist the City of Lubbock
with its execution of the Cutover plan.
4.9 Post Implementation Support
SCT will provide adequate on -site and/or remote functional and technical personnel to support the post cut -
over activities. The time frame for this support will be two (2) months, with the resources and commitment lev-
els as described in the Project Plan (a full time Business Analyst, a full time Technical Project Lead, a full time
QA Analyst, and a half time Project Manager during Month 1; during Month 2 those individuals all drop to half
time). Responsibilities will include: answering functional questions, investigating and fixing software bugs, re-
testing code, general functional/technical consulting, etc.
SCT / City of Lubbock CONFIDENTIAL
4.10 Pricing by Activity
This section contains the critical SCT activities and the related pricing.
Implementation/Support Services:
Project Management
Fixed Price
$225,750
Initial Project Planning / Initiation
Fixed Price
$21,483
Base Installation / Certification
Fixed Price
$18,228
Requirements and Scope Analysis Phase
Fixed Price
$222,586
DBA Support for Production Instance Set -Up
Fixed Price
$34,720
SCT Systems Test and SCT Assistance with Client Integration Testing
Fixed Price
$233,058
Production Processing Cut -Over Support
Fixed Price
$69,006
SCT Banner Functional Training & Rule and Validation Setup Assistance
Fixed Price
$87,885
Technical Training
Fixed Price
$8,246
Data Conversion
Fixed Price
$325,500
Post Implementation Support
Fixed Price
$195,300
for SCT Banner CIS Modifications ( Fixed Price ( $158,844
for SCT Banner CIS Interfaces I Fixed Price $322,462
5. Changes to this Statement of Work
Request for changes to this SOW which will change the Project Scope must be reviewed and considered as a
change which will be managed as outlined in this section. The investigation and implementation of changes can
result in modification to the Charges or other conditions specified in this SOW. The Change Control Procedure
to be followed is:
A Change Request is a formal statement of the change(s) being suggested to this SOW to document timeline,
cost, and scope issues as well as any other related project issues, which may or may not be a change to the
7 SCT / City of Lubbock CONFIDENTIAL
Project Scope. Either SCT or The City of Lubbock management may initiate a change by submittal of a
Change Request to the other party. The cost of investigating a Change Request submitted by The City of
Lubbock may be billable by SCT at the Time & Material rates listed in Section 11 for change requests outside
the Project Scope upon mutual agreement of SCT and The City of Lubbock Project Managers reached in ad-
vance of such investigation (See Attachment E for Change Control template with investigation sign -off). The
other party has 5 business days to agree to the Change Request. If both parties agree to the change, the
change will be documented, signed by both parties, and becomes an attachment to this SOW. If agreement
does not occur in 5 business days, it is assumed that the Change Request has been rejected.
The Change Request will be evaluated and approved for further action or rejected by the non -initiating party.
Any approved Change Request must include an agreement as to any additional charges to The City of Lubbock
for the implementation of the Change Request (i.e. any charges not already specified in this SOW or which are
different than those in this SOW will be denoted in the Change Request). Any additional services performed by
SCT as a result of a Change Request will be billed on a Time and Materials basis and will require payment to
SCT as set forth in Section 12 of this SOW.
In the event that a Change Request is rejected, neither The City of Lubbock nor SCT shall be obligated to per-
form the changes identified therein. Both parties agree to not unreasonably withhold or delay consent.
The amount of time required to evaluate Change Requests will vary depending on the scope of the request.
S. SCT Responsibilities
SCT will:
a) Provide services, in accordance with the warranties provided herein, and furnish those deliverables for
which SCT is responsible as outlined in this SOW.
b) Participate in Management meetings/conference calls for review, status, and issue manage-
ment/coordination.
c) Provide mechanisms for SCT project personnel to communicate electronically with other project personnel.
d) Provide a project manager with authority and responsibility to commit SCT resources and to negotiate SCT
contract changes to support the project. The SCT project manager will also have authority and responsibil-
ity to act on behalf of SCT for all matters pertaining to the management of the SCT effort required for sup-
port of the project. SCT will work jointly with The City of Lubbock project manager throughout the project
implementation. Specifically, the SCT project manager will:
• Provide day-to-day direction to all members of the project team who are producing SCT deliverables.
• Render written decisions within five (5) business days of receipt of a written request (other than a
Change Request) from The City of Lubbock.
• Administer Project change control in accordance with Change Control Procedures.
• Review Change Requests with The City of Lubbock to determine the impact of the request. Authorize
the Change Request if approved.
• Provide written project status reports as described in Deliverable 1 of Section 8 of this SOW.
e) Provide input and consulting on the following tasks for which The City of Lubbock is responsible: 1) Inte-
gration Testing, 2) accomplishment of the tasks on the Go Live Checklist, and 3) Cutover. Resource esti-
mates will be given in the Detailed Project Plan.
7. The City of Lubbock's Responsibilities
The City of Lubbock will:
8 SCT / City of Lubbock CONFIDENTIAL
a. Provide a Project Manager for escalating contract issues and managing The City of Lubbock resources.
This will include:
• Have the authority and responsibility to commit The City of Lubbock resources, to negotiate contract
changes to support the project, to act on behalf of The City of Lubbock for all matters pertaining to the
management of The City of Lubbock effort required for support of the project, and to work jointly with
the SCT project manager throughout the project implementation.
• Provide day-to-day direction to all members of The City of Lubbock project team.
• Render written decisions within five (5) business days of receipt of a written request (other than a
Change Request) from SCT.
• Administer Project change control in accordance with Change Control Procedures.
• Review Change Requests with SCT to help determine the impact of the request. Authorize the Change
Request if approved.
b. Participate in Management meetings/conference calls for review, status, and issue manage-
ment/coordination.
c. Ensure that the appropriate City of Lubbock personnel are available to review the functional specifications
for systems modifications and interfaces.
d. Ensure that the appropriate City of Lubbock personnel are available to review the SCT deliverables in a
timely manner.
e. For on -site SCT personnel, provide adequate and reasonable facilities containing dedicated work space
with multiple analog phone lines. Provide training facilities including trainee access to product training in-
stance.
f. Provide business area expertise for rule and validation customization.
g. Ensure that The City of Lubbock maintains a baseline, development, and training instance of the City of
Lubbock Banner Solution.
h. Subject to The City of Lubbock's reasonable control, provide remote and on -site access to the baseline,
development, and training instances as required by SCT.
I. In order to move the project from a development to an operational state, a delivery readiness process is
performed. During this time the final end user training is conducted by The City of Lubbock core team.
This is to verify that training materials and support documentation reflect the modified system. The Go -Live
Checklist is also completed and verified. The City of Lubbock is responsible for the delivery readiness pro-
cess, including both the End User Training and the Go -Live Checklist items.
j. Lead and take responsibility for the following tasks with input and support from SCT: 1) Integration Test-
ing, 2) End User Training, 3) completion of the tasks on the Go Live Checklist, and 4) Cutover.
k. The City of Lubbock is responsible for the hardware environment (all hardware and system software re-
quirements), the database environment, the data center environment, the desktop environment, network
environment, production processing (Operation of the City of Lubbock Banner Solution, job scheduling,
disaster recovery, backup/recovery, etc.), and The City of Lubbock organizational readiness (change man-
agement) issues.
SCT / City of Lubbock CONFIDENTIAL
■
8. Deliverables
All deliverables under this SOW will be provided in accordance with the Project Plan and will be governed by
SCT's standard methodologies and practices (i.e. task objectives/activities, deliverable document template
formats, coding standards, and general practices/procedures).
For the purpose of this SOW, electronic media will be MS word 6.0 or 7.0 for text and MS Project95 for Project
plans.
The deliverables are discussed in detail in the tables that follow.
1.
2.
Training Guides
To provide Training Guide handouts in support of the training classes, including
those conducted by The City of Lubbock's trainers. Customer is responsible for
providing additional copies as needed.
Description of the functions of the City of Lubbock Banner Solution
tesponsii SCT
Participi tiles, ` SCT Project Manager, SCT Trainer
mpieic�'(#frt` This deliverable will be complete upon receipt by the City of the CD of the train -
la IV ing guide handouts. (SCT agrees to complete this Deliverable not later than the
Mg`��' ` ' `; date of certification of the City of Lubbock Banner Solution).
The deliverable will be presented in CD and hard copy format.
10 SCT / City of Lubbock CONFIDENTIAL
1— w 1.- 1 1 -.e ,. a
3.
pD
el�v F bleamee Detailed Project Plan
EE E ; ,E
Purp i `m E To provide the detailed information in support of the timely, cost effective deliv-
M WIN5 ery of the elements in the SOW
A detailed task list, including schedules, and resource assignments
espi SCT
PartiCkpratslRolet3'„„}i z SCT Project Manager and The City of Lubbock Project Manager
This deliverable will be available in MS Project
Delivei (e Num '; m 4.
Deliva Ie'Narn�` Detailed Data Conversion Strategy/Mapping Document(s)
To provide a detailed description of the activities to be executed by the respon-
sible participant for populating Banner with The City of Lubbock's legacy data,
including a map of the The City of Lubbock legacy system data structure to the
Banner database
00
oMen ; A narrative document (Conversion Technical Specification) describing the ap-
proach to be taken to convert and cleanse The City of Lubbock's legacy data
and migrate it to the new the City of Lubbock Banner Solution together with a
Conversion Ma Aping Cross Reference and the testing philosophy and checklists
�(verification scripts and reports to be run) as documented in SCTs standard
R . N�
�RN, `.., Conversion Methodology.
RU
SCT
SCT and The City of Lubbock Data Conversion team.
This deliverable will be complete when delivered to and accepted by The City of
Lubbock as conforming to the Content requirement for it.
This deliverable will be available in hard copy and electronic media
De Numbir ;
5.
;Delivlsrli�e +Iam"
Data Conversion Executable Module(s)
Purpo RINI "3° E:
To provide code that will populate the Banner CIS application data tables (not
4 F MZ
;r"3: ji
support / rule tables).
Conten Mi
Source code to perform the conversion of the legacy data into the Banner CIS
.E
application tables.
Resp riot All1 7,77. �, :y'
SCT
11 SCT / City of Lubbock CONFIDENTIAL
�.('
Part(pIptslRole ; , SCT and The City of Lubbock Data Conversion team
+l tom rt CAter� This deliverable will be complete when delivered to and accepted by The City of
Lubbock. Two equal payments will be tied to this deliverable, 1) the first when
3}�� the initial code drop of the conversion code is delivered and accepted in accor-
iEE€3i553°i I€ ` dance with Section 9b of this SOW and 2) the second when SCT has demon-
strated during Integration Testing or during Cutover that the code converts leg-
acy data into the Banner CIS application tables.
Source Code
71
;eliv;irbl Narne,,;1;!I Installation of the City of Lubbock Banner Solution version.
Purp
ii i 1f ;
Install the City of Lubbock Banner system, on which all modifications and inter-
€"
faces will be built, on The City of Lubbock production hardware.
_contftWjU
The City of Lubbock Banner Solution. This includes the installation instructions
and diskettes for the client machines
.Respar' °ability"9;,}'„ SCT
Paolfe Installer, Functional Trainer, The City of Lubbock IT installer
m eir This deliverable is considered to be complete when the City of Lubbock Banner
i Solution has been installed and the SCT normal Installation certification process
iEN €a i;,'f i has been completed.
€
Delhi 6le Banner application code will be placed on The City of Lubbock hardware (the
ft_ server and one client machine).
e 3 r r
Oelt :t le
Functional Training Classes
Purpt+�
To provide functional training for the City of Lubbock Banner Solution to appro-
"_ i
,3 , tWil, , -
ate personnel designated b The City of Lubbock.
P P 9 Y tY
ion I ff'Nj
Classroom setting consisting of lecture and hands-on practice training (i.e. Ban-
`iI�,f��� 3
:w)'th
ner CIS (9 weeks with 1 trainer): Target + and Customer Web Access (1 week
trainer): Banner EWQ & CCS 2.2.2 (1 with trainer)): For the
week purposes
ry
Functional training, a "Week" is defined as Monday Sam through Thursday at
MIRof
5pm.
.,
Resp I1 blllty =3:
t
SCT
"n3 �
Parti% t�ts/Ro16O Hi y
SCT Trainers, The City of Lubbock Core Team
e�pn�te
This deliverable is considered to be complete with respect to a particular func-
�P. P
tional training area when the applicable number of training weeks have been
4k
provided and, with respect to the JIT Banner CIS 2.2.2, the members of the
€ i
�11; 3,�1 1 , , '
training class have demonstrated a satisfactory knowledge of the base system
a IRV,,
and all additional functionality, as evidenced by 80% of all members of the
training class who have attended at least 85% of the training classes achieving a
passing score on the applicable certification exams developed by SCT. In the
event that such competency is not attained, The City of Lubbock can schedule
12 SCT / City of Lubbock CONFIDENTIAL
additional training through the change control process on a time and materials
=_ f
basis using the rate schedule in Section 11 of this SOW.
Miuelj' lble Pare ' ,
Documentation in hardcopy format
8.
Technical Training Class
To provide technical training for the City of Lubbock Banner Solution to appro-
priate the City of Lubbock IT personnel.
One Week (includes 3 day curriculum with 1 trainer) of classroom setting con-
sisting of topics relative to the structure and design of the system, such as
naming conventions, SCT Banner database Layout, SCT Banner tables and
their relationships. For the purposes of technical training, a "Week" is defined
as Monday 8am through Thursday at 5pm.
SCT
SCT Technical Trainers, The City of Lubbock IT and data conversion staff
This deliverable is considered to be complete when the one week of technical
training is provided.
Documentation in hardcopy format
9.
Requirements Document
To confirm the initial requirements (from RFP and Sales cycle) defined in Sec-
tion 4.5.1 and 4.5.2 of this SOW and to document any additional requirements
that arise during Functional Training and the Requirement user sessions.
A document defining the known business requirements of The City of Lubbock.
10.
Scope Document
Purp�'6'i'
To confirm the initial customization scope defined in Section 4.5.1 and 4.5.2 of
IE
S`€:
this SOW and document any additional, potential modification or interface gaps.
P
't
P' ,
Also to conclusively identify the preferred option (with cost) for each scope item
3`
(i.e. gap).
oht� i`
A document defining how the business requirements not satisfied by the base-
z � � i �
ii §
line Banner software will be implemented i.e. high level modification or work
13 SCT / City of Lubbock CONFIDENTIAL
around description).
SCT
SCT Business and Technical Analysts, and The City of Lubbock Subject Matter
Experts
The Scope Document shall be considered complete when delivered to and ac-
cepted by The City of Lubbock containing descriptions of the Modifications and
Interfaces identified in Sections 4.5.1 and 4.5.2.
This deliverable will be available in hard copy and electronic media
�3eh� ��ble il�tiYmh��h 11.
ellrel+ible Name,'„i`. Functional Specifications for each Modification.
SCT
SCT Business and Technical Analysts, and The City of Lubbock Subject Matter
Experts
Each Functional Specification shall be considered complete when delivered to
and accepted by The City of Lubbock as conforming to the descriptions in Sec-
tions 4.5.1 and 4.5.2, and the Scope Document
This deliverable will be available in hard copy and electronic media
12.
l.,Deifiib'i ble N6me' °i'' i Esl"I Test Plan and Test Case for each Modification and Interface. I
Resp`oltatibiility i, ; ,;1 SCT
` '`' SCT Business Analysts, Quality Analysts and Programmer/Analysts, and The
pam' '01p ntslRole Ys tY Ys
w i City of Lubbock analysts
om)pnsrlte Each Test Plan and scenario shall be considered complete when delivered to
I,Y,3 ,
,, and accepted by The City of Lubbock as conforming to the Content requirement
14 SCT 1 City of Lubbock CONFIDENTIAL
' for it.
pe>C�ar"�»wq This deliverable will be available in hard copy and electronic media
13.
Code Drops
Plarp ..k rTo provide code for the Modifications and Interfaces that can be tested and
t evaluated by The City of Lubbock to validate conformance to functional specifi-
`'; Ef cations and test scenarios.
�Cotst Source code to perform the function specified for the Modifications and Inter-
. faces included in the code drop
SCT.
SCT Technical Analysts and Programmer/Analysts. (SCT will install the first
drop with The City of Lubbock monitoring. The City of Lubbock will install the
second drop with SCT monitoring, The City of Lubbock will perform all the re-
maining installations, including the Installation Verification Test. However, The
City of Lubbock shall perform such testing under the guidance of SCT.).
Each Code Drop is considered to be complete when (i) initially installed in The
City of Lubbock environment, (ii) SCT demonstrates that the Installation Verifi-
cation Test has been executed successfully and (iii) when such Code Drop
meets all criteria set forth in Section 9(b).
All code in both source and associated source code documentation in electronic
format.
14.
Final Test Report and Signed off Test Cases
Resp'.,`la;( illty . ` g SCT
Party, "'. Robe ', !' Business Analyst, QA Analyst
pn�te This deliverable is considered to be complete when 1) the Final testing has been
R g executed, 2) no Severity 1 or Severity 2 Errors exist in or are caused by a Modi-
�'t fication or Interface developed by SCT hereunder, and 3) the Final Test Report
has been delivered and the test plans and cases (provided under Deliverable 12
„I above have been accepted in accordance with the terms of Deliverable 12.
Lpo#i , le I This deliverable will be available in hard copy and electronic media
15 SCT / City of Lubbock CONFIDENTIAL
15.
:Defivkife:Name`i:;i Custom User Documentation I
17eltveriiieType,, Documentation supporting Modification or Interface
To provide Updated User Documentation reflecting Modification and Interface
changes.
Cont
�t ;w
The Banner CIS User Guide will be updated to reflect new functionality (descrip-
,`�
WAJ,g
tions of new functionality, updated form, report, and input parameter snapshots).
f3esp�i�pibllifr �;';; SCT is responsible for the completion of this deliverable
-
>id iantRoie� SCT Technical Writers
Com0e'#6n Crtterto l`ei, Delivery of Custom User Documentation is considered to be complete when the
t° 1,11i` Custom User's Guide has been delivered to and accepted by The City of
Lubbock as conforming to the Content requirement for it.
k qv
D IIlixl3 �e�ofrm „ This deliverable will be available in hard copy and electronic media.
16.
Go -Live Declaration Letter
To communicate that The City of Lubbock is into normal production.
A document confirming 1) that Integration (Acceptance)Testing has been suc-
a°g,El
cessfully completed in accordance with its definition. 2) that the City has proc-
.€
i 1,j °a
essed 2 billing cycles with no more than 10 percent exceptions to those billing
cycles and the remaining 90 percent will have correct bills produced, and 3) that
J F
no Severity 1 or Severity 2 error exists in or is caused by a Modification or In-
,�
terface developed by SCT hereunder. The document will be signed -off by SCT
and accepted by The City of Lubbock Project Manager in accordance with Sec-
tion 9 below.
es ility SCT Project Manager and The City of Lubbock Project Manager
Partt plts/Ro11esgti,(;' The SCT and The City of Lubbock Project Managers
Corn 8)t�h Criter G� E Delivery of the letter will occur at the completion of the Cutover period. In the
4€, event that The City of Lubbock does not go live with or utilize the City of
F Lubbock Banner Solution in normal production for reasons other than SCT s
a failure to perform its obligations under this SOW, then The City of Lubbock shall,
Rik
�,Rffi' in such event, treat this Deliverable as completed by SCT.
ieh�rere P+rmaitih;? This deliverable will be available in hard copy
a... w. �, �,..-
9. Acceptance Criteria
(a) General. The acceptance criteria set forth in this Section 9 shall apply and govern with respect to each De-
liverable identified in Section 8 above in which acceptance thereof is required by its terms. SCT will notify The
City of Lubbock when each Deliverable has been completed and delivered to the City of Lubbock. The City of
Lubbock shall inform SCT in writing within five (5) business days following SCT's notification and delivery to
is SCT / City of Lubbock CONFIDENTIAL
The City of Lubbock, if The City of Lubbock believes SCT has not satisfied the Completion Criteria set forth in
Section 8 above with respect to such item. To the extent that The City of Lubbock rejects a Deliverable, it shall
specify the reasons therefore to a reasonable level of detail and such reasons must be based specifically on
SCT's failure to satisfy the requirements set forth in this SOW and, particularly, the descriptions set forth in
Section 8 above.
If SCT does not receive written notice within the 5-day period specified above, all obligations of SCT as outlined
in section 8, "Deliverables" regarding the Deliverable in question (except ongoing warranty obligations) will be
deemed satisfied and the Deliverable will be deemed accepted.
(b)For the acceptance of Code Drops, The City of Lubbock will perform internal testing on all Code Drops in
addition to the Installation Verification Test to validate that the functionality in the code drop substantially con-
forms to the functional specifications as evidenced by substantial conformance to the expected results of those
test plans/cases governing the independent or "stand-alone" testing of the Modifications and Interfaces. The
code drop will be deemed accepted when the criterion above has been satisfied or The City of Lubbock has
failed to notify SCT that the criterion has not been met (such notice to be in the form specified in Section (a)
above) within five (5) business days following successful completion of the Installation Verification Test unless
the deficiency is caused by the original correction. The City of Lubbock may continue to test each code drop
beyond the 5 day period specified above, for purposes of identifying errors, integration testing, learning system,
and developing business processes and training materials, but such additional testing shall not affect the ac-
ceptance specified hereunder.
(C) Following a written notification to SCT during the 5 day testing periods described above that a Deliverable
fails to meet the governing acceptance criteria, then, SCT shall be obligated to remedy the identified deficiency
and provide a Deliverable which meets its goveming acceptance criteria described in Sections 8 and 9 hereof.
Following the re -delivery by SCT of the remedied Deliverable, then The City of Lubbock shall again be provided
the aforedescribed 5 day testing period to verify the originally documented deficiencies, as applicable and the
provisions of Section 9(a) and 9(b) above shall control the acceptance thereof. For any re -delivery, the proce-
dures in Section 9(b) above shall apply, but SCT will not be required to remedy any deficiency other than those
originally identified in conformity with Section 9(b), unless the deficiency is caused by the original correction, for
the payment milestone to be satisfied.
The Acceptance Criteria described in this Section 9 shall not expand, reduce or otherwise affect SCT's war-
ranty obligations described in Section 12 below.
10. Contract Completion Criteria
SCT will have fulfilled its obligations under this SOW on the sixtieth (60th) calendar day following the delivery of
the Go -Live Declaration Letter (Deliverable 14) and when all of its obligations have been performed in accor-
dance with the terms of this SOW or such performance has been waived in writing by The City of Lubbock. At
this time normal maintenance support will apply in accordance with the Technical Currency Agreement.
11. Charges and Payment
SCT WILL PROVIDE THE SERVICES AGREED TO IN THIS SOW ON A FIXED PRICE SCHEDULE.
SCT will invoice The City of Lubbock for the following Deliverables in accordance with the following schedule at
the completion or acceptance, as applicable, of the Payment milestones listed in the table that follows. If any
deliverables that milestones are based on are broken into phases or split up, the SCT and The City of Lubbock
Project Managers will mutually agree to a more detailed payment schedule within the Payment Milestone (i.e.
Payment Milestone I, II, III, etc.) based on the deliverable breakdown. In no instance will payments be reallo-
cated between the Payment Milestone categories (i.e. Payment Milestone I, II, III, etc.) or removed from the
initial payments. Travel and living expenses are not included here and will be billed monthly.
17 SCT / City of Lubbock CONFIDENTIAL
jetoneWok
Cost If,
itl
I. Project Management
$247,233
Payable in 14 equal monthly
installments of $17,660 begin-
ning on the 28th day of the
Effective Date month and on
the 28th day of each month
thereafter.
11. Installation of the Lubbock Banner Solution (2.2.2 Re-
$68,226
Payable upon satisfaction of
lease) (Deliverable 6)
the Completion Criteria set
forth in Section 8, Deliverable
6 for indicated item.
III. Delivery of Training Guides (Deliverable 2)
$30,000
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
2 for indicated item.
IV. Functional Training Classes (Deliverable 7)
$187,885
A. SCT Banner CIS
$127,885
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
7 for indicated item.
B. Target+, CWA
$30,000
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
7 for indicated item.
C. EWQ & CCS
$30,000
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
7 for indicated item.
V. Technical Training (Deliverable 8)
$6,727
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
8 for indicated item.
VI. Requirements Document (Deliverable 9)
$102,620
Applicable itemized amount is
payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
9.
VII. Scope Document (Deliverable 10)
$46,311
Applicable itemized amount is
payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
10.
is SCT / City of Lubbock CONFIDENTIAL
Vill. Functional Specifications for Modifications and Inter-
$143,435
Applicable itemized amount is
faces (Deliverable 11)
payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
11.
IX. Test Plan and Test Case for Modifications and Inter-
$143,435
Applicable itemized amount is
faces (Deliverable 12)
payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
12.
X. Code Drops (Deliverable 13)
$285,356
Applicable itemized amount is
payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
13.
XI. Detailed Data Conversion Strategy / Mapping Docu-
$162,760
Payable upon satisfaction of
ment(s) (Deliverable 4)
the Completion Criteria set
forth in Section 8, Deliverable
4 for indicated item.
XII. Data Conversion Executable Module(s) (Deliverable 5)
$162,760
Payable in two equal payments
of $81,375 as set forth in Sec-
tion 8, Deliverable 5 for indi-
cated item.
XIII. Final Test Report (Deliverable 14)
$43,170
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
14 for indicated item.
XIV. Custom User Documentation (Deliverable 15)
$43,170
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
15 for indicated item.
XV. Go -Live Declaration (Deliverable 16)
$50,000
Payable upon satisfaction of
the Completion Criteria set
forth in Section 8, Deliverable
16 for indicated item.
XVI. Completion of Contractual Obligations
$200,000
Payable when all Deliverables
requiring acceptance in Sec-
tion 8.0, "Deliverables" have
been accepted in accordance
with Section 9.0.
[
I�£ifM� Ys E
Q
y 1 g P
i''r
If additional work is required beyond the Project Scope, Change Control Procedures will be utilized to manage
the required changes and determine the additional charges and associated time frames requested for those
additions/changes.
19 SCT / City of Lubbock CONFIDENTIAL
This additional work will be billed on a time and material basis using the rates outlined below and will be billed
monthly as incurred. SCT will not increase these rates to The City of Lubbock for twenty-four (24) months ef-
fective from the effective date for this Statement of work.
y� & f 3 Rate
ISy yy "a
Installer $175.00/h
Functional Trainer
$175.00/h
Project Manager
$275.00/h
Business Analyst
$225.00/h
Technical Project Lead
$2OO.00/h
Auditor (Documents)
$175.00/h
QA Analyst
$175.00/h
Programmer Analyst
$175.00/h
Technical Writer
$175.00/h
Technical Consultant
$2OO.00/h
Programmer -Conversion
$175.00/h
Technical Trainer
$175.00/h
12. Warranty
For purposes of the warranty provided for the source code for the Modifications and Interfaces developed by
SCT hereunder, the "Completion Criteria" means that the functionality in the source code of the Modifications
and Interfaces substantially conforms to the applicable functional specifications and test plans/cases.
SCT warrants that the source code developed by SCT will meet the completion criteria set forth in this State-
ment of Work on the date SCT delivers the source code to The City of Lubbock. SCT further warrants that the
source code will continue to meet the Completion Criteria in connection with the version of the baseline on
which the applicable Modification or Interface was built for a period of 60 calendar days after the Go -Live Dec-
laration Letter is delivered. The City of Lubbock's exclusive remedy against SCT for failure of the source code
to continue to meet the Completion Criteria during such period will be the warranty described in this section.
In a manner considered timely in the software development industry in light of the severity of the problem at
issue, SCT will adjust the source code if it fails to meet the Completion Criteria during the warranty period or, to
the extent that a mutually agreed plan exists during the warranty period as otherwise specified herein, SCT will
adjust the source code in accordance with such plan (which may result in a code fix being provided following
the warranty period). SCT may alternatively provide a reasonable and practical work around so that the City
may use a Modification or Interface in accordance with its functional specifications. SCT does not warrant that
the source code will operate uninterrupted or error free. If SCT is unable to so adjust the source code, the City
may seek the remedies available under the Software License & Services Agreement.
The City of Lubbock will follow problem determination, problem analysis and service request procedures pro-
vided by SCT.
The foregoing warranties do not apply if the source code does not meet the Completion Criteria due to:
• Changes in The City of Lubbock's use of the source code
20 SCT / City of Lubbock CONFIDENTIAL
• Modification, alterations, or attachments to the source code subsequent to its delivery by SCT or the City's
failure to implement changes to the source code provided by SCT to correct the applicable defect
• Changes in the source code's operating environment; or
• Accidents, disaster, neglect or misuse
13. TERMINATION OF SERVICES
Upon written notice, either party may terminate this SOW in the event of a material breach by the other. How-
ever, the party seeking termination will provide the other party with sufficient, reasonable written prior notice of
such material breach and the opportunity to cure it, as follows:
1. In the event of a failure to pay any amount due and payable under this SOW when due, at least 20
days after receipt of written notice.
2. In the event of any other material breach, at least 10 business days after receipt of written notice. If the
nature of any non -monetary breach is such that it would be unreasonable to expect a cure within a 10-
business day period, the breaching party shall be given an additional 10 business days to cure such
breach.
3. In the event the material breach is not cured within the periods specified above after delivery of the no-
tice, the non -breaching party may terminate this SOW in writing as of the date specified in such notice
of the termination. Subject to the limitations of the Software License & Services Agreement, the termi-
nating party shall have all rights and remedies generally afforded by law or equity.
14. GENERAL
When this contract requires performance by SCT or The City of Lubbock employees or subcontractors on the
other party s premises, the performing party shall carry and maintain Worker's Compensation Insurance and
Automobile Liability Insurance. This insurance must cover its employees and subcontractors engaged in such
performance in amounts no less than required by law in the applicable location.
The relationship of SCT to The City of Lubbock shall be that of an independent contractor. Neither SCT nor
any of its employees shall be held or deemed in any way to be an agent, employee or official of The City of
Lubbock. SCT shall be responsible for, and hold The City of Lubbock harmless from any liability for unem-
ployment taxes or contributions, payroll taxes or other federal or state employment taxes, and worker's com-
pensation insurance coverage as may be required by law.
21 SCT / City of Lubbock CONFIDENTIAL
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS STATEMENT OF WORK, UNDERSTAND
IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE
THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES
RELATING TO THE SERVICES DESCRIBED HEREIN CONSISTS OF 1) THIS STATEMENT OF WORK, 2)
ITS ATTACHMENT(S), 3) ANY CHANGE AUTHORIZATION(S), AND 4) ANY AGREEMENTS REFERENCED
HEREIN. THIS STATEMENT OF THE AGREEMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR
AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATING TO THIS SUBJECT.
Windy i on V
Mayor
August 12, 1999
Date
S-a-99'
Date
Approved As To Content:
By
Shar ett Chowning
Information Technology Manager
_q I- �� %
Date '
Accepted by:
SCT Utility S terns
By 4/
Authorized Signature
Date Name (Type or Print)
Teldata, Inc.
By ka�-
Date V2 (Q S Name (Type or Print)
Date jr& jqe) . Name (Type or Print)
Approved As To Form:
By
William de Haas
Competition and Contracts Manager
.?AL.59
Date
22 SCT / City of Lubbock CONFIDENTIAL
Attachment A - Sample Project Plan
e Project Plan for Lubbock
eject Management
item Implementation
Project Initiation..............................._...._._--.---_...__-__.._.___..-._._
Install / Certify Basestem-
BaseSystem Functional Training_____
Technical Training
Requirements / Scope Mods & Interfaces
Construction for Modifications
Construction for Interfaces
DBA Sup -port for Production Instance Set-U
Data Conversion
_..._._.._.._........_........_............_....-........._............... ......... -........................... .................. __...... .......... __............ -..........
System Testing (SCT)
Integration Testing ( Client j
Production Processing Cut -Over Client
LIVE Processing
Post Implementation
23 SCT / City of Lubbock CONFIDENTIAL
������U�,��� ������N������������s
Attachment '-- -- -~__n~ ~.. .-'~.~~-.-.~~_-'
The table below includes adetailed summary ofall Modifications included in the Scope of this SOW. It in-
cludes a) a statement of the Requirement(s), and b) a description ofthe modification approach U'e'the option
that was costed as part of this fixed price SOW and that will be implemented).
IN
M26
Modify system to allow for a different early
Modify the account to hold a Bank Draft discount
pay discount for bank draft customers.
rate code. Modify payment application process to
look at the account to see if this rate is populated
and if so, utilize this account discount rather than
the rate discount.
M32
Modify the Meter Reading Exceptions form so
Create a new table. When a meter reading excep-
that when the clerk enters an action of "S" to
tion is worked and the action taken generates a
generate a service order, that exception is not
service order, (actions S, ES, or RS) the Meter
removed from the form.
Reading Exceptions form will write a row to this new
table, copying the information from the Meter
Reading Exception table, and the service order
number that was created for that exception. Create
a new form that is similar to the Meter Reading Ex-
ceptions form. This form's purpose is to display the
relevant data that caused the service order to be
generated. Modify the Service Order Close form to
delete the row f rom the new table when the relevant
service order is closed. Modify the Service Order
Status Change form, UCASVCN to delete the row
from the new table when the relevant service order
is cancelled. A message will be provided waming
the user that canceling the service order will delete
the row from the new table.
M41
Calculate the late payment amount at bill calc
Modify Bill Print process. Add logic that calculates
and feed to bill print program.
the penalty amount on each open item based on the
penalty associated with the rate and write this total
to the bill print flat file.
24 SCT/City of Lubbock CONFIDENTIAL
Attachment C — Scope of Interfaces
The table below includes a detailed summary of all Interfaces included in the Scope of this SOW. It includes a)
a statement of the Requirement(s), and b) a description of the interface customization approach (i.e. the option
that was costed as part of this fixed price SOW and that will be implemented).
escrlptfa�k3W%
Ilk
15
UnisysDP 500 Item Processor. This is a
Banner has a standard cash remittance
a interface. It
batch file transfer from the cash item proces-
is assumed that some modification will be required
sor to the City's pending cash file that occurs
to this interface in order to get it to conform to the
once a day.
City of Lubbock's requirement.
16
SII Cashiering System. This system is a DOS
Banner has cashiering functionality within its Cash
system that the City runs under Windows in a
Remittance feature. A custom interface is required
DOS box. It has been customized to do
to replace that functionality with a real-time interface
screenscraping from the Cash entry screen
to a third party cashiering system.
on the host system. This system will be re-
placed by the SII Cashier for Windows sys-
tem when Banner is installed. The windows
interface is currently undefined, but will func-
tion similarly to the current interface, i.e., it will
accept cashier payment, adjustment, etc.
transactions, post them to a pending cash file,
return the balance and respond to account
inquiries.
18
J.D. Edwards financial system
Banner has a standard interface to G/L. It is as-
sumed that some modification will be required to
this interface in order for it to conform to the City of
Lubbock's requirement.
19
J.D. Edwards Accounts Payable system. This
Moderate one way interface.
would be a one-way interface, including the
information from Banner for deposit refunds
and credit final refunds. No information re-
garding check number, check date, etc. is
required back from JDE. Please use your ex-
perience from other clients for this interface to
JD Edwards.
26 SCT / City of Lubbock CONFIDENTIAL
110
Carolina Software "Wasteworks° for landfill
Simple one way interface
charges. Carolina will calculate the charges
and pass through the interface, once a
month, two charges per account (50 to 100
accounts). CIS must place these charges on
the bill and record them in history. Lubbock
may want to create a service for Landfill, and
then load these charges into the rate for that
service. This will be a batch file transfer from
the landfill software system to the pending
cash file. This will occur once a month for
each hauler account. This interface has not
been defined but will probably work the same
as the Cash Item Processor.
112
Radix Meter Reading System. This is a batch
A custom modification is required to modify the
file transfer that occurs at the end of the
standard interface record layout to the format re -
nightly processing to produce the routes for
quired by the Radix Meter Reading System.
the next day and once in the afternoon to en-
ter the readings from the handheld comput-
ers.
26 SCT / City of Lubbock CONFIDENTIAL
Attachment D - Sample Monthly Status Report
Memorandum
To: (Clients Name) TELEFAX
From: (Project Manager's Name)
CC:
Date:
Re: Banner Monthly Implementation Status
(Client' Name),
A high level status of your Banner CIS implementation follows. It provides information on accom-
plishments, current activities, change requests, scheduled activities, open issues as well as concerns
up through Month 199X. I have also attached a copy of the spreadsheet detailing the amounts you
have been billed as well as the associated retainage. If you have any additions or corrections, please
let me know.
Sincerely,
(Project Manager's Name)
27 SCT / City of Lubbock CONFIDENTIAL
Banner Implementation Monthly Status Report — (Account Name) (Account #)
As of Mmmm DD,19YY
Proiect Overview:
SCT's current focus on this project is to ......................
Expected Accomplishments This Month:
Modifications:
1.
General:
1.
Actual Accomplishments This Month:
Tasks Completed:
1.
Issues and/or Problems Resolved:
1.
Noteworthy Decisions:
1.
Chanye Requests Processed this Period:
1.
Variance From Proiect Plan:
1.
Issues and/or Problems:
Outstanding Issues and/or Problems from Last Month:
1.
New Issues and/or Problems:
1.
Activities Scheduled for Next Month:
Modifications:
1.
General:
28 SCT / City of Lubbock CONFIDENTIAL
1.
Concerns:
1.
Banner Implementation Weekly Status Report — (Account Name) (Account #)
As of Mmunm DD,19YY
Status Items This Week:
Tasks In Progress:
1.
is
1.
Tasks Completed:
1.
Issues and/or Problems Open:
Issues and/or Problems Resolved:
Noteworthy Decisions:
1.
Variance from Proiect Plan:
2.
Concerns:
29 SCT / City of Lubbock CONFIDENTIAL
Attachment E — Sample "Change Control" Document
For internal use only
E
P
I
C
SCT Change Control Form
Project Name:
Date Requested: I Requester:
Approval for investigation at TO rates:
SCT PM:
City PM:
Client Reference C
❑ Custom ❑ Base
Project Phase / Reference Document #:
Basis for Change:
❑
Scope
❑
Scope
❑
Resource Allocation
❑
Project Definition
❑
System Environment
❑
Functional Design
❑
Subsystem Interface
❑
Technical Design
❑
Procedure/Policy
❑
Construction
❑
Resolution of Issues
❑
Testing/QA
❑
Project Assumptions
❑
ESS
❑
Regulatory Requirements
Description/ Justification:
❑ Approve
Signature
❑ Cancel
❑ Defer
Date
SCT Signature I Date
30 SCT / City of Lubbock CONFIDENTIAL
SCT Signature Date
Impact Analysis
Analyst Assigned:
Target Date:
Estimated Hours. by Obiect:
Impact on Budget / Charges or Credits:
Impact on Delivery Dates / Agreed -Upon Payment Dates:
Impact if Change Reauest is Denied:
Document Change Log
Document
Assigned To
Date
Due
Completion
Comments
Technical Spec
Functional Spec
Proj Definition
Release Notes
User Doc
31 SCT / City of Lubbock CONFIDENTIAL
Resolution No. 6464
Aug. 12, 1999
Item No. 83
TECHNICAL CURRENCY AGREEMENT
TELDATA, INC.
35 East Wacker Drive
Suite 1600
Chicago, Illinois 60601
("Licensor")
and
THE CITY OF LUBBOCK TEXAS
916 Texas Avenue
Lubbock, Texas 79401
Telephone Number: 806/775-2373
FAX Number: 8061
("Licensee")
THIS AGREEMENT is made between LICENSOR and Licensee on the Commencement Date of August
12 , 1999.
LICENSOR and Licensee have entered into a Software License and Services Agreement with an Effective
Date of August 12, 1999(the "License Agreement") for the Licensed Software. Licensee desires that
LICENSOR provide Maintenance and Enhancements for and new releases of the Baseline Licensed
Software identified in Exhibit 1 on the terms and conditions contained in this Agreement. Accordingly, the
parties agree as follows:
1. IncgMoration By Reference. Sections 1
(Definitions), 8 (Confidential Information), 11
through 15, inclusive Notices, Force Maieure,
Assi ng ment, No Waiver and Choice of Law;
Severabilitv, respectively) and 17 (Non -Hiring of
Employees) of the License Agreement are
incorporated into this Agreement by this reference
as fully as if written out below. If any provision
incorporated by reference from the License
Agreement conflicts with any provision of this
Agreement, the provision of this Agreement will
control.
2. Additional Definitions.
"Commencement Date" means the date
identified above in this Agreement as the
Commencement Date.
"Contract Year" means, with respect to
each Baseline Component System, each one (1)
year period beginning and ending on the dates
provided for in Exhibit 1 for such Baseline
Component System.
"Enhancements" means general release
(as opposed to custom) changes to a Baseline
Component System which increase the
functionality of the Baseline Component System.
"Expiration Date " means, with respect to
each Baseline Component System, the date upon
which the initial term of this Agreement ends for
such Baseline Component System as provided for _
in Exhibit 1.
"Improvements" means, collectively,
Maintenance, Enhancements and New Releases
provided under this Agreement.
"Maintenance" means using reasonable
efforts to provide Licensee with avoidance
procedures for or corrections of Documented
Defects. In the event that Licensee exercises one
of the options described in Section 3(a)(ii), a
Documented Defect for such purposes shall be
defined as a material deviation between the
Customization and its Customization
Specification.
"New Releases" means new editions of a
Baseline Component System.
"Partial Year" means, for each Baseline
Component System, the period between the
Commencement Date and the first day of the
initial Contract Year for that Baseline Component
System.
3. Services.
(a) Types of Services. (i) Baseline
Licensed Software Services. During the term of
this Agreement, SCT will provide Licensee with
Maintenance for, Enhancements of, and New
Releases of each Baseline Component System
identified in Exhibit 1; (ii) Option for
Maintenance Services for Customizations.
Provided that this Agreement is then in full force
and effect, Licensee shall have the option to retain
SCT for annual periods to provide Licensee with
Maintenance for the Customizations developed for
Licensee. The annual fee for such Maintenance
services shall be seventeen percent (17%) of the
fees charged by Licensor to Licensee to develop
the Customization(s), which fee may increase on
an annual basis by no more than ten percent (10%)
of the fee charged with respect to the
Customizations supported in the previous year.
Licensee recognizes and understands that, in order
to receive Maintenance for Customizations, it
must retain Licensor to provide such Maintenance
for all of the Customizations developed by
Licensor for Licensee. Licensee recognizes that
such Maintenance services do not include the
provision of services to integrate any
Customization into any New Release or
Enhancement of the Baseline Licensed Software.
Licensee can retain Licensor to provide services to
so integrate Customizations on a time and
materials basis at Licensor's then -current fees. In
order to exercise the above option, Licensee shall
notify Licensor in writing at least ninety (90) days
in advance of the date on which it seeks
Maintenance to commence for the
Customizations; provided, however, that Licensor
shall not be entitled to receive such Maintenance
for Customizations unless it requests the services
of Licensor in this regard by no later than three (3)
months following Licensor's delivery of the final
Customization developed under the project plan.
By not later than thirty (30) days after SCT's
receipt of the above -referenced written notice,
SCT will provide Licensee with notice as to the
additional fee that Licensee must pay to SCT for
such Maintenance, which fee will be calculated as
specified above and shall be paid in advance,
consistent with the payment terms of the fees for
the Improvements for the Baseline Licensed
Software. Maintenance for Customizations will be
provided on an annual basis, subject to renewal in
accordance with the renewal terms of Section 5 of
this Agreement. As an alternative, Licensee may
retain Licensor to provide Maintenance for
Customizations on a time and materials basis at
Licensor's then -current fees.
(b) Limitations. All Improvements will
be part of the applicable Baseline Component
System and will be subject to all of the terms and
conditions of the License Agreement and this
Agreement. LICENSOR's obligation to provide
Licensee with Improvements for Baseline
Component Systems owned by parties other than
LICENSOR is limited to providing Licensee with
the Improvements that the applicable third party
owner provides to LICENSOR for that Baseline
Component System. In this regard, to the extent
that an agreement authorizing LICENSOR to
resell or sublicense a third party's Baseline
Component System is terminated or expires prior
to the Expiration Date, or prior to the expiration of
any renewal term, for that Baseline Component
System, then LICENSOR's obligation to provide
Improvements to Licensee for that Baseline
Component System, and Licensee's obligation to
pay LICENSOR for such Improvements, shall.
automatically terminate simultaneously with the
termination or expiration of the relevant
agreement. Licensee must provide LICENSOR
with such facilities, equipment and support as are
reasonably necessary for LICENSOR to perform
its obligations under this Agreement, including
remote access to the Equipment.
4. Payment and Taxes.
(a) Technical Currency Fees. For the
Improvements for each Baseline Component
System, Licensee will pay LICENSOR: (i) the
amount provided for in Exhibit 1 as the Partial
Year payment (if applicable) on the payment date
provided for in Exhibit 1; and (ii) the amount
provided for in Exhibit 1 as the "Payment
Amount" for the first Contract Year; and (iii) for
each Contract Year subsequent to the initial
Contract Year, an amount invoiced by
LICENSOR, which amount will not increase by
more than the "Annual Escalation Not to Exceed
Percentage" provided for in Exhibit 1 the fee that
Licensee was obligated to pay to LICENSOR for
Improvements for the applicable Baseline
Component System in the immediately preceding
Contract Year for that Baseline Component
System. Fees for Improvements for a Baseline
Component System are due on the first day of the
2
last (twelfth) month of the Contract Year for that
Baseline Component System.
(b) Additional Costs. Licensee will also
reimburse LICENSOR for actual travel and living
expenses that LICENSOR incurs in providing
Licensee with Improvements under this
Agreement, with reimbursement to be on an as -
incurred basis. LICENSOR will use reasonable
efforts to limit travel and living expenses by using
coach air fare, booked in advance when available,
staying at hotels identified in advance by Licensee
as offering Licensee's contractors a discounted
rate, and sharing rental cars. Licensee will also
reimburse LICENSOR for all charges incurred in
connection with accessing Equipment.
Reimbursement is subject to any statutory
reimbursement limitations imposed on Licensee
contractors, and Licensee will provide
LICENSOR with a copy of such limitations before
LICENSOR incurs expenses.
(c) Taxes. Licensee is responsible for
paying all taxes (except for taxes based on
LICENSOR's net income or capital stock) relating
to this Agreement, the Improvements, any services
provided or payments made under this Agreement.
Applicable tax amounts (if any) are NOT included
in the fees set forth in this Agreement. If Licensee
is exempt from the payment of any such taxes,
Licensee must provide LICENSOR with a valid
tax exemption certificate; otherwise, absent proof
of Licensee's direct payment of such tax amounts
to the applicable taxing authority, LICENSOR
will invoice Licensee for and Licensee will pay to
LICENSOR all such tax amounts.
(d) Late Charges. Licensee will pay
each LICENSOR invoice by no later than thirty
(30) days after receipt. Late payments are subject
to a late charge equal to the lesser of: (i) the
prime lending rate established from time to time
by Mellon Bank, N.A., Philadelphia,
Pennsylvania, plus three percent (3%); or (ii) the
highest rate permitted by applicable law.
5. Term. As it applies to each Baseline
Component System, the term of this Agreement is
for the period beginning on the Commencement
Date and continuing until the Expiration Date for
that Baseline Component System. For each
Baseline Component System, this Agreement will
automatically be extended for consecutive
Contract Years beyond the Expiration Date on a
year-to-year basis unless either party notifies the
other in writing of its intent not to extend this
Agreement for any particular Baseline Component
System at least twelve (12) months prior to the
Expiration Date, or, for any Contract Year
subsequent to the Expiration Date, at least twelve
(12) months prior to the expiration of the then -
current Contract Year.
6. Disclaimer of Warranties. Licensee
agrees and understands that LICENSOR
MAKES NO WARRANTIES WHATSOEVER,
EXPRESSED OR IMPLIED, WITH REGARD
TO ANY IMPROVEMENTS AND/OR ANY
OTHER MATTER RELATING TO THIS
AGREEMENT, AND THAT LICENSOR
EXPLICITLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR
PURPOSE. FURTHER, LICENSOR
EXPRESSLY DOES NOT WARRANT THAT
A COMPONENT SYSTEM OR ANY
IMPROVEMENTS WILL BE USABLE BY
LICENSEE IF THE COMPONENT SYSTEM
HAS BEEN MODIFIED BY ANYONE
OTHER THAN LICENSOR, OR WILL BE
ERROR FREE, WILL OPERATE WITHOUT
INTERRUPTION OR WILL BE
COMPATIBLE WITH ANY HARDWARE
OR SOFTWARE OTHER THAN THE
EQUIPMENT.
7. Termination. A party has the . right to
terminate this Agreement if the other party
breaches a material provision of this Agreement.
Either party has the right to terminate this
Agreement at any time while an event or condition
giving rise to the right of termination exists. To
terminate this Agreement, the party seeking
termination must give the other party notice that
describes the event or condition of termination in
reasonable detail. From the date of its receipt of
that notice, the other party will have thirty (30)
days to cure the breach to the reasonable
satisfaction of the party desiring termination. If
the event or condition giving rise to the right of
termination is not cured within that period, this
Agreement will automatically be deemed
terminated at the end of that period. However,
notice to LICENSOR of a suspected Documented
Defect will not constitute a notice of termination
of this Agreement. Termination of this
Agreement will be without prejudice to the
terminating party's other rights and remedies
pursuant to this Agreement.
8. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF
LICENSOR. LICENSOR'S LIABILITY IN
CONNECTION WITH THE
IMPROVEMENTS OR ANY OTHER
MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE
FEES THAT LICENSEE ACTUALLY PAID
TO LICENSOR FOR THE IMPROVEMENTS
FOR THE YEAR THAT SUCH LIABILITY
ARISES.
(b) EXCLUSION OF DAMAGES.
REGARDLESS OF WHETHER ANY
REMEDY SET FORTH HEREIN FAILS OF
ITS ESSENTIAL PURPOSE OR
OTHERWISE, IN NO EVENT WILL
LICENSOR BE LIABLE TO LICENSEE FOR
ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY, OR OTHERWISE,
AND WHETHER OR NOT LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
(c) BASIS OF THE BARGAIN.
LICENSEE ACKNOWLEDGES THAT
LICENSOR HAS SET ITS FEES AND
ENTERED INTO THIS AGREEMENT IN
RELIANCE UPON THE LIMITATIONS OF
LIABILITY AND THE DISCLAIMERS OF
WARRANTIES AND DAMAGES SET
FORTH IN THIS AGREEMENT, AND THAT
THE SAME FORM AN ESSENTIAL BASIS
OF THE BARGAIN BETWEEN THE
PARTIES.
9. Entire Agreement. This Agreement
contains the entire understanding of the parties
with respect to its subject matter, and supersedes
and extinguishes all prior oral and written
communications between the parties about its
subject matter. Any purchase order or similar
document which may be issued by Licensee in
connection with this Agreement does not modify
this Agreement. No modification of this
Agreement will be effective unless it is in writing,
is signed by each party, and expressly provides
that it amends this Agreement.
dtemainder of Page Left Intentionally Blank>
4
William de Haas
Competition and Contracts Manager
7
THE PARTIES have executed this Agreement through the signatures of their respective authorized
representatives.
CITY OF LUBBOCK
A ST D TO -
K, y ie Darnell
City e retary
APPROVED AS TO CONTENT:
'k&'Odt(�
rn
Sharlett Chowning
Information Technology Manager
APPROVED AS TO FORM:
William de Haas
Competition and Contracts Manager
TELDATA, INC.
Printed Name: ACLI s r kOL Q--vk-f-V%-.
SCT U LITY SYSTEMS, INC.
/
Printed Name: �idti✓'�'`� 4/'
*Teldata, Inc. is executing this Agreement to acknowledge and authorize the assignment of rights and obligations to SCT pursuant
to Section 13 of the License Agreement, which provision has been incorporated herein by reference.
EXHIBIT 1
Licensee: The City of Lubbock, Texas
FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: Aueust 1.2000
Annual Escalation Not To Increase By More than: 7% Of Prior Full -Year Annual Payment.
Baseline Component System
Contract Year Begins/Ends
Expiration Date
First Annual
Payment Amount
BANNER Customer Information
Sept. 1 /Aug. 31
Aug. 31, 2003
Included
System (CIS) for up to 100,000
customers
BANNER Customer Contact
Sept. 1 /Aug. 31
Aug. 31, 2003
Included
System (CCS) for up to 100,000
customers
BANNER Electronic Work Queue
Sept. 1 / Aug. 31
Aug. 31, 2003
Included
(EWQ) for up to 100,000
customers
BANNER Target +
Sept. 1 / Aug. 31
Aug. 31, 2003
Included
BANNER Customer Web Access
Sept. 1 / Aug. 31
Aug. 31, 2003
Included
Database Software
Sept. 1 / Aug. 31
Au . 31, 2003
Included
TOTAL:
$114,000
h!� rui:
Mayor
A17STED TO:
ayt arnell
4rdtary
City
APPROVED AS TO CONTENT:
harlett Chowning
Information Technology Manager
APPROVED AS TO FORM:
TELDATA, INC.
Printed Name: A2L, r—., P,�,4- c4, A-4`
SCT UTI TY SYSTEMS, C.
Printed Name: A(1xv,;a 4J-
6