HomeMy WebLinkAboutResolution - 2004-R0154 - Amendment To Software License And Service Agreement - Indus International, Inc. - 03_23_2004Resolution No. 2004-0154
March 23, 2004
Item No. 25
RESOLUTION
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 an Amendment to
Software License and Service Agreement by and between the City of Lubbock and
Indus International, Inc., amending the Software License and Service Agreement
with Teldata, Inc. dated August 12, 1999. Said Amendment to Software License
and Service 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 23rd day of March , 2004.
APPROVED AS TO CONTENT:
Mar earw d,
Dir for of Information Technology
APPROVED AS TO FORM:
Office Practice Section
LLC:city att/Linda/RES-Indus amend SLSA
March 10, 2004
Resolution No. 2004—RO154
March 23, 2004
Item No. 25
M R 4 alb i Rs
h IL li
AMENDMENT TO
SOFTWARE LICENSE &
SERVICES AGREEMENT
INDUS INTERNATIONAL, INC.
3301 Windy Ridge Parkway
Atlanta, Georgia 30339
PHONE Number (770) 952-8444
("Indus")
and
THE CITY OF LUBBOCK TEXAS
916 Texas Avenue
Lubbock, Texas 79401
PHONE Number (806) 775-2366
("Licensee")
Original Software License and Services Agreement dated Au¢ust 12. 1999 (the "Agreement").
This Amendment No. 2 (the "Amendment").
Effective Date of this Amendment: March 23 .2004 (the "Amendment Date").
LICENSEE AND INDUS, intending to be legally bound, agree as follows:
1. Defined Terms. Unless specifically defined herein, all terms defined in the Agreement, shall have
the same meaning when used in this Amendment.
2. Amendment to and Modification of Agreement.
(a) Additional Licensed Software. In addition to the Licensed Software licensed to Licensee by Indus
under the Agreement, Indus grants Licensee the right to use the additional Licensed Software
identified in Exhibit 1 attached to this Amendment on the same terms and conditions set forth in the
Agreement as modified by Exhibit 1, including without limitation, any software supplements
attached to such Exhibit 1 (the "Software Supplements"). To the extent the terms of Exhibit 1 and
the Software Supplements contradict the terms of the Agreement, the terms of Exhibit 1 and the
Software Supplements shall govern.
(b) Change to Charges and Payment. Section 11 (Charges and Payment) of the Statement of Work
attached to the Agreement as Exhibit 2 ("SOW"), is amended by changing the amount associated
with Payment Milestone XVI (Completion of Contractual Obligations) from $189,500 to $154,500
("Target+/CWA Reduced Fees"). Indus and Licensee agree that such Target+/CWA Reduced Fees
are directly associated with the implementation services for the Banner Target+ Component System
and the Banner Customer Web Access Component System (collectively, the "Component
Systems") and therefore Indus will have no further obligation to provide Licensee with professional
services associated with the Component Systems under the SOW.
(c) Customer Web Access Services. Indus agrees to provide Licensee with the services identified in
the Scope of Services attached hereto as Exhibit 2.
(d) Migration Services. Indus agrees to provide Licensee with the services identified in the Statement
of Services attached hereto as Exhibit 3.
3. Integration Provision. Except as expressly modified by this Amendment, the Agreement shall
remain in full force and effect. As of the Amendment Date, the Agreement, as further amended by this
Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and
cannot be modified except by written agreement of the parties.
IN WITNESS WHEREOF, the parties have set their respective hands and seals below.
LM
Att
INDUS INTERNATIONAL, INC.
By:
�U6 bTO
(Printed ame and Title of Signatory)
�t—all
(Date)
City Secretary
Approved /
As to Content: L
M k Yearwatd
Di ector of Information Technology
Approved
as to Form:-—✓
Linda Chamales
Assistant City Attorney
I N D Tj S
EXHIBIT 1
Licensee: The City of Lubbock Texas
Delivery Address: 916 Texas Avenue Lubbock Texas 79401
EOUIPMENT: 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 Indus supports the Licensed Software.
Licensee acknowledges that certain Component Systems of the Licensed Software may require specific
host or client configurations. Licensee, as soon as reasonably practicable, shall provide a detailed written
description of the Equipment so that Indus can confirm that it is a configuration on which Indus supports
use of the Licensed Software. Indus will then advise Licensee whether Indus supports or does not support
use of the Licensed Software on the proposed configuration. If Indus does not support use of the Licensed
Software on the proposed configuration, Licensee must propose a new configuration until Indus does
confirm that it supports use of the Licensed Software on the proposed configuration.
NOTICE: To use any of the Licensed Software, Licensee must also obtain, install on the Equipment and
maintain Indus -supported versions of certain software products and certain software/hardware peripherals.
By this notice, Indus is advising Licensee that Licensee should consult with its Indus Professional Services
representative to obtain a written listing of such necessary software products and software/hardware
peripherals.
Ll(. hLNb U SkJVIL'WAKL:
Advantage Data Extract Manager (ADEM) for I Yes I No
ut) to 100,000 Customers
PAYMENT: For the Licensed Software above, Licensee will pay Indus the entire applicable license fee
by not later than thirty (30) days after the Amendment Date.
DELIVERY: Each of the Licensed Software identified above shall be delivered within thirty (30) days
following the Amendment Date.
Number of Software Supplements Attached: NA
3
71 A t R N* 'r T 0 W, ^. IL
EXHIBIT 2
SCOPE OF SERVICES
The Scope of Services for this Amendment consists of the following professional services activity:
Indus will provide Licensee with installation and consulting services to support Licensee's implementation
of the Customer Web Access Component System.
Timing and Resources:
Indus will provide Licensee with installation and consulting services for an estimated 52 hours (the "CWA
Services"). The CWA Services will include but not be limited to the following:
➢ 16 hours onsite for installation of the Customer Web Access Component System
➢16 hours onsite for general consulting support regarding Customer Web Access
➢ 20 hours of remote consulting support regarding Customer Web Access
CWA Services Fees and Payment Terms:
Indus will provide Licensee with the CWA Services on a time and materials basis. Licensee will
additionally reimburse Indus for actual travel, living and related expenses that Indus and/or its personnel
incur in providing the CWA Services. Indus will invoice Licensee for the CWA Services and expenses on
a monthly basis, as Indus renders the CWA Services or Licensee incurs the charges, as applicable.
Licensee shall pay the full amount invoiced by not later than thirty (30) days after the invoice date. The
CWA Services will be provided at the following rate:
* The number of hours of effort represents an estimate only. Actual fees for CWA Services will vary
according to the number of person -hours of services actually rendered. All CWA Services are provided on
a time and material basis.
4
I NDUS
1 1 I E V#1 A T V 0 ItJY-l
Exhibit 3
Statement of Services
For
Professional Services
Statement of Services
For Services
1. Introduction
This Statement of Services ("SOS") is made by and between Indus and Licensee pursuant to the terms and
conditions of the Agreement. To the extent there is any conflict between the terms of the Agreement and
the provisions of this SOS, the provisions of the Agreement will be controlling.
This SOS documents the responsibilities of the parties, and the Services and Deliverables that Indus will
provide to Licensee. The associated assumptions, definitions, scope, and Deliverables applicable to the
Services to be provided are contained within this SOS.
2. Assumptions
(a) The project schedule set forth in Attachment A is a preliminary document that will be used as the basis
for the development of the Detailed Project Schedule. This preliminary plan is subject to change and
should not be considered static.
(b) Licensee will provide appropriate resources on an as needed basis for the duration of the project.
(c) Indus will utilize a train the trainer approach for this project. The goal is to train the local trainers on
the Baseline Component System and allow them to train the utility's end users. Licensee's training
staff will be a part of the core team
(d) Training will be conducted with an optimal class size of 12 attendees and a moderate level of
interaction. If there are additional attendees, an additional trainer will be allocated and utilized.
(e) Licensee will be responsible for subsequent creation of instances after installation phase.
(f) This plan is based on Licensee participation in the system testing.
(g) Licensee will provide all data processing equipment and peripherals necessary to enable Indus and it's
subcontractors to communicate with the applications remotely in order to provide off -site support.
(h) Licensee is responsible for having all Oracle application software installed and verified prior to Indus
application installation.
3. Definitions
All capitalized terms used and not defined herein shall have the same meanings given them in the
Agreement.
(a) "ADEM" means the Advantage Data Extract Manager Component System (ADEM).
(b) "Baseline Component System" has the meaning ascribed to such term in the Software License &
Services Agreement between the parties, and further, for purposes of this SOS, refers specifically to
the Banner Customer Information System Component System (CIS), the Banner Customer Contact
System Component System (CCS), and the Banner Electronic Work Queue Component System
(EWQ)•
(c) "Change Request" means any request for a change to this SOS as specified in Section 5 of this SOS.
(d) "Customizations" mean those modifications and/or interfaces made to the Baseline Component
System Also referred to as "Customization."
(e) "Cut -over" means the period of time beginning with final migration and working towards production
processing.
(f) "Deliverable" means the Services, documents and /or materials identified in Section 7 of this SOS.
6
(g) "Target Release" means the version of the Baseline Component System to which the Customizations
are applied.
(h) "Work Effort" means the Services rendered by the team of Licensee and Indus as specified in this
SOS.
4. Scope
The Work Effort has been divided into major activities as described below (see Sections 4.1 — 4.19 for
descriptions).
4.1 Migration Execution
Indus will perform the tasks necessary to migrate Licensee to the Target Release of the Baseline
Component System. The following is a summary of each of those tasks.
4.2 Project Initiation
Indus will conduct an onsite review meeting with Licensee's management and core team. The purpose of
the review meeting is to communicate the project schedule, the migration rollout strategy, and the roles and
responsibilities of the participants for completing the Work Effortas defined in this SOS. The review
meeting will also help to establish the project parameters and enables the parties to address concerns early
in the project. The Indus Project Manager and Licensee Project Manager will coordinate the review
meeting.
Indus will also obtain and validate customized program modules to see if the modules are available in the
Indus source control system known as PVCS. If required, a new source control environment will be
created for Licensee. This source control effort is currently limited to the source modules that are modified
by Indus personnel. Modules modified and maintained by Licensee shall be provided to Indus.
4.3 User Acceptance Test Workshop
Indus will administer one (1) 2-day User Acceptance Test workshop for the Baseline Component Systems
during this phase. Requests for additional training will be addressed pursuant to the Change Request
provisions otherwise specified in this SOS.
The User Acceptance Test workshop focuses on the completion of the following primary objectives:
➢ Documenting the various customer types used by Licensee;
➢ Correlating those customer types to the various business events;
➢ Identifying the breakdown of sub -events associated with a certain business event;
➢ Tying together the business events with associated customer types;
➢ Defining the priority of each business event and associated sub -events in an acceptance criteria
worksheet;
➢ Developing a test calendar or model office to simulate real business activity in the testing of the
acceptance criteria worksheet.
4.4 Gather Information for Data Migration
Indus personnel, with Licensee's assistance, will develop a data migration conversion plan that addresses
the promotion of data structures and client information to the Target Release. The plan will specify the
strategy and scripts necessary to upgrade custom database modifications that have been applied to the
baseline product.
7
4.5 Install/Validate Migration Test System
Indus personnel will create an instance and database at Indus for merging of custom code and application of
database changes unique to Licensee's migration. This instance will be used for Indus internal testing of
migrated Customizations and database changes. Specific tasks to be accomplished include:
• Create a database schema that matches Licensee's database schema;
• Develop and apply all custom database scripts to convert the baseline database to a custom database;
• Upgrade the custom database schema and Baseline Component System to the Target Release;
• Import Licensee's Rule and Validation Tables for testing purposes;
• Verify the environment by creating user accounts and executing test transactions to ensure that
processes are working correctly.
4.6 Install/Upgrade Seed Instance at Licensee Site
Indus will install the Target Release version of the Baseline Component System and will provide installers
and an "as required" database analyst to perform off -site and on -site installation and verification activities.
Indus personnel, with Licensee's assistance, will perform the initial installation on Licensee's machines
that have been designated for training in order to demonstrate the correct installation procedures. Indus
will provide installation instructions and disks for set up of the installation. After installation, Indus will
verify the installation as operational for training, testing and functionality review.
4.7 Install/Verify ADEM at Licensee Site
Indus will install the ADEM Component System and will provide a database analyst to perform off -site and
on -site installation and verification activities.
Indus personnel, with Licensee's assistance, will perform the initial installation on Licensee's machines
that have been designated for training in order to demonstrate the correct installation procedures. Indus
will provide installation instructions and disks for set up of the installation. After installation, Indus will
verify the installation as operational for training, testing and functionality review.
4.8 ADEM System Training
Indus will administer one (1) 2-day period of hands-on ADEM Operational Training class to Licensee's
core team with a class size not to exceed twelve (12) attendees. This training phase will focus on functions
and features provided by the ADEM Component System. Requests for additional training will be
addressed pursuant to the Change Request provisions otherwise specified in this SOS.
The ADEM training will focus on the following features of the system:
• Population of online test databases with production data for new release testing;
• Population of "what if' databases to validate new customer management procedures and rate
changes
• Population of databases with production or other realistic data for training purposes
• Creation of internal development databases containing "real" or production data extracts
• Extraction of special accounts into an offline database for diagnostic purposes
N
4.9 Base System Technical Training
Indus will administer one (1) 2-day period of hands-on technical training on the technical aspects of the
Target Release. This level of technical training is designed for individuals who will be technically
responsible for the Baseline Component System during and after the migration period. Requests for
additional training will be addressed pursuant to the change Request provisions otherwise specified in this
SOS.
4.10 System Functional Training
Indus will administer one (1) hands-on Operational Training class for up to forty (40) hours of training in a
one (1) one -week class to Licensee's core team with a class size not to exceed twelve (12) attendees. This
training phase will focus on new functions and features provided by the Target Release, utilizing the
instance that has been updated with Licensee's Customizations. Requests for additional training will be
addressed pursuant to the Change Request provisions otherwise specified in this SOS.
4.11 Test Database Migration Execution and Training
Indus personnel, with Licensee's assistance, will create a clone of Licensee's Banner production system on
a server. Additionally, Indus personnel, with Licensee's assistance, will modify (as necessary) and execute
the database migration scripts to upgrade the database structure and Licensee data to the Target Release on
a test database in order to demonstrate the correct database migration procedures.
After the initial test migration, Licensee, and not Indus, is responsible for subsequent database migrations,
except where Indus is retained to provide database migration services.
4.12 Rate and Tax Data Migration/Setup
Indus personnel will assist Licensee with the configuration of new Rate and Tax Jurisdiction functionality
in the Target Release. Indus analysts will gather information on existing rate and tax configurations, and
work with Licensee to develop a business strategy for use of this functionality. This will include mapping
existing jurisdictions to geographic parameters, and determining the makeup of the post -migration rate
scheme. Additional assistance will be provided to develop and execute the strategy for migrating existing
rate and tax information to the Target Release.
4.13 Customization and Interface Migration
Customizations that require migration to the Target Release will be performed in this phase. Indus will
develop unit test scripts or utilize Licensee test scripts to review the conformity of the Customizations to
the original requirements, design documents, and the documentation. Delivery of code will be
accomplished in a single code drop.
4.14 Remote Custom General Functionality Test
Upon application of the Customizations to the Target Release at Licensee site, Indus personnel will
remotely conduct a general functionality test of the Customizations. This test will confirm the basic
functioning of the Customizations via:
• Creating a cycle and account with one active service;
• Inputting a meter reading;
• Charging and billing the account
Additional general functionality testing will be conducted to confirm the basic functioning of
• The scheduling function
• Exception processing
6
• Interfaces
• Master Summary Billing
4.15 System Testing
Indus will be responsible for the system testing efforts with participation by Licensee. Two phases of
system testing will be executed on Licensee's test instance and in accordance with the test plan and the test
cases developed by Indus:
1. A system verification regression test will be executed to validate necessary base
functionality;
2. A Customization test will be executed to validate that each Customization operates in
accordance with its customization specification.
4.16 Banner CIS Remote Acceptance Test Phase Support
Indus will provide up to eighty (80) hours of remote user acceptance testing support for the Banner CIS
Component System during the user acceptance testing period. Indus support will include answering
questions, investigating problems, and general functional/technical consulting. Requests for assistance
beyond the eighty (80) hours will be addressed pursuant to the Change Request provisions otherwise
specified in this SOS.
4.17 Banner CCS and EWQ Remote Acceptance Test Phase Support
Indus will provide up to twenty (20) hours of remote user acceptance testing support for the Banner CCS
and EWQ Component Systems during the user acceptance testing period. Indus support will include
answering questions, investigating problems, and general fiinctional/technical consulting. Requests for
assistance beyond the twenty (20) hours will be addressed pursuant to the Change Request provisions
otherwise specified in this SOS.
4.18 Migration to Production
Indus will provide on -site functional and technical support to assist Licensee with its execution of the
migration Cut -over plan. The Cut -over plan will be jointly developed by Indus with Licensee assuming
primary responsibility. The Cut -over plan details the tasks required to begin using the solutions in a
production environment, including the sequence of events, the development of the schedule, the roles and
responsibilities, and the development of contingency plans.
4.19 Post Go -live Support
The services in Section 4.19 will be provided on a Time and Materials basis.
After completion of migration to production, Indus will provide on -site and off -site post go -live support
consisting of the following levels (as needed and requested by Licensee):
An estimated eighty (80) hours of on -site functional support lasting ten (10) Business Days,
followed by an estimated forty (40) hours of remote functional support lasting ten (10) Business
Days;
An estimated forty (40) hours of on -site technical/conversion support lasting five (5) Business
Days, followed by an estimated forty (40) hours of remote technical/conversion support lasting ten
(10) Business Days
10
These activities are intended to assist Licensee with a smooth transition into the day-to-day support of
business activities. Indus responsibilities will include answering functional questions, investigating and
addressing Customization issues, re -testing code, database tuning, and general functional and technical
consulting.
5. Changes to this Statement of Services
Request for changes to this SOS that will change the Work Effort 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 estimated cost to Licensee or other conditions specified in this
SOS. The Indus Change Request procedure to be utilized is as follows:
A Change Request is a formal statement of the change(s) being suggested to this SOS 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 Work Effort (an example of a Change Request is provided in Attachment B).
Either Indus or Licensee may initiate a change by submittal of a Change Request to the other
party. The cost of investigating a Change Request submitted by Licensee may be billable at the
time and material rates listed in Section 9 upon mutual agreement of Indus and Licensee. The
receiving party will have five (5) business days to agree to a Change Request. If both parties
agree to a Change Request, the change will be documented, signed by both parties, and will
become an attachment to this SOS. If agreement does not occur in five (5) business days, the
Change Request will be deemed to have been rejected.
• The Change Request will be evaluated and approved for fizrther action or rejected by the non -
initiating party. Any approved Change Request must include an agreement as to any additional
charges to Licensee for the implementation of the Change Request (i.e. any charges not already
specified in this SOS or which are different than those in this SOS will be denoted in the Change
Request). Any additional Services performed by Indus as a result of a Change Request will be
billed on a time and materials basis per the applicable rates as set forth in Section 9 of this SOS.
In the event that a Change Request is rejected, neither Licensee nor Indus will be obligated to perform the
changes identified therein. Both parties agree to negotiate any Change Requests in good faith and not to
unreasonably withhold, delay or condition consent to any Change Requests,
6. Licensee's Responsibilities
Licensee will perform the following general responsibilities:
1) Provide a Project Manager for escalating contract issues and managing Licensee resources. This will
include:
➢ Assuming responsibility for the overall project management and achievement of the business
objectives guiding this project, of which the Indus Services specified in this SOS are a part;
➢ Having the authority and responsibility to commit Licensee resources, to negotiate contract
changes to support the project, to act on behalf of Licensee for all matters pertaining to the
management of Licensee's effort required for support of the project, and to work jointly with the
Indus Project Manager throughout the project implementation;
➢ Providing day-to-day direction to all members of Licensee's project team;
➢ Rendering written decisions within five (5) business days of receipt of a written request (other
than a Change Request) from Indus;
➢ Administering project Change Requests in accordance with the Indus Change Request procedures;
➢ Reviewing Change Requests with Indus to help determine the impact of the request. Authorize
the Change Request if approved.'
11
2) Participating in management meetings/conference calls for review, status, and issue management and
coordination.
3) Ensuring that appropriate Licensee personnel are available to review the Indus deliverables in a timely
manner.
4) Providing adequate and reasonable facilities containing dedicated workspace with multiple analog
phone lines for Indus personnel working on -site.
5) Providing remote and on -site access to the baseline, development, and training instances as required by
Indus. For remote access this will require the setup and maintenance of multiple concurrent Laplink
sessions with a flexible security access plan mutually agreed upon by Licensee and Indus.
12
7. Deliverables
All deliverables under this SOS will be provided in accordance with a Project Plan that will be governed by
Indus'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 SOS, electronic media will be MS Word for text and MS Project for Project Plans.
The deliverables are discussed in detail in the tables that follow.
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Detailed Project Plan
To provide the detailed information in support of the delivery of the elements in the SOS.
A detailed task list including schedules and resource assignments.
es ai
Indus
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Indus Project Manager, Licensee Project Manager
om erta`��
When delivered to Licensee. Updates shall be provided to correspond with the approval
of an Change Request, and further updates shall be provided upon reasonable request
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by Licensee during any period in which the project is at least one month behind
schedule.
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MS Project
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2.
Weekly Activity Status Reports
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To provide clear on -going communications to any and all interested parties concerning
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the status of the project.
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Ongoing communication between the Project Managers will help to ensure that any
- w
variances to the Project Plan are identified and addressed in a timely manner. The
reports will contain sufficiently detailed information to enable Licensee to determine the
status of the Project and any variance from the Project Plan.
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Indus
T E
ci{nts be T
Indus will provide the information to Licensee's Project Manager
a
When the status report conforming to the content requirement is delivered by Indus.
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Electronic media format and will be delivered/transmitted by the close of business on
Friday of each week.
13
e
a
3.
m"
eve` _ab
User Acceptance Test Workshog
ue
To educate Licensee's project team on how to define and develop the User Acceptance
Test Plan and to provide ongoing assistance.
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Classroom setting consisting of lecture and hands-on practice training and support as
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descnbed in Section 4.3 of this SOS.
Indus
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Indus test analysts, Licensee testers
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When the training as described in Section 4.3 has been provided.
3
Classroom setting consisting of lecture and hands-on practice training as described in
Section 4.3 of this SOS.
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4.
Installation of the Baseline Component System
" .
Install the Target Release on Licensee's hardware. Customizations will then be built on
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this system.
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Baseline Component System. This includes the installation instructions and diskettes
for Licensee's machines.
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Indus
c1R.
Indus Installer, Indus Functional Trainer, Indus DBA, Licensee's IT Installer,
Licensee's DBA
When the Baseline Component Systems have been installed and both functional and
technical verification has been completed.
Banner application code placed on Licensee's machines that have been designated for
...a'
training, testing, functional review, and one server.
5.
e k 3
Installation of the ADEM Component System
x
Install the ADEM Component System on Licensee's hardware.
`
ADEM Component System This includes the installation instructions and diskettes for
'
Licensee's machines as applicable.
Indus
ml ;: "'
Indus DBA, Licensee's IT Installer, Licensee's DBA
When the ADEM Component System has been installed and both functional and
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technical verification has been completed.
ADEM application code placed on Licensees server.
14
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6.
3a
ADEM Base System Training
To provide training on the features of the ADEM Component System to appropriate
personnel designated by Licensee.
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Classroom setting consisting of lecture and hands-on practice training as described in
3
Section 4.8 of this SOS.
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Indus
Indus Trainers, Licensee Core Team
wa; r
When the training as described in Section 4.8 has been provided.
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Classroom setting consisting of lecture and hands-on practice training as described in
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Section 4.8 of this SOS.
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Base System Technical Training
To provide technical training on the new features of the Baseline Component System to
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appropriate ersonnel designated by Licensee.
Classroom setting consisting of lecture and hands-on practice training as described in
Section 4.9 of this SOS.
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Indus
ci . A�
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Indus Trainers, Licensee Core Team
When the training as described in Section 4.9 has been provided.
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Classroom setting consisting of lecture and hands-on practice training as described in
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Section 4.9 of this SOS.
9.
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System Functional Training
.
To provide functional training on the new features of the Baseline Component System
to appropriate personnel designated by Licensee.
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Classroom setting consisting of lecture and hands-on practice training as described in
"
Section 4.10 of this SOS.
Indus
Indus Trainers, Licensee Core Team
When the training as described in Section 4.10 has been provided.
Dv�
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Classroom setting consisting of lecture and hands-on practice training as described in
Section 4.10 of this SOS.
15
9.
Test Database Migration Execution and Training
To demonstrate the correct database migration procedures by guiding Licensee through
the execution of the database migration procedures in a test environment.
o
Indus personnel, with Licensee's assistance, will modify (as necessary) and execute the
database migration scripts to upgrade the database structure and Licensee data to the
Target Release version on a test database as described in Section 4.11 of this SOS.
Indus
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Indus DBA, Licensee Technical Personnel
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;When
the training as described in Section 4.11 has been provided.
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Onsite collaboration with Licensee Technical Personnel
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10.
Rate & Tax Migration Setup
To assist Licensee with the configuration of new Rate and Tax Jurisdiction functionality
in the Target Release.
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Indus personnel, with Licensee's assistance, will gather information on existing rate and
tax configurations, map existing jurisdictions to geographic parameters, and migrate
existing rate and tax information to the Target Release as described in Section 4.12 of
this SOS.
Indus
Indus DBA, Licensee Functional Personnel, Licensee Technical Personnel
When the Rate and Tax parameters as described in Section 4.12 have been loaded to the
Target Release.
MR 'Aw
Onsite collaboration with Licensee Functional and Technical Personnel
Migration Code Drop(s) and Remote Custom General Functionality Test
To provide code for the Custornizations, which are being migrated to the target release.
Source Code to perform the function specified for the Customizations included in the
Code Drop and described in Section 4.13 and 4.14 of this SOS.
Indus
Indus Technical Analysts and Programmer/Analysts.
Each Code Drop is considered to be complete when (i) installed in Licensee's
environment, (ii) the remote custom general functionality test has been executed
F
successfully and (iii) when such Code Drop meets all criteria set forth in the Agreement
(Acceptance Criteria).
Electronic format
16
8
12.
at
Final System Test Report Review
To verify that the migrated Customizations are functioning in conformity with their
respective specifications.
The final test report is a list of all open problems by severity level and their current
status (e.g., Open, in test) and signed off test cases and test plans, verifying that the
Baseline Component System with Customizations is operating in an integrated fashion.
This report and the test cases/plans will be delivered and reviewed with Licensee at the
end of System Testing of the Customizations as described in Section 4.15 of this SOS.
Indus
Indus Business Analyst, Indus Test Analyst, Licensee
When delivered to Licensee.
Hard copy and electronic media
13.
Remote Acceptance Test Phase Support
To assist Licensee in the execution of their acceptance test.
Licensee execute the user acceptance test plan with support from Indus. Indus
support will consist of off -site support, as reasonably required, and will include, without
limitation, answering questions, investigating problems, and general
functional/technical consulting as generally described in Sections 4.16 and 4,17of this
SOS.
Indus
Indus test analysts, Licensee
When the remote test support as described in Sections 4.16 and 4.17 has been provided.
Remote support
17
14.
} r`
Go -Live Declaration Letter
To communicate that Licensee is into normal production.
'
A document confirming 1) that user acceptance testing has been successfully
completed, 2) that Licensee is in production and has processed 2 billing cycles for
delivery to its customers using the Baseline Component Systems with Customizations,
s...s
x. }
and 3) that no Severity 1 or Severity 2 error exists in or is caused by a Customization by
Indus hereunder (a Severity 2 Error shall not exist if there is a workaround available as
q
described in the definition), The document will be signed -off by Indus and Licensee's
Project Managers
Indus
p= 4
Indus Project Manager, Licensee Project Manager
r q
Delivery of the letter will occur at the completion of the migration to Production period
as described in Section 4.18 of this SOS. In the event that Licensee does not utilize the
Baseline Component system with Customizations in normal production for reasons
`
other than Indus's failure to perform the Services hereunder, then Licensee shall, in such
event, treat this Deliverable as completed by Indus.
Hard Copy
felt ,
Post Go -live Support
tt1 4,
To assist Licensee with a smooth transition into the day-to-day support of business
activities.
Indus responsibilities will include answering functional questions, investigating and
addressing Customization issues, re -testing code, database tuning, and general
functional and technical consulting as described in Section 4.19 of this SOS.
4.H
Indus
au*
Indus, Licensee
On -site and remote consulting
1H
8. Verification Criteria
(a) The verification criteria set forth in this Section 8 will apply and govern with respect to each
Deliverable identified in Section 7 above in which verification thereof is required by its terms. Indus will
notify Licensee when each Deliverable has been completed. Licensee will inform Indus in writing within
ten (10) business days following Indus's notification to Licensee, if Licensee believes Indus has not
satisfied the Completion Criteria set forth in Section 7 above with respect to such item. To the extent that
Licensee rejects a Deliverable, it must specify the reasons for such assertion, providing there is a sufficient
level of detail. Such reasons must be based specifically on Indus's failure to satisfy the requirements set
forth in this SOS and, particularly, the descriptions set forth in Section 7 above.
If Indus does not receive notice within the 10-day period specified above, all obligations of Indus as
outlined in Section 7, "Deliverables" regarding the Deliverable in question (except ongoing warranty
obligations) will be deemed satisfied and the Deliverable will be deemed accepted. Should an extension to
the ten (10) business days referenced above be required due to the nature of the Deliverable, such extension
will be determined mutually by the Indus and Licensee Project Managers.
(b) For the verification of Code Drops, Licensee will perform internal testing on all Code Drops to
validate that the functionality in the code drop substantially conforms to the customization 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 Licensee has failed to notify Indus that the criterion
has not been met (such notice to be in the form specified in Section (a) above) within ten (10) business days
following successful completion of the remote custom general functionality test. Licensee may continue to
test each Code Drop beyond the 10-day period specified above, for purposes of identifying errors,
integration testing, learning system, and developing business processes and training materials, but such
additional testing will not effect the verification specified hereunder.
(c) Following a notice to Indus during the 10-day testing periods described above that a Deliverable fails to
meet the governing verification criteria, then, Indus will be obligated to remedy the identified deficiency
and provide a Deliverable which meets its governing verification criteria described in Sections 7 and 8
hereof. Following the re -delivery by Indus of the remedied Deliverable, then Licensee will again be
provided the 10-day testing period to verify the originally documented deficiencies, as applicable and the
provisions of Section 8(a) and 8(b) above will control the verification thereof. For any re -delivery, the
procedures in Section 8(b) above will apply, but Indus will not be required to remedy any deficiency other
than those originally identified in conformity with Section 8(b) for the payment milestone to be satisfied.
19
9. Pricing Information
9.1 Time and Materials Charges and Payments
Indus will provide the services agreed to in Section 9.1 of this SOS on a time and materials basis for the
Work Effort created by Indus. The estimates set forth in the "Project/Cost Summary" table below were
determined based upon Indus' experience with similar clients and the hourly rates set forth in the
"Resource/Hourly Rate" table included below. Actual fees will vary, based upon the number of hours of
effort expended by Indus, and the rate applicable to the Services being rendered.
Actual travel and living expenses are additional, are not included in the fees set forth in this section, and
will be billed as incurred and subject to the terms and conditions contained in the Agreement.
Post Go -live Support
200
$33,000
If additional work is required beyond the work described in this SOS, Change Request procedures
otherwise specified in this SOS will be utilized to manage the required changes and determine the
additional charges (if any) and associated time frames requested for those additions/changes.
This additional work will be billed monthly as incurred on a time and material basis using the rates outlined
below. The time and materials rates listed below are effective until the completion of the Services set forth
in this SOS. Thereafter, Indus's then -current rates will apply.
Database Analyst
$ 165/1-Ir
Functional Consultant
$ 165/Hr
Functional Trainer
$ 165/Hr
Installer
$ 160/Hr
Programmer Analyst
$ 160/Hr
Project Manager
$ 17041r
Source Code Librarian
$ 160/Hr
Technical Consultant
$ 165/1-Ir
Technical Project Lead
$ 165/Hr
Technical Trainer
$ 165/Hr
Test Analyst
$ 160/Hr
20
9.2 FIXED PRICE CHARGES AND PAYMENTS
INDUS WILL PROVIDE THE SERVICES AGREED TO IN THIS SECTION ON A FIXED PRICE
SCHEDULE.
Indus will invoice Licensee for the following Deliverables in accordance with the following schedule at the
completion or verification, 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 Indus and Licensee 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.
Actual travel and living expenses are additional, are not included in the fees set forth in this section, and
will be billed as incurred and subject to the terms and conditions contained in the Agreement.
_: fta-
,
G
I. Project Management
$79,862
Payable in 7 equal monthly installments
of $11,408.85, beginning on the
Amendment Date and with one such
installment on the 28d' day of each month
thereafter.
II. User Acceptance Test Workshop (Deliverable 3)
$4,480
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 3 for indicated item.
III. Installation of the Baseline Component System
$14,096
Payable upon completion of the
(Deliverable 4)
Completion Criteria set forth in Section
7, Deliverable 4 for indicated item.
IV. Installation of the ADEM Component System
$27,621
Payable upon completion of the
(Deliverable 5)
Completion Criteria set forth in Section
7, Deliverable 5 for indicated item.
V. ADEM Base System Training (Deliverable 6)
$36,584
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 6 for indicated item.
VI. Base System Technical Training (Deliverable 7)
$3,795
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 7 for indicated item.
VII. Base System Functional Training (Deliverable 8)
$9,570
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 8 for indicated item
VIII. Test Database Migration Execution and Training
$14,702
Payable upon completion of the
(Deliverable 9)
Completion Criteria set forth in Section
7, Deliverable 9 for indicated item
IX. Rate & Tax Migration Setup (Deliverable 10)
$8,640
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 10 for indicated item.
X. Migration Code Drops (Deliverable 11)
$71,584
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 11 for indicated item
XI. Final System Test Report Review (Deliverable 12)
$50,243
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 12 for indicated item.
XII. Go -Live Declaration (Deliverable 14)
$12,029
Payable upon completion of the
Completion Criteria set forth in Section
7, Deliverable 14 for indicated item
XIII. Verification Criteria Completion
$33,020
Payable upon the earlier of the date
occurring when: i Deliverables 1 - 14
21
requiring verification in Sections 7.0,
"Deliverables" have been accepted in
accordance with Section 8, "Verification
Criteria"; and (ii) the fortieth (40th)
calendar day following the delivery of the
Go -Live Declaration Letter has Rassed.
9.3 Total Pricing Recap
22
Attachment A - Sample Project Plan
ID
0
Task Name
M-1 I M1 M2 M31 M41 M51 M61 M71 M8
0
Lubbock Phase it Migration Sample Plan
;
1
Phase II - Migration
2
Project Initiation
9
User Acceptance Test Workshop
13
Gather information for Data Migration
22
InstallNalldate Migration Test System
39
Install/Upgrade Seed Environ at Client Site
44
InstaliNerify ADEM at Client Site
52
ADEM Training
53
Base System Technical Training
58
Data Migration - DBA Migration Training for Client
64
Modifications
88
Remote Custom General Functionality Test
89
System Functional Training
94
Rate & Tax Data Migration/Setup
95
System Test Phase
101
CIS Remote Acceptance Test Phase Support (80 Hours)
103
EWQ/CCS/ Remote Acceptance Test Phase Support (20 Hours)
104
Onsite Live Production Cut -over Support
109
Post Production Cut -over Support
114
Project Oversight Phase 2
117
Project Travel
23
Attachment B — Sample "Change Request" Document
For internal use only
E
P
I
C
Indus Change Request Form
4
yr}'. `"'* J
itY.y
�i.,y,,,.
,, ,.
;•1*i thv Kvf
,.-3 v,
i
nQMI#al i"ak
=Y.3i..' Y �.
Project Name:
Approval for investigation at TO rates:
Indus PM:
City PM:
Licensee Reference M
Date Requested:
Requester:
❑ Custom ❑ Base
Project Phase / Reference Document #:
Basis for Change:
O 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:
w'``4R`�•j�"'
i� ' �,,.f �l,il �
� .wvsa��^°- ddA 1 �a L,°9 v�° .
❑ Approve
❑ Cancel
❑ Defer
Licensee Signature
Date
Indus Signature
Date
Indus Signature
Date
Impact Analysis
Analyst Assigned: Target Date:
Estimated Hours, by Object:
24
;C UG;Z/- rX l �`
Impact on Budget / Charges or Credits:
ImMact on Delivery Dates / Agreed -Upon Payment Dates:
Impact if Change Request is Denied:
Document Change Log
Document
Assigned To
Date Due
Completion
Comments
Technical Spec
Functional Spec
Proj Definition
Release Notes
User Doc
25