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Master Agreement
Software License, Subscription, Services, Support and
Maintenance, and Hosting Services Agreement
Systems & Software, Inc.
10 E Allen St, Suite 201
Winooski, VT 05404
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Contents
Master Agreement Terms and Conditions ................................................................................................................3 Schedule “B” – Statement of Work (“SOW”) ............................................................................................. 32 Schedule “C” – Standard Support and Maintenance Guidelines ............................................................... 33 Schedule “D” – Insurance Requirements ................................................................................................... 34 Schedule “E” – Third Party Software Licenses and Third Party Software Terms ....................................... 35 Redlands Regular Meeting of 11-19-24 508 of 1010
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Master Agreement Terms and Conditions
THIS SOFTWARE LICENSE, SERVICES, SUPPORT AND MAINTENANCE, AND HOSTING SERVICES AGREEMENT (the “Agreement”) made as of the 19th day of November, 2024(the “Effective Date”).
BETWEEN: Systems & Software, Inc. ("S&S").
- and -
City of Redlands, a municipal corporation (“Organization”) WHEREAS, S&S wishes to grant the Organization a license to utilize certain Software; to provide certain Services related to said Software; and to enter into an agreement for the Support and Maintenance of said Software; and to provide certain Hosting Services to Organization; and WHEREAS, the Organization wishes to acquire a license to utilize the Software; to obtain Services related to said Software; to acquire ongoing Support and Maintenance for said Software; and to obtain Hosting Services for said Software and its system;
NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:
ARTICLE I: INTERPRETATION
Section 1.1 Definitions
1.1.1 “Annual Hosting Fees” means any Annual Hosting Fees included in the SOW (Schedule “B”) to this Agreement.
1.1.2 “Annual Subscription Fees” means any annual subscription fees for Software licensed on a subscription basis as set out in Schedule “B” to this Agreement.
1.1.3 “Applicable Data Protection Law” means all data privacy or data protection laws or regulations globally that apply to the Processing of Personal Information under this Agreement and Oracle’s Data Processing Agreement referred to in Schedule “H-4”, which may include Applicable European Data Protection Law.
1.1.4 “Applicable European Data Protection Law” means (i) the EU General Data Protection Regulation EU/2016/679, as supplemented by applicable EU Member State law and as incorporated into the EEA Agreement; (ii) the Swiss Federal Act of 19 June 1992 on Data Protection, as amended; and (iii) the UK Data Protection Act 2018.
1.1.5 “Completion of Services” means that the Software is operational and performing in conformity with the specifications set out herein. Completion of Services will be deemed to have occurred on the date which the Organization commences using the Software as its predominant business system.
1.1.6 “Concurrent Users” means the total number of Users who can access the Software at any one time as detailed in Schedule “B,” and further described in Article II.
1.1.7 “Concurrent User License” means a license that restricts the total number of Users who can access the Software at any one time to the number detailed in Schedule “B”.
1.1.8 “Confidential Information” means, with respect to a party hereto, all information or material which: is marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking,. Confidential Redlands Regular Meeting of 11-19-24 509 of 1010
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Information of S&S shall include, without limitation, the Software, the Service Specifications, the terms and pricing under this Agreement, and any information with respect to the Hosting Services that S&S may provide to Customer from time to time, including without limitation, all information disclosed by S&S relating to the security of its facilities, computer systems and products. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party as evidenced by its written records; (iii) is lawfully disclosed to the receiving party by a third party without restriction on the disclosure; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction. Confidential Information does not include any personal information that may be included in the Data.
1.1.9 “Customer Data.” As between Organization and S&S, all Customer Data will remain the sole and exclusive property of Organization. Organization is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Customer Data, and shall ensure that the Customer Data will not violate any applicable law or the terms of this Agreement. Organization consents to the storage of Customer Data in, and transfer of Customer Data into, the United States if Organization is located in the United States and in Canada if Organization is located in Canada.
1.1.10 “Documentation” means user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, supporting materials, and other information regarding the Software regardless of the media on which it is provided.
1.1.11 “Embedded Third Party Software” means components licensed by S&S for use in the Software (ex. Java, JasperSoft (Document Generation)).
1.1.12 “Hosting Services” means the services to be provided by or on behalf of S&S under this Agreement that includes hosting, monitoring, operating and maintaining the Software on hardware and related equipment and will permit Organization to use and access the Software via a method as determined solely by S&S. The Hosting Services shall also include storing all data entered and maintained by Users through use of the Hosting Services and the provision of updates, upgrades, and bug fixes related to support and maintenance of the Software.
1.1.13 “License” means the license rights granted to the Organization pursuant to Article II hereof and includes both a Concurrent User License and a Site License.
1.1.14 “Oracle” means Oracle America, Inc.
1.1.15 “Personal Information” shall have the same meaning as the term “personal data”, “personally identifiable information (PII)” or the equivalent term under Applicable Data Protection Law.
1.1.16 “Professional Service(s)” means the one-time professional services to be performed by S&S to configure, set-up, and implement the Software at the hosting site in accordance with this Agreement and as more particularly set out in the Statement of Work (Attachment B).
1.1.17 “Release” means an Update and an Upgrade.
1.1.18 “Service Provider Content” means content such as software (including machine images), data, text, audio, video or images that S&S’s service provider or any of its affiliates make available in connection with the Hosting Services to allow access to and use of the Hosting Services, including APIs; WSDLs; documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Service Redlands Regular Meeting of 11-19-24 510 of 1010
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Provider Content does not include the Hosting Services or other third-party software, data, text, audio, video or images made available to Organization in conjunction with the Hosting Services. Some Service Provider Content may be provided to Organization under a separate license, such as the Apache License, Version 2.0, or other open-source license.
1.1.19 “Service Specifications” means the following documents referenced in Schedule H-4, as applicable to the Hosting Services under this Agreement: (a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and the Data Processing Agreement described in this Agreement; (b) Oracle’s privacy policies; and (c) any other Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-Cloud Oracle services, such as professional services: the Oracle Cloud Hosting and Delivery Policies, Program Documentation, and the Data Processing Agreement.
1.1.20 “Site” means solely at the production environment described in Schedule “B”.
1.1.21 “Site License” means a license that restricts the Software such that it can reside in one production environment and a reasonable number of non-production environments.
1.1.22 “Software” means the software products that are listed in Schedule “B” and includes any Update(s) or Upgrade(s) that have been provided to Organization. Third Party Software is not included in the definition of Software.
1.1.23 “Third Party Software” means the third-party software product licensed to Organization by the applicable licensors as listed in Schedule “B” The terms and conditions for the Third-Party Software are listed in Schedule “E”. Future Releases of the Software may require alternate third-party software to be licensed by Organization, which will be subject to a third-party license agreement between Organization and the relevant third-party software licensor. In such case Schedule “B” shall be amended to add any such third-party software and it shall be deemed “Third Party Software” for the purposes of this Agreement.
1.1.24 “Update” means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality, or legislative changes. An Update is designated by a change in the right-most digit in the version number (for example, a change from X.1 to X.2).
1.1.25 “Upgrade” is a major overhaul of the Software which is a complete new published version of the Software that modifies, revises, or alters the Software and adds features, functionality or enhancements to such Software. An Upgrade is typically designated by a change in the number to the left of the decimal point in the version number (for example, a change from 1.X to 2.X).
1.1.26 “User” means any employee of Organization or any of Organization’s agents who are authorized by S&S pursuant to this Agreement to have access to the Software.
Section 1.2 Currency
All references to currency in this Agreement and the related Schedules refer to U.S. Dollars.
Section 1.3 Schedules
The Schedules described below and appended to this Agreement shall be deemed to be integral parts of this Agreement and are incorporated herein by reference:
Schedule “B” – Description of Software
Schedule “B” – Statement of Work (“SOW”)
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o Fees & Payment Schedule
Schedule “C” – Standard Support and Maintenance Guidelines Schedule “D” – Insurance Requirements
Schedule “E” – Third Party Terms and Conditions
Schedule “F” – Hosting Services Availability
ARTICLE II: SOFTWARE LICENSES
Section 2.1 Grant of Licenses
2.1.1 S&S Software is licensed, not sold. Software under this Agreement may be licensed perpetually or on a subscription basis, as indicated and designated on Schedule “B.”
2.1.1.1 Perpetual Licenses. For Software licensed to Organization on a perpetual basis, as indicated on Schedule “B,” and subject to the terms and conditions of this Agreement, including without limitation the payment of the License Fees, S&S hereby grants to the Organization a personal, non-exclusive, non-transferable and limited right and license to use the Software in object code format for the number of Concurrent Users specified in Schedule “B” (the “License”). This License does not apply to Third Party Software, which are licensed pursuant to their terms.
2.1.1.2 Subscription Licenses. For Software licensed to Organization on a subscription basis, as indicated in Schedule “B,” and subject to the terms and conditions of this Agreement including without limitation the payment of the Subscription Fees on an ongoing basis, S&S hereby grants to the Organization a personal, non-exclusive, non-transferable and limited right and license to use the Software in object code format on the Hosting Site and for the number of Concurrent Users specified in Schedule “B” (the “License”). All Releases installed by Organization are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software except as this Subscription Agreement may state otherwise.
2.1.2 Any Software furnished by S&S in machine-readable form may be copied in whole or in part by Organization for use on the Organization’s platform and operating system environment which is operating the Software (“Designated Computer System”), whether hosted or on premises. This environment can be accessed by Users can be from any internal or external computer terminal. To the extent that any temporary files associated with the Software are created during such use on such terminals, those temporary files are permitted under this License but only for such time that the temporary files are actually required. Organization agrees that the original copy of all Software furnished by S&S and all copies thereof made by Organization are and at all times remain the sole property of S&S.
2.1.3 Any License granted under this Agreement permits the Organization to: (i) use the Software for its reasonable business purposes including performance testing, disaster recovery, disaster testing, training, archival and backup, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software which may include flow diagrams, system operation schematics, and/or screen shots. Access to and use of the Software by independent contractors of the Organization shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by S&S in its sole discretion in advance. The Organization shall defend, indemnify and hold harmless S&S from claims arising from
(i) all of the actions of and
(ii) any misuse or appropriation of the Software by any independent contractor.
2.1.4 The Organization may duplicate Documentation for permitted uses so long as all required proprietary markings are retained on all duplicated copies.
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2.1.5 Software is licensed to the Organization on multiple levels. The Software is licensed “Current Account Volume” and “User License” basis as set forth in Schedule “B”. (i) Concurrent User License permits the Organization to use the Software on the Designated Computer System (including all environments such as training, disaster recovery, etc.) provided that the number of Users who may be simultaneously using the Software is limited to the number of Concurrent Users specified for such Software on Schedule “B”. A User is further defined as anyone authorized by the Organization who is logged onto the Software, regardless of the type of interface (i.e. graphical user interface or browser user interface). (ii) A Site License permits the Organization to use the Software on the Designated Computer System in one (1) production environment and a reasonable number of non-production environments for the purposes of disaster recovery, disaster testing, training, archival and backup.
Organization requires a separate Site License for each production environment into which the Software or any portion thereof is read in machine-readable form.
Organization may purchase additional licenses to use the Software as necessary at S&S’ then current prices and terms.
2.1.6 As between S&S and Organization, S&S reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest.
2.1.7 Subject to the terms and conditions of this Agreement, including without limitation, payment by Organization of the Annual Hosting Fees, S&S hereby grants to Organization a personal, non-exclusive, non-transferable limited right, during any Term for which Annual Hosting Fees are paid, to allow Users to access and use the Hosting Services solely in connection with its use of the Software together with any further restrictions as detailed in this Agreement.
2.1.8 Subject to the terms and conditions of the Agreement, Organization grants to S&S and its service provider a world-wide, non-exclusive, royalty-free license to access the Customer Data for the purpose of performing the Hosting Services or as necessary to comply with the law or a binding order of a government body. Access to the Data shall only be by S&S’s and its service provider’s employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, S&S may not access the Customer Data for any other purpose without the express written consent of Organization.
Access to Customer Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law or a binding order of a government body. Unless it would violate the law or a binding order of a government body, S&S will give Organization of any legal requirement or order referred to requiring such disclosure.
2.1.9 Organization grants to S&S a world-wide, non-exclusive, royalty-free license to aggregate or compile Customer Data with the customer data of other customers using the Hosting Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its clients or any individual, company or organization (“Aggregated Data”). S&S shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, Organization grants S&S the right to access Data to provide feedback to Organization concerning its use of the Hosting Services.
Section 2.2 Term
2.2.1 Term of License of Software. This Agreement commences on the Effective Date.
2.2.1.1 For any Software License(s) identified on Schedule “B” as perpetually licensed and licensed pursuant to Article 2.1.1.1 is perpetual and of indefinite duration and shall continue to be in force unless terminated pursuant to the terms hereof.
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2.2.1.2 For any Software identified on Schedule “B” as licensed on a subscription basis and licensed pursuant to Article 2.1.1.2, unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”). After the Initial Term, the Agreement shall be automatically renewed for successive one (1) year periods (each a "Renewal Term") subject to S&S’s then-current price structure and any modifications to the terms and conditions of this Agreement made by S&S upon written notice to Organization to reflect S&S’s then current version of this Agreement unless either party provides written notice to the other party of its intention not to renew within one hundred and twenty (120) days of the end of the then current term. The Initial Term and Renewal Term(s) shall collectively be referred to as the “Term”. The License is subject to further restrictions as required under the Hosting Services provisions of this Agreement and the payment of any applicable fees as set forth in Schedule “B.”
2.2.2 Term of Services. The term for delivery of Services hereunder shall be as set forth in any SOW appended hereto or entered into between the parties hereafter.
2.2.3 Term of Support and Maintenance. The initial term for services provided, pursuant to Article IV hereinafter, shall be for five (5) years beginning on the due date, as detailed in the SOW (Schedule “B”).
The initial term commences on the Effective Date and remains in effect for five (5) years.
Organization shall pay the then prevailing Support and Maintenance Fee in advance for each one-year term. S&S shall neither refund any Support and Maintenance Fees nor any Billable Fees if the Support and Maintenance provisions of this Agreement are terminated.
2.2.4 Term of Hosting Services. The initial term for hosting services shall be for one year beginning on the date fees are due, as detailed in the SOW (Schedule “B”). Thereafter, the Hosting Services license shall automatically renew annually, unless terminated by either party upon giving to the other not less than ninety (90) days’ notice in writing prior to the end of the initial term or any subsequent anniversary of such date. Organization shall pay the then prevailing Annual Hosting Fees in advance for each such oneyear term and where the notice of non-renewal has not been provided in accordance with these terms, the Organization is obliged to pay the Annual Hosting Fees for the then applicable one-year term. S&S shall not refund any Hosting Services Fees paid under any circumstances. Hosting services are licensed and provided during periods for which Annual Hosting Fees have been paid.
Section 2.3 Restrictions on Use
2.3.1 Organization shall not, and will not allow, direct or authorize (directly or indirectly) any third party to: (i) use the Software for any purpose other than in connection with Organization’s primary business or operations; (ii) disassemble, decompile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivative works of the Software; (iv) rent, lease, lend, or use the Software for timesharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement. Organization shall be wholly liable to S&S for any misuse of the Software.
2.3.2 The Software and related materials supplied by S&S are protected by copyright, trade secret, trademark, and other intellectual property laws. The Software may not be resold or licensed by Organization. Any rights not expressly granted herein are reserved. Organization may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by S&S.
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2.3.3 Restrictions Specific to Any Hosting Services Purchased a. Customer shall not, and shall not cause or permit others to:
(i) give away, rent, lease or otherwise sell, re-sell, sublicense, distribute, outsource, permit timesharing or service bureau us of, commercially exploit, make available the Hosting Services to any third party, or transfer the license rights granted under this Agreement or otherwise use the Hosting Services or the Software except as expressly permitted by this Agreement and the Information Systems Agreement without the prior written consent of S&S; (ii) modify, create derivative works of, disassemble, reverse engineer, reproduce, republish, download, or copy the Documentation or any part of the Hosting Services (including data structures or similar materials produced by programs.
(iii) frame or mirror any part or content of the Hosting Services, other than framing on Customer’s internal networks or otherwise for Customer’s own internal business purposes. (iv) transmit, upload, post, distribute, store or otherwise publish, through use of the Hosting Services, any data, material or information that: (A) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information; (B) is false, threatening, defamatory, libelous, harassing, profane, is an invasion of privacy or violates privacy rights, offensive, obscene or harmful, promotes bigotry, racism, hatred or harm; (C) infringes or otherwise violates any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third-party; (D) violates any law, statute, ordinance or regulation; or (E) includes unsolicited bulk e-mails, junk mail, spam or chain letters, advertisements or solicitations;
(v) interfere with or disrupt services or networks connected to the system used to provide the Hosting Services and shall not attempt to gain unauthorized access to the Hosting Services or such services or networks connected to the system used to provide the Hosting Services. (vi) (A) perform any benchmarking or availability testing of the Hosting Services or (B) disclose the results of using the Hosting Services for the purposes of monitoring its availability, benchmarking or competitive analysis to any third party. (vii) perform or disclose any performance or vulnerability testing of the Hosting Services without S&S prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Hosting Services. (viii) use the Hosting Services to harass any person, cause damage or injury to any person or property, or to perform cyber currency or crypto currency mining; or (ix) access or use the Hosting Services to build or support, directly or indirectly, products or services competitive to the Software, Hosting Services and Third-Party Components. (b) In addition to its termination rights under in this Agreement, S&S may restrict or limit Customer’s access to the Hosting Services if S&S determines that Customer has engaged in Redlands Regular Meeting of 11-19-24 515 of 1010
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(whether knowingly or unknowingly) any prohibited conduct described herein. In addition to and without limiting the foregoing, S&S reserves the right to refuse to post or to remove in whole or in part any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Hosting Services that S&S determines, in its reasonable discretion, are either in violation of this Agreement or pose any risk of any kind or nature to S&S or its service providers’ network, business or other Customers.
Section 2.4 Ownership of Software and Confidential Information
2.4.1 The Organization acknowledges that the Software contains proprietary information and Confidential Information that is the sole property of S&S.
2.4.2 The Organization will take reasonable care to safeguard the Software, and at least the same care as it takes to safeguard its own similar Confidential Information.
Section 2.5 Ownership and Disposition of Documents
2.5.1 The parties agree that no materials or documents are being created for Organization by S&S under this Agreement. All materials and documents which were developed or prepared by S&S for general use, and which are not the copyright of any other party or publicly available, including educational materials, remain the sole property of S&S.
2.5.2 Where the Organization requests custom materials or documents, the parties shall enter into a separate written agreement which shall include a duly executed statement of work and provisions for the license or ownership of said custom materials.
Section 2.6 Third Party Software
2.6.1 S&S may distribute to Organization Third Party Software which will be described as Third-Party Software in Schedule “B”. Organization shall pay S&S for the Third-Party Software in the amount of the purchase price(s) listed on Schedule “B”, which shall be due upon execution of the Agreement. Future Releases of the Software may require alternate third-party software to be licensed by Organization, which will be subject to a third-party license agreement between Organization and the relevant third-party software licensor. In such case Schedule “B” shall be amended in accordance with Section 6.08 to add any such third-party software and it shall be deemed “Third Party Software” for the purposes of this Agreement. b. The Third-Party Software is licensed to Organization by the applicable licensor listed in Schedule “B” and subject to the terms and conditions of the applicable license agreement for such Third-Party Software.
S&S makes no warranties, express or implied, with respect to the Third-Party Software, including, without limitation, their merchantability or fitness for a particular purpose and S&S accepts no liability of any kind whatsoever with respect to the Third-Party Software. Any warranty Organization has with respect to the Third-Party Software shall be solely provided by the Third-Party Software licensor except where this Agreement expressly states otherwise.
c. The parties acknowledge that the Software may also include Embedded Third-Party Software components licensed by S&S for use in the Software. The terms and conditions of this Agreement shall inure for such third party’s benefit and the license of such Embedded Third-Party Software components are subject to the license and sublicense rights granted to S&S in connection with its use and distribution as part of the Software. The third-party software owner retains right, title and interest in such software, including statutory enforcement rights in the event of infringement.
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d. Organization agrees that it shall not permit any third party to have access to the Third Party Software during the term of this Agreement and that the restrictions as set out in Section 2.3 and the confidentiality obligations set out herein shall equally apply to the Third Party Software, subject to any specific permissions that are provided in the license provided by the third party licensor to the Organization.
ARTICLE III: SERVICES
Section 3.1 S&S’s Services
In order to achieve the Completion of Services, S&S agrees, subject to the terms and conditions of this Agreement, to perform the following services (the “Services”) for the Organization in accordance with the relevant Statement of Work:
3.1.1 Oversee and implement the conversion from the Organization’s existing software applications to S&S’ Software.
3.1.2 Install the Software and perform necessary setup and configuration operations.
3.1.3 Provide training.
(i) In any training class exceeding ten (10) people, Organization may be assessed an additional charge for additional instructor(s).
(ii) Organization shall provide copies of the training manuals required for the training classes to each participant either by photocopy or electronic duplication. Each copy is subject to the restrictions and obligations contained in this Agreement. (iii) On-line reference Documentation is delivered with each release. Organization may print or copy this Documentation solely for its internal use.
(iv) Cancellation of any on-site Services by Organization is allowed for any reason if done in writing more than fourteen (14) days in advance of such Services. Organization will be billed for any non-recoverable direct costs incurred by S&S that result from a cancellation by Organization with fourteen (14) days or less of scheduled on-site Services. Additionally, Organization hereby acknowledges that cancellation of on-site Services means that such on-site Services will be rescheduled as S&S’s then current schedule permits. S&S is not responsible for any delay in Organization’s project resulting from Organization’s cancellation of Services. If upon S&S arrival, the Organization has not completed required tasks for such visit, then the Organization will be billed 100% of the on-site fee and scheduled on-site Services may be cancelled at S&S’ discretion. If additional Services are required because the Organization was not adequately prepared, S&S will provide a Change Order to the Organization for said Services.
3.1.4 The Statement of Work describes in greater detail the Services, the method by which the Services shall be performed and other obligations on the part of the two parties. To the extent that the Statement of Work more explicitly details the Services or the obligations of a party, then those details shall prevail over any other document that is less explicit. Any warranties or representations on the part of S&S in the Statement of Work are not binding on S&S and are merely provided for informational purposes; the only warranties and representations provided by S&S in respect of the Services and this Agreement are found in Article V.
Section 3.2 Performance by S&S
3.2.1 Manner of Performance -- S&S shall perform the Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in their performance.
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3.2.2 S&S’ Discretion -- S&S shall determine in its sole discretion the manner and means by which the Services shall be performed. S&S will consult with the Organization on its methodology, manner and means.
3.2.3 Conduct on Organization’s Premises -- The Services shall be performed with the Organization’s full cooperation as agreed, whether on the premises of the Organization or at an alternative location. When working on the Organization’s premises, S&S personnel shall observe the Organization’s administrative and ethics codes relating to the security, access or use of all or part of the Organization’s premises and any of the Organization’s property, including proprietary or confidential information.
3.2.4 Inquiries by Organization -- S&S shall respond expeditiously to any inquiries pertaining to this Agreement from the Organization.
3.2.5 Independence -- As an independent consultant, Organization retains S&S and its employees and agents on an independent contractor basis and not as an employee.
3.2.6 Coordination of Services -- S&S agrees to coordinate with Organization staff in the performance of Services and to be available for consultation at all reasonable times.
Section 3.3 Performance by Organization
3.3.1 Cooperation by Organization: The Organization acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Organization and its staff and agrees to cooperate fully with S&S to achieve the Completion of Services expeditiously.
3.3.2 Project Manager: The Organization shall designate a project manager to facilitate the successful implementation.
3.3.3 Passwords. Organization agrees to comply with all S&S security policies and procedures as provided to it and amended from time to time. Organization and its Users shall be responsible for keeping any and all passwords, user ID’s, log-in credentials and private keys assigned to its Users secret and confidential.
User ID’s, passwords, login-in credentials and private keys are for Organization’s internal use only and Organization may not sell, transfer or sublicense them to any other entity or person except that Organization may disclose its private key to its agents performing work on its behalf. Organization agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using Organization’s or its Users’ passwords and user ID’s or log-in credentials and private keys, as well as any obligation that may result from such use. Organization agrees to notify S&S in writing if it believes that a password has been stolen or might otherwise be misused. Organization agrees to notify S&S immediately of any unauthorized use of any password or user ID or any other breach of security suspected by Organization.
3.3.4 Users. The Organization is responsible for: (i) the actions of Users using the Hosting Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided by S&S from time to time for Users; and (iii) informing S&S of any information about Users’ actions that may affect either the Hosting Services or third party data contained in or used by the Hosting Services, or S&S’s ability to provide the Hosting Services as contemplated by this Agreement.
3.3.5 Compliance with Laws. Organization represents and warrants to S&S that it and its Users will at all times be in compliance with all applicable local, state, provincial, federal and international laws, rules and regulations including but not limited to, those laws regarding restrictions on exports, defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability.
3.3.6 Additional Organization Obligations:
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(i) For any on premises solutions, Organization shall install all Updates within a reasonable time after notification of their availability. However, any fix or correction designated as “critical” by S&S shall be implemented by Organization within thirty (30) days of such notification. (ii) Organization shall notify S&S of suspected defects in any of the Software supplied by S&S.
Organization shall provide, upon S&S request, additional data to reproduce the environment in which such defect occurred.
(iii) Organization shall allow the use of online diagnostics on the Software supplied to Organization as requested by S&S. Organization shall provide to S&S, at Organization’s expense, access to the Designated Computer System via the Organization’s firewall to communications software (e.g.
PC Anywhere, WebEx, Web Demo).
(iv) Organization personnel shall be educated and trained in the proper use of the Software in accordance with applicable S&S manuals and instructions. If Organization’s personnel are not properly trained as mutually determined by S&S and Organization, such personnel will be trained by S&S or Organization within fifteen (15) days. If S&S performs such training, it shall be compensated in accordance with this Agreement.
(v) Organization shall establish proper backup procedures necessary to replace critical Organizational data in the event of loss or damage to such data from any cause and despite anything in this Agreement or the Statement of Work to the contrary, S&S is absolved from any requirements regarding the backup of any data. Organization shall provide S&S with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error, defect or malfunction.
(vi) Organization shall not permit any third party to have direct access to or provide services in relation to the Software or any Third-Party Software without S&S’ prior written consent. (vii) Organization shall have the sole responsibility for:
(a) the performance of any tests it deems necessary prior to the use of the Software (for on premises and hosted solutions).
(b) assuring proper Designated Computer System installation, configuration, verification, audit controls and operating methods (on premises solutions only). (c) implementing proper procedures to assure security and accuracy of input and output and restart and recovery in the event of malfunction (on premises solutions only); and (d) timely upgrade and keeping current all third-party license releases and/or Software products to meet the requirements of the Software (on premises solutions only).
3.4.1 Hosting Services
3.4.1 S&S shall provide the facilities, equipment, and software to deliver the Hosting Services. S&S shall have the right to manage all resources used in providing the Hosting Services, as S&S deems appropriate.
3.4.2 S&S shall host and provide access to the Software Users, subject to scheduled periods of nonavailability as described in Schedule “F”.
3.4.3 S&S reserves the right to have commercially reasonable additional User security criteria that may be applied to Users prior to their ability to have access to the Software. S&S shall inform the Customer of such criteria, but S&S shall be free to implement such criteria at any time without prior written warning to the Customer and/or to Users. Where Users do not accept such and/or agree to such criteria, S&S reserves its rights to not grant to such Users access to Redlands Regular Meeting of 11-19-24 519 of 1010
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the Software. S&S reserves its rights to restrict access to the Software to Users for any violation of any additional terms and conditions to which such Users accept/agree to access the Software.
3.4.4 The Customer, not S&S, shall be responsible for creating and maintaining all User account information and for performing all other application-level system administration functions that are available within the Software.
3.4.5 S&S shall comply with the terms and conditions regarding access and use of Data as set forth in this Agreement.
3.4.6 Customer acknowledges that in order to provide the Hosting Services, Customer may be required to purchase access to Third Party Components. Customer further acknowledges that the availability of such Third-Party Components is based solely on the best information available to S&S and its service providers as of the Effective Date including third party representations and government regulations and is subject to change during the Term with little or no advance notice. If any necessary Third Party Components are determined by S&S to be unavailable as a result of changes to any third party availability, governmental regulations or other condition or circumstance outside of S&S’s control, then (a) S&S shall not be in breach hereof or otherwise liable for any failure or inability to provide the Hosting Services as a result of such unavailability of any Third Party Components; and (b) may be required to change or replace the applicable Third Party Components or otherwise attempt to mitigate the impact of the such unavailability of Third Party Components.
3.4.7 Additional Terms and Conditions. Customer agrees and shall cause its Users to agree to be bound by and comply with the additional terms and conditions relating to Third Party Components, if any attached to this Agreement as Schedule “E”, as may be amended from time to time by S&S, in its sole discretion, upon written notice to Customer.
3.4.8 The Service Specifications describe and govern the Hosting Services. During the Term, S&S may update the Hosting Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third-Party Components. If any of the terms and conditions of S&S’ agreement with its thirdparty service provider or any other provider or licensor of Third-Party Components are modified by such provider, S&S may modify the terms and conditions of this Agreement effective immediately upon written notice to Customer. If any such modification, change or replacement of the original Third Party Components includes a material price increase with respect to the Hosting Services enabled by such Third Party Components or materially reduces the level of performance, functionality, security or availability of the Hosting Services during the then current term, Customer may terminate this Agreement by providing written notice to S&S within thirty (30) days after Customer’s receipt of notification of such material price increase or discovery of such impairment. For clarity, Customer and S&S shall agree in writing to any transition services requested by Customer and the associated transition services fees payable by Customer to S&S in the event of such termination.
3.4.9 (Oracle Programs. S&S, as authorized distributor of certain Oracle software offerings (“Oracle Programs”), provides the Oracle Programs set out in Schedule “E” to Customer for its use in accordance with the terms and conditions set out in the attached Schedule “E”.
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3.5 Responsibilities
3.5.1 Cooperation by Customer. The Customer acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Customer and its staff and agrees to act reasonably and cooperate fully with the S&S to achieve the Completion of Services related to any Professional Services supplied by S&S. To enable S&S to provide effective Support Services, the Customer will establish secure remote access to S&S based on mutually agreed to remote access procedures.
3.5.2 Project Manager. The Customer shall appoint a project manager who shall work closely with S&S to facilitate the successful completion of the implementation process and who shall be responsible for supervising the staff of the Customer and their cooperation with and participation in such process during any Professional Services.
3.5.3 Customer Equipment. Customer agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, onsite network, Internet or direct telecommunications connections and software applications (e.g. web browser) at Customer’s facilities required for Users to access and use the Hosted Services. S&S shall not be responsible for the operation of any Internet, network or other communication services. The Customer further acknowledges that the operation of the Hosting Services requires the Customer's and Users’ hardware to be of sufficient quality, condition and repair, and the Customer agrees to and/or ensure that Users maintain their applicable hardware in the appropriate quality, condition and repair at the Customer’s sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of Completion of Services related to any Professional Services supplied by S&S.
3.5.4 Passwords. Customer agrees to comply with all S&S and its service providers’ security policies and procedures as provided to it and amended from time to time. Customer and its Users shall be responsible for keeping any and all passwords and user IDs assigned to it its Users secret and confidential. Customer agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using Customers or its Users’ passwords and user ID’s, as well as any obligation that may result from such use. Customer agrees to notify S&S in writing if it believes that a password has been stolen or might otherwise be misused. Customer agrees to notify S&S immediately of any unauthorized use of any password or user ID or any other breach of security suspected by Customer related to the Hosting Services.
3.5.5 Users. The Customer is responsible for: (i) the actions of Users using the Hosting Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided by S&S from time to time for Users; and (iii) informing S&S of any information about Users’ actions that may affected either the Software or third party data contained in the Software or used by the Hosting Services, or S&S’s ability to provide Hosting Services as contemplated by this Agreement.
3.5.6 Compliance with Laws. Customer represents and warrants to S&S that it and its Users will at all times be in compliance with all applicable local, state, and federal and laws and regulations Redlands Regular Meeting of 11-19-24 521 of 1010
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including but not limited to those laws regarding defamation, libel, harm to reputation, privacy, security, data protection, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition, exports, and other situations which could generate liability.
3.5.7 Export. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Hosting Services. Such export laws govern use of the Hosting Services (including technical data) and any Hosting Services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations (including "deemed export" and “deemed re-export" regulations, restrictions on exports including the U.S.
Export Administration Regulations, end-user, end use and destination restrictions by Canadian, U.S. and other governments related to S&S and its service provider’s products, services and technologies). Customer agrees that no data, information, software programs and/or materials resulting from the Hosting Services (or direct product thereof) will be exported, directly or indirectly, in violation of export laws and regulations of the United States and any other relevant local export laws and regulations applicable to the Services (including technical data), or will be used for any purpose prohibited by these laws, including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. Customer acknowledges that the Hosting Services are designed with capabilities for Customer and its Users to access the Hosting Services without regard to geographic location and to transfer or otherwise move the Data between the Hosting Services and other locations such as User workstations. Customer is solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of the Data.
3.5.8 Managed Services. S&S shall provide the Managed Services in accordance with accepted industry standards. Please see the table below for additional information on other division of responsibilities:
Item Notes Responsibility
Power Supply
All data center infrastructure is backed by redundant power sources and maintain generator backups in case of widespread electrical outage.
S&S
Internet Feeds
& Networking
at the Hosting
Facility
All data center infrastructure is backed by high-speed redundant network and internet connectivity. S&S
Internet Feeds
& Networking
at the
Customer Site
The Customer is responsible for monitoring and maintaining network and internet connectivity at the customer site relating to the hosted environment. For general usage, 10 to 20 Mbps upload/download dedicated to enQuesta throughput will meet or exceed the needs of most customers.
Customer
Disk Failover
in Data Center
Multiple copies of data are stored redundantly across multiple storage servers with built-in repair mechanisms. S&S
On-Premises
(Customer)
Network
Set-up and maintenance of all network components, including firewall configuration and network connectivity. Customer VPN Tunnels
For all hosted systems, an IPsec VPN tunnel is required to provide secure connectivity between the customer and the cloud hosting environment.
Customer &
S&S
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The hosting environment tunnel is to be a co-managed; each party is responsible for notifying each other in the event of any changes that may require any type of coordination.
Back-Ups
Daily backups occur each evening and are retained for 90 business days. The Recovery Point Objective (RPO) for enQuesta is to recover from the most recent of these evening backups to minimize data loss. Selecting the Data Guard option makes your Production RPO point-of-failure (a.k.a. real-time).
RTO for enQuesta is 12 hours. Often recovery time is 4 hours or less, but this is dependent on the type of failure that may have occurred.
Complete server and data backups are taken at a 24 hour our interval and replicated to a different Oracle data center facility should any type of backup ever be required. This back-up can be made available to the Customer at any point. Higher frequency back-ups may be requested at the then available S&S rates.
S&S
Disaster
Recovery
Set-up, maintenance and restoration from backups – typical recovery time is less than 24 hours for enQuesta production – extreme cases can take up to 72 hours for enQuesta production.
The number one priority will be enQuesta, once it’s up, the same timelines would then apply to Capricorn & enQuesta Link.
S&S
Operating
System
Maintenance
S&S is responsible for the following Operating System Level changes: General O/S maintenance, O/S-level application configuration, and systematic semi-yearly O/S patching.
S&S
Database
Maintenance
S&S is responsible for Database maintenance and tuning as required by the enQuesta Software.
Please note that this does not include manual data manipulation for ad-hoc billable projects or corrective measures in the case of Customer error.
S&S
Workstations
The Customer is responsible for the management and
maintenance of all workstations, PCs, devices used to connect to the enQuesta Software.
Customer
Any Hardware
On-Premises
(e.g Kiosks,
Handhelds
Scanners, etc.)
The Customer is responsible for the configuration, management and maintenance of any additional hardware installed on-premises. Customer Printers
Customer is responsible for all printer configuration and support of printers (beyond the six (6) that are included as part of the original contract).
Customer
System
Monitoring
Alerting of critical instances: Tablespace Capacity, JBOSS, BackUp Completed/Failed, Hosting Services Up/Down, Web Portal Availability (Production Instance Only)
S&S
Other
The Customer is responsible for enQuesta user maintenance and general system administration. The Customer is also responsible for any file or report import/export to non-enQuesta servers.
Customer
3.5.9 (i) Data Security. Customer acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to Customer’s and its Users’ (as well as S&S’s and its service providers’) computer systems, networks and any and all information stored therein. Customer is solely responsible for ensuring that (i) Customer’s computer systems are secure and protected from unwanted interference (such as “hackers” and viruses), (ii) all transmissions are screened for viruses or Redlands Regular Meeting of 11-19-24 523 of 1010
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other harmful code prior to transmission to S&S’s and/or its service providers’ servers; and (iii) Data is encrypted. Some content may be subject to governmental regulations or may require security measures beyond those specified by S&S for an offering. Customer remains solely responsible for Customer’s regulatory compliance in connection with Customer and its Users’ use of the Hosting Services. Customer is responsible for making S&S aware of any technical requirements that result from Customer or its Users’ regulatory obligations prior to entering into this Agreement. S&S will cooperate with Customer’s efforts to determine whether use of the standard S&S Hosting Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by S&S and its service provider or changes to the Hosting Services. Customer will not input or provide such content unless S&S has first agreed in writing to implement additional required security measures. By using the Hosting Services, Customer acknowledges that it meets Customer’s requirements and Data (including Personal Information) processing instructions. Customer is solely responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from the Data, including any viruses, Trojan horses, worms or other harmful programming routines contained in the Data, and any use by Customer or its Users of the Hosting Services in a manner that is inconsistent with the terms of this Agreement. To the extent that Customer discloses or transmits the Data to a third party, S&S and its service providers are not responsible for the security, integrity or confidentiality of such content outside of S&S’ and its service providers’ control.
3.5.10 Unless otherwise agreed to by S&S in in this Agreement, the Data may not include any sensitive or special data that imposes specific security or data protection obligations on S&S and its service provider in addition to or different from those specified in the Service Specifications. If available for the Hosting Services, Customer may purchase additional service from S&S designed to address specific data security or data protection requirements applicable to such sensitive or special data Customer seeks to include in its Data.
3.5.11 S&S AND ITS SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY,
AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. S&S AND ITS SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION
TO OR USE OF THE INTERNET, AND S&S AND ITS SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.
3.5.12 Should the unlikely event of any type of unsolicited activity occur (e.g. even if it’s due to suspicious activities by a Customer's employee) S&S reserves the right to immediately block off entry to all parties until root cause is assessed via all activity logs (network, database, and application). The Customer also reserves the right to ask S&S to turn off access to all at any point, in the unlikely event that this should be deemed required.
3.5.13 Current datacenter infrastructure standards are available at the links set out in Schedule “E”.
ARTICLE IV: SUPPORT AND MAINTENANCE
Section 4.1 Delivery of Support Services
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4.1.1 Method of Delivery. S&S shall provide software support via telephone and electronic transmission, with site visits only when necessary. The support services will be provided during the hours of operation as described in Schedule “C” hereto, effective on the date support services fees are due, as detailed in the SOW (Schedule “B”). Such services may be modified at S&S’ sole discretion. Organization will establish auto remote access procedures compatible with S&S’ current practices.
4.1.2 Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by S&S in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with S&S, and Organization shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement.
4.1.3 Source Code Escrow. S&S maintains an escrow agreement with a third party under which is placed the source code for each major release of its Software. Organization may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee. Organization will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the S&S Software is strictly governed by the terms of the escrow agreement. No escrow in Third Party Software is provided.
4.1.4 S&S shall have the right to terminate ongoing Support and Maintenance pursuant to this Agreement immediately if:
i) Organization attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes a Reorganization, without complying with this Agreement; or ii) Organization has not paid an invoice within ninety (90) days of the start of a renewal term.
ARTICLE V: REPRESENTATIONS AND WARRANTIES
Section 5.01 Warranty of Performance
5.1.1 Software Warranty. The Software will substantially perform as described in the Documentation for a period of one hundred twenty (120) days from the Completion of Services if the Software is used in accordance with the Documentation, the terms of this Agreement and where the Organization has the Required Programs, and the hardware meets the requirements. The Organization’s sole recourse in the event the Software does not conform to the Documentation is the repair and replacement of the Software.
5.1.2 Hosting Services Warranty. During the duration of this Agreement, Provider warrants to Organization that the Hosting Services shall be performed at the level and shall reasonably meet the requirements as stated in any Provider manuals and other documentation provided. Organization’s sole recourse in the event the Hosting Services do not conform to the warranty provided is for the right to terminate those Hosting Services upon providing thirty (30) days’ written notice to Provider.
5.1.3 In the event an error is discovered in the Software outside the warranty period and the error can be reproduced by S&S, provided Organization has ongoing Support and Maintenance with S&S pursuant to Article IV of this Agreement, S&S will make reasonable commercial efforts to provide Organization with a correction or suitable workaround in accordance with the terms of Article IV. S&S reserves the right to correct any defects about which it is made aware and to produce in its sole discretion Releases at a time of S&S’ own choosing.
5.1.4 S&S warrants that services performed pursuant to this Agreement will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks.
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Section 5.02 Exclusions to Warranty
S&S shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of S&S, including:
5.2.1 where the installation, integration, modification or enhancement of the Software was not done by S&S or its authorized agent, or where Organization has taken any action which is prohibited by the Documentation or this Agreement.
5.2.2 any use or combination of the Software with any software, equipment or services not supplied by or on behalf of S&S.
5.2.3 user error, or other use of the Software in a manner or in an operating environment for which it was not intended or other than as permitted herein.
5.2.4 Organization’s failure to install a new Update necessary to cure an error or bug, for security or legislative compliance purposes or for such other reasons as S&S may determine in its sole discretion: or
5.2.5 Any other event of force majeure.
Section 5.03 No Other Warranties
TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS LICENSED AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO THE ORGANIZATION “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS
OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH.
S&S, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE
SOFTWARE AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION
HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
S&S DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL OPERATE ERROR FREE OR IN THE COMBINATIONS SELECTED, THAT IT SHALL MEET ANY OR ALL OF THE ORGANIZATION’S PARTICULAR REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED.
WITHOUT LIMITING THE FOREGOING, S&S DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT
LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE OPERATION OF THE INTERNET, NETWORK
OR OTHER COMMUNICATION SERVICES) AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE
FOREGOING OR THE APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA CONTAINED IN SUCH SYSTEM. S&S AND ITS SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY,
AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.
NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING or SIGNED BY AN AUTHORIZED SIGNING OFFICER OF S&S.
Section 5.4 Required Programs and Hardware
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5.4.1 The Organization acknowledges that the use of the Software may require that the Organization obtain and install additional required software programs (the “Required Programs”), as detailed in the attached Schedule “B”. The Organization agrees that the acquisition of the Required Programs (including the cost for future updates) shall be at its sole cost and that the cost thereof is not included in the fees herein.
5.4.2 Organization’s hardware shall be maintained in sufficient quality, condition and repair at Organization’s sole cost and expense to support the Software licensed and supported herein. If S&S determines that Organization’s hardware is not of sufficient quality, condition and repair, S&S shall so notify Organization, and Organization will use reasonable efforts to remedy any hardware deficiencies within thirty (30) days.
5.4.3 Organization shall provide no less than one hundred and twenty (120) days’ notice where the Organization anticipates changing any of the third-party software or hardware products in use on the Designated Computer System so that S&S may assess whether the Software will function with the different software or hardware. Where S&S determines that the Software may not function with the alternative software or hardware then any upgrade by Organization to the software or hardware will be at Organization’s sole risk. S&S and Organization may be required to enter into a Statement of Work document subject to additional fees in order to make this determination.
ARTICLE VI: FEES AND PAYMENT
Section 6.1 Fees and Payments for Licenses
6.1.1 The Organization agrees to pay S&S total License fees detailed in Schedule “B” (the “License Fees”), which is not inclusive of any applicable taxes. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. The fee structure and payment schedule are outlined in the attached Schedule “B”. The License is subject to the full payment of the License fees. All payments for License fees are non-refundable.
6.1.2 Except for any aspect of the License Fee, which is payable on the Effective Date, during the term of this Agreement, Organization shall have thirty (30) days after the date outlined in the payment schedule in Schedule “B” to pay S&S the applicable License Fee.
6.1.3 Prices are for quoted products only. However, to the extent permissible under governing law and Organization’s regulations and practices, this Agreement may function as a cooperative purchasing agreement for future Organization purchases. Pricing for future and additional purchased products or pursuant to any cooperative purchasing agreement will be at S&S then-current pricing and not based upon pricing in this Agreement.
Section 6.2 Fees and Payments for Services and Subscription Licenses
6.2.1 The Organization agrees to pay S&S total fees as delineated in the SOW (Schedule “B”). The fee structure and payment schedule for Services are outlined in the SOW (Schedule “B”). All payments for Services are non-refundable.
6.2.2 Annual Subscription for Subscription Licenses
6.2.1.1 The Organization agrees to pay S&S the Annual Subscription Fees, which are not inclusive of any applicable taxes. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. The fee structure and payment schedule are outlined in the SOW (Schedule “B”). The License is subject to the full payment of the Annual Subscription Fees in accordance with the payment Redlands Regular Meeting of 11-19-24 527 of 1010
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terms set out in SOW (Schedule “B”).
6.2.1.2 The Annual Subscription Fee will be billed annually in advance beginning as set forth in the SOW (Schedule “B”) and thereafter on the anniversary or on an alternative date mutually agreed to by both parties. If the Organization would like to match the annual invoicing of the Annual Subscription Fee to its fiscal year or any other period it may request, then S&S will issue a prorated invoice for the portion of the year remaining during the initial term. S&S may change the Annual Maintenance Fee from time to time in relation to each renewal term, but Organization shall only be billed once per year.
6.2.2 The Organization agrees to reimburse S&S for its travel, lodging, per diem and other out of pocket expenses as set out in the attachment to the SOW (Schedule “B”).
6.2.3 During the term of this Agreement, S&S shall, from time to time, deliver invoices to Organization. Each invoice is due and payable upon receipt.
6.2.4 In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies S&S has under this Agreement or otherwise, S&S shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any late charges.
6.2.5 S&S shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable to its employees and operations. Any tax S&S may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from the prices listed in the SOW (Schedule “B”) and such sums (including the payment of the taxes) shall be payable upon receipt of invoice. Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. Organization warrants that there are no additional county/city/municipal style taxes that apply to any of the Services, Support Services or Licenses or that are in relation to income taxes payable by S&S employees.
6.2.6 Change Orders. For proposed changes to the Services defined by this Agreement that do not materially impact the scope of either party's work effort required under this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and of S&S applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, timelines governing, and the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. A sample Change Order is presented in Schedule “C”.
Section 6.3 Fees and Payments for Support and Maintenance and Any Hosting Services
6.3.1 In consideration for the support services provided hereunder, Organization shall pay the “Support and Maintenance Fee” and the “Annual Hosting Fees” as detailed in the SOW (Schedule “B”). The Support and Maintenance and Annual Hosting Fees will be billed annually in advance on the due date, as detailed in the SOW (Schedule “B”), and thereafter on the anniversary of this date or on an alternative Redlands Regular Meeting of 11-19-24 528 of 1010
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date mutually agreed to by both parties. If the Organization would like to match the annual invoicing of the Support and Maintenance Fee and Annual Hosting Fees to its fiscal year or any other period it may request, then S&S will issue a prorated invoice for the portion of the year remaining during the initial term. S&S may change the Support and Maintenance Fee and Hosting Services Fees from time to time in relation to each renewal term, but Organization shall only be billed once per year.
6.3.2 In addition to the Support and Maintenance Fee, Organization shall reimburse S&S for its direct expenses in providing support services (“Billable Fees”) pursuant to this Agreement which include:
(i) its direct travel expenses which are excluded from the total fees amount described in the Statement of Work, including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees.
(ii) courier services, photocopying, faxing and reproduction, all reasonable travel costs (hotel and airfare) including a travel time rate of $75.00 per hour. (iii) a per diem rate of $70.00 for weekdays and a $140.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided). (iv) a mileage charge based on the current U.S. Internal Revenue Service recommended rate per mile, long distance telephone calls; and
(v) all other reasonable expenses incurred in the performance of S&S's duties including courier services and documentation copying or production.
S&S may update its reimbursement policies and rates related to the Billable Fees from time to time, in which case such updated policies shall apply for purposes of this Agreement, provided that such updated reimbursement policies must generally apply to all clients of S&S.
6.3.3 S&S shall supply all Upgrades to Organization at no additional charge other than the payment of ongoing Support and Maintenance Fee. Upgrades may require additional services to be performed by S&S outside of the scope of those services provided by S&S, including additional training not covered by this Agreement and professional services for the installation and implementation of the Upgrade that will be subject to the S&S then-prevailing policies, terms and Billable Fees related to pricing and hourly rates.
All such services shall be performed subject to a newly negotiated Statement of Work that will be subject to the terms of this Agreement.
6.3.4 All Updates of the Software and all those services listed in the Statement of Work which are included as part of Organization’s Software support will be made available to Organization at no additional charge other than the payment of the Support and Maintenance Fee.
6.3.5 All payments for Support and Maintenance and Annual Hosting Fees shall be net of any taxes, tariffs or other governmental charges. S&S shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable to its employees and operations. Any tax S&S may be required to collect or pay upon the sale, use or delivery of support and maintenance services shall be paid by the Organization and such sums shall be due and payable to S&S upon receipt of an invoice, therefore. Any taxes levied in relation to the services required for a Release shall be paid by the Organization.
ARTICLE VII: REMEDIES, LIABILITY AND INDEMNITY
Section 7.1 Remedies and Liability
7.1.1 Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done prior to said termination.
7.1.2 The Organization and S&S recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of S&S arising from this Agreement. The parties agree that in all such circumstances the Organization’s remedies and S&S’ liabilities will be limited as set forth below and Redlands Regular Meeting of 11-19-24 529 of 1010
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that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.
(i) EXCEPT FOR DAMAGES ARISING OUT OF S&S’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7.3, BOTH PARTIES AGREE THAT S&S’ ENTIRE LIABILITY (UNDER CONTRACT OR IN TORT INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS
AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE FEES PAID TO S&S BY THE ORGANIZATION UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE CLAIM AROSE.
(ii) IN ADDITION TO THE FOREGOING, S&S SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER,
INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS
OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR
SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ORGANIZATION
HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY
IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND
OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.
Section 7.2 Intent
The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Agreement shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person’s affiliates and to its shareholders, directors, officers, employees and affiliates.
Section 7.3 Intellectual Property Indemnity
7.3.1 In the event there is a third party claim against Organization alleging that Organization’s use of the Software in accordance with this Agreement constitutes an infringement of a Canadian or United States’ patent, copyright, trademark or trade secret or other intellectual property that is valid and enforceable in Organization’s jurisdiction, S&S shall, at its expense, defend and indemnify Organization and pay any final judgment (including all damages awarded against Organization) against Organization or settlement agreed to by S&S on Organization’s behalf. This indemnity is only effective where (i) Organization has not made any admissions or begun settlement negotiations either prior to or after providing notice to S&S of the applicable claim except with S&S’ prior written consent, (ii) S&S has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii) Organization assists and provides information to S&S throughout the action or proceeding, and (iv) Organization has not modified the Software in any manner whatsoever except with the prior written consent of S&S.
7.3.2 S&S’ liability for any claims under this Section 7.3 shall be reduced to the extent such claim arises from. (i) alterations or modifications to the Software by Organization or a third party in any manner whatsoever except with the prior written consent of S&S.
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(ii) combination, integration or use of the Software with software, hardware or other materials not approved by S&S where such claim would not have arisen but for such combination, integration or use.
(iii) use of the Software other than in compliance with this Agreement. (iv) compliance with the Organization’s written instructions or specifications; or (v) use of the Software after notice from S&S that it should cease due to possible infringement.
7.3.3 Any breach by Organization of its covenants under this Section 7.3 shall nullify this indemnity but not the sole right of S&S to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the Organization’s use of the Software is finally held to be infringing or S&S deems that it may be held to be infringing, Organization agrees that the only remedy available to it is that S&S shall be, at S&S' election, for S&S to: (1) procure for the Organization the right to continue use of the Software; or (2) modify or replace the Software so that it becomes non-infringing.
7.3.4 The foregoing states S&S' entire liability, and the Organization’s exclusive remedy, with respect to any claims of infringement of any copyright, patent, trademark, trade secret or other intellectual property and property interest rights relating to the Software, or any part thereof or use thereof.
7.3.5 Organization may, at Organization’s sole cost and expense, retain counsel of its own choosing who shall be permitted to attend all settlement conferences and hearings or other court appearances related to the proceeding.
7.3.6 The indemnity provisions of this Section 7.3 shall not apply to Third Party Software and S&S shall have the right to substitute the licensor of the Third Party Software to perform S&S’ obligations hereunder and the Organization agrees to release S&S from any obligations related to such Third Party Software.
Section 7.4 Remedies
Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of S&S arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity.
ARTICLE VIII: GENERAL
Section 8.1 Confidentiality
8.1.1 Duty Owed to the Organization: S&S acknowledges that it may receive information from the Organization or otherwise in connection with this Agreement. Except for information in the public domain, unless such information falls into the public domain by disclosure or other acts of the Organization or through the fault of the Organization, S&S agrees:
(i) to maintain this information in confidence.
(ii) not to use this information other than in the course of this Agreement. (iii) not to disclose or release such information.
(iv) not to disclose or release such information to any third person without the prior written consent of the Organization, except for authorized employees or agents of S&S; and (v) to take all reasonable actions, whether by instruction, agreement or otherwise, to ensure that third persons with access to the information under the direction or control or in any contractual privity with S&S, do not disclose or use, directly or indirectly, for any purpose other than for performing the Services during or after the term of this Agreement, any material or information, including the information, without first obtaining the written consent of the Organization.
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8.1.2 Duty Owed to S&S: The parties agree that if the Organization breaches any term of Section 2.3 or Section 2.4 then S&S shall have the right to terminate this Agreement and the grant of Licenses herein forthwith without giving notice as set forth in Section 8.2.1.
Section 8.2 Termination
8.2.1 If either party should fail to comply with its obligations under this Agreement, the other party must notify the breaching party in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the other party or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the breaching party fails to (i) issue a written notice disputing the alleged default within such thirty (30) day period; or (ii) to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, this will constitute an “Event of Default”, and the other party may terminate this Agreement effective upon written notice to the other party to that effect.
8.2.2 If Organization has failed to pay the license fees in accordance with Article VI, then S&S shall have the right to terminate the license rights granted herein and this Agreement effective immediately upon written notice to Organization.
8.2.3 Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party:
(i) becomes insolvent.
(ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder.
Section 8.3 Procedure on Termination
8.3.1 If this Agreement is terminated prior to the Completion of Services or for products licensed on a subscription basis, then within thirty (30) days following such termination, the Organization shall either return to S&S or delete the Software from all of its locations (except as required under any statute related to retention requirements) and shall certify in writing that all of the Organization’s copies of the Software have either been returned to S&S or deleted.
8.3.2 If this Agreement is terminated following the Completion of Services, then the Organization may retain the copy of the Software in its possession as of the Completion of Services. Notwithstanding the foregoing, the Organization will remain subject to the obligations imposed upon it pursuant to this Agreement with respect to the Software, including, but not limited to, such obligations relating to ownership of the Software and confidentiality and all of the restrictions on the Organization as set out in Article II.
8.3.3 All warranties related to the Software terminate upon the termination of this Agreement.
8.3.5 Termination Provisions Specific to Hosting Services. In the event of termination or expiration of Hosting Services pursuant this Agreement:
a. All rights to use the Hosting Services granted to S&S in this Agreement shall immediately terminate and Organization will immediately cease to perform or provide said Hosting Services.
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b. Organization will pay all amounts due under this Agreement for the Hosting Services up to and through the date of termination and all costs reasonably incurred in collecting the amounts due to S&S (including court costs, attorney fees, and repossession charges to the extent not prohibited by law).
c. Conditional upon Organization’s payment of all Fees that are due to S&S, S&S will furnish the S&S with a copy of Organization’s Customer Data in a format to be mutually agreed upon between the parties in writing (typically a .csv file). The anticipated time to provide a copy of the Customer Data are one to two days and will be billed at S&S’s then current daily rate. Upon receipt of notice from S&S confirming receipt of the Customer Data, S&S shall destroy all copies of the Customer Data and delete all Customer Data on the database and an Officer of S&S shall certify the destruction and deletion to the Organization. Subject to any legal requirement that S&S must retain a copy of the Customer Data, S&S shall not delete the Customer Data for 90 days from the date of termination except: (i) where S&S has provided the Customer Data to S&S pursuant to this Subsection; or (ii) where it has received written instructions from Organization to delete the Data. Following 90 days from the date of termination if Organization has not communicated with S&S regarding the Customer Data, S&S shall have the right to delete all Customer Data at any time as either required by law or as determined by S&S in its sole discretion. Notwithstanding the foregoing, S&S shall be permitted to delete all Customer Data without providing notification to Organization and S&S shall not be required to adhere to the time frames detailed above where S&S is required by law to delete such Customer Data.
Section 8.4 Mediation
The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the parties. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. Such mediator shall be knowledgeable in software system agreements. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney’s fees incurred by either party), is to be shared by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written agreement of the parties. Notwithstanding the foregoing, nothing in this Section shall inhibit a party’s right to seek injunctive relief at any time.
Section 8.5 Addresses for Notice
Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered personally or mailed by prepaid registered post. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or, if mailed, on the third business day following the date of mailing, and addressed, in the case of S&S, to:
Systems & Software, Inc.
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Address: 10 East Allen St, Suite 201, Winooski, VT 05404 Attention: Executive Vice President
Phone: 802-865-1170
and in the case of the Organization, to: City of Redlands Address: 35 Cajon St, Suite 15-A, Redlands, CA 92373
Attention: Aimee Hoover
Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 8.5.
Section 8.6 Assignment
Neither party may assign any of its rights or duties under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, and sale of substantially all of its assets, merger or other change in legal status. The Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Section 8.7 Reorganizations
The Organization acknowledges that the License, Services, and Support Fees set out in this Agreement have been established on the basis of the structure of the Organization as of the Effective Date. To the extent that the Organization amalgamates, consolidates or undergoes any corporate reorganization or transition (a “Reorganization”), and the resulting entity (whether or not the Organization is the resulting or continuing entity) requires additional Licenses to add additional Concurrent Users or sites, S&S shall be entitled to receive, and the Organization shall pay, an additional License, Support or other fee based on the then prevailing License, Support and other S&S fee schedule in effect. The provisions of this Section 8.7 shall apply to any subsequent Reorganizations occurring following the first Reorganization. The provisions of this Section 8.7 shall not apply where the Organization undergoes a Reorganization involving only other organizations that already have a valid License to use the same Software.
Section 8.8 Entire Agreement
This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter. There are no other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of S&S by any of its employees or agents or contained in any sales materials or brochures. This Agreement may not be modified except by an amendment signed by an authorized representative of each party. No provisions in any purchase orders, or in any other documentation employed by or on behalf of the Organization in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by S&S, with such provisions being deemed deleted. The parties have both had the opportunity to review this Agreement with counsel, and this Agreement shall not be construed in favor of or against either Party on account of drafting.
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Section 8.9 Section Headings
Section and other headings in this Agreement are for reference purposes only and do not describe, interpret, define or limit the scope or extent of any provision hereof.
Section 8.10 Governing Law
This Agreement shall be governed by the laws of Ontario, Canada, without reference to the conflicts of law principles thereof; provided, however, that the Uniform Computer Information Transaction Act will not apply even if adopted as part of the laws of said State or Province. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to this Agreement.
Section 8.11 Trial by Jury
Organization and S&S hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or to any acts or omissions of S&S in connection to this Agreement.
Section 8.12 Invalidity
The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant. Any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render it valid and enforceable; if such provision may not be so saved, it shall be severed, and the remainder of this Agreement shall remain in full force and effect.
Section 8.13 Waiver
A term or condition of this Agreement may be waived or modified only by written consent of both parties.
Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to be performed, and either party may evoke any remedy available under this Agreement or by law despite such forbearance or notice.
Section 8.14 Counterparts
This Agreement may be executed in counterparts (whether by facsimile, via emailed PDF or otherwise), each of which shall constitute an original and all of which shall constitute one Agreement.
Section 8.15 Further Assurances
The parties shall do all such things and provide all such reasonable assurances as may be required to consummate this Agreement, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary.
Section 8.16 Allocation of Risk
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Organization acknowledges that the limited warranties, disclaimers and limitations of liability contained in this Agreement are fundamental elements of the basis of bargain between Organization and S&S and set forth an allocation of risk reflected in the fees and payments due hereunder.
Section 8.17 Relationship
The parties are and shall remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between them. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is in law responsible.
Section 8.18 U.S. Government End-Users
The Software (i) was developed exclusively at private expense; (ii) is a trade secret of S&S for the purposes of the Freedom of Information Act; (iii) is “commercial computer software” subject to limited utilization (Restricted Rights); and (iv) including all copies of the Software, in all respects is and shall remain proprietary to S&S or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and/or 252.227.7014 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19 or any successor clause. The U.S. Government must refrain from changing or removing any insignia or lettering from the Software or from producing copies of the Software and manuals (except one copy of the Software for backup purposes). Use of the Software shall be limited to the facility for which it was acquired. All other U.S. Government personnel using the Software are hereby on notice that use of the Software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/owner is N.
S&S Computer Corporation, 1 Antares Drive, Suite 400, Ottawa, ON K2E 8C4.
Section 8.19 Equitable Relief
Organization acknowledges and agrees that it would be difficult to compute the monetary loss to S&S arising from a breach or threatened breach of this Agreement and that, accordingly, S&S will be entitled to specific performance, injunctive or other equitable relief in addition to monetary damages in the event of a breach or threatened breach of this Agreement by Organization.
Section 8.20 Language
The parties confirm that it is their wish that this Agreement, as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
Section 8.21 Force Majeure
No default, delay or failure to perform on the part of S&S shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events.
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Section 8.22 Survival
The following sections and articles shall survive the termination or expiration of this Agreement: Article II, Article V, Article VII, and Article VIII and any other provisions which are required to ensure that the parties fully exercise their rights and obligations hereunder.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement to be effective as of the Effective Date.
Systems & Software, Inc.
Name: Julie Hextell
Title: Executive Vice President
Date:
City of Redlands
Per:
Name:
Title:
Date:
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Schedule “B” – Statement of Work (“SOW”)
Please refer to the enQuesta 6 Statement of Work (SOW) and Capricorn Statement of Work (SOW) provided under separate cover.
Schedule B.0 – Redlands enQuesta v6 Statement of Work
Schedule B.1 – Redlands Capricorn Statement of Work
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Schedule “C” – Standard Support and Maintenance Guidelines Please refer to the Support & Maintenance Guidelines provided under separate cover.
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Schedule “D” – Insurance Requirements
Please refer to the Redlands 2024 IRIC – Technology Vendors document provided under separate cover.
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Schedule “E” – Third Party Software Licenses and Third-Party Software Terms Schedule “E-1”
Third Party Components Additional Terms
A. Service Monitoring, Analyses and Oracle Software
1. S&S’ service provider, Oracle, continuously monitors the Hosting Services to facilitate its operation of the Hosting Services; to help resolve Customer’s service requests; to detect and address threats to the functionality, security, integrity, and availability.
Information collected by Oracle monitoring tools (excluding Customer’s Data) may also be used to assist in managing Oracle's product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.
2. Oracle may (i) compile statistical and other information related to the performance, operation and use of the Hosting Services, and (ii) use data from the Hosting Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses"). Oracle may make Service Analyses publicly available; however, Service Analyses will not incorporate Customer’s Data, Personal Information or Confidential Information in a form that could serve to identify Customer or any individual. Oracle retains all intellectual property rights in Service Analyses.
3. If Oracle software is licensed to Customer under separate terms, then Customer’s use of such software is governed by the separate terms. S&S has no obligation or responsibility with respect to such separately licensed Oracle software.
B. Service Specifications
Data Processing Agreement
Customer agrees that the Oracle Data Processing Agreement available at the link below sets out the parties’ obligations with respect to processing of Data and Personal Information.
http://www.oracle.com/us/corporate/contracts/data-processing-agreement-011218-4261005.pdf Oracle Services Privacy Policy
The Oracle privacy policy applicable to the Hosting Services is set out at the following link:
https://www.oracle.com/legal/privacy/services-privacy-policy.html Oracle Cloud Hosting and Delivery Policies
https://www.oracle.com/assets/ocloud-hosting-delivery-policies-3089853.pdf The Oracle Service descriptions – security
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Oracle’s applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management are available the following link:
https://www.oracle.com/assets/corporate-security-practices-4490843.pdf The foregoing information, including the links to such information, may be changed from time to time therefore Customer is responsible for reviewing such information periodically.
C. Standards
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IN WITNESS THEREOF, the parties have executed this Agreement as of the Effective Date. ______________________________
CUSTOMER
______________________________
S&S
By: _________________________________
(signature)
By: _________________________________
(signature)
Name: _________________________________
(print)
Name: ___Julie Hextell _______________
(print)
Title: __________________________________ Title: ____Executive Vice President _________ Date: _________________________________ Date: ______________
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Attachment “B”
Oracle Terms
The required terms set forth below are subject to change at Oracle’s discretion upon 30 days notice. The Customer acknowledges:
(1) the Programs and/or hardware that are subject to this Agreement are limited to the Customer and no other legal entity.
(2) the use of the Programs are limited to the internal business operations of the Customer. Customer may allow agents or contractors (including, without limitation, outsourcers) to use the Programs on the Customer’s behalf for the purposes of this Agreement, subject to the terms of this Agreement, provided that Customer is responsible for the agent’s, contractor’s and outsourcer’s compliance with the Agreement in such use.
(3) the operating system delivered with the hardware is restricted to the terms of the license delivered with the hardware and only as incorporated in, and as part, of the hardware. (4) the integrated Programs and integrated Programs options must be used in accordance with the terms of the Agreement and the hardware documentation and only as incorporated in, and as part, of the hardware.
(5) ancillary programs are those third party materials specified in the Program documentation which may only be used for the purposes of installing or operating the Programs with which the ancillary programs are delivered.
(6) Oracle or its licensors retain all ownership in the intellectual property rights to the Programs, operating system, integrated Programs, and integrated Programs options. (7) third party technology that may be appropriate or necessary for use with some Oracle Programs and/or hardware is specified in the Program documentation, readme files, notice files, installation details and/or hardware documentation and that such third party technology is licensed to the Customer under the terms of the third party technology license agreement specified in the Program documentation, readme files, notice files, installation details and/or hardware documentation and not under the terms of this Agreement.
(8) the hardware, integrated Programs, and integrated Programs options are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a nuclear facility and prohibit use of the hardware, integrated Programs, or integrated Programs options for these purposes.
(9) the Customer is prohibited from assigning, giving, or transferring the Programs, operating system, integrated Programs, integrated Programs options, and/or any services ordered or an interest in them to another individual or entity (in the event the Customer grants a security interest in the Programs, operating system, integrated Programs, integrated Programs options, and/or any services, the secured party has no right to use or transfer the Programs, operating system, integrated Programs, integrated Programs options, and/or any services). If the Customer decides to finance its acquisition of the Redlands Regular Meeting of 11-19-24 544 of 1010
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Programs, hardware and/or any services, the Customer must follow Oracle’s policies regarding financing which are available at http://oracle.com/contracts.
(10) the Agreement prohibits (a) use of the Programs for rental, leasing, timesharing, subscription service, hosting, or outsourcing; (b) the removal or modification of any Program or hardware markings or any notice of Oracle’s or its licensors’ proprietary rights; and (c) making the Programs available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Program license); and (d) title to the Programs, operating system, integrated Programs, or integrated Programs options from passing to the Customer or any other party. (11) the reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Programs (the foregoing prohibition includes but is not limited to review of data structures or similar material produced by Programs), operating system, integrated Programs, or integrated Programs options is prohibited. The duplication of the Programs, operating system, integrated Programs, or integrated Programs options is prohibited, except for a sufficient number of copies for the Customer’s licensed use and one copy of each Program media.
(12) The use of any additional software that Oracle may include with the Programs and/or hardware ordered for trial, non-production purposes only is restricted. The Customer may not use such additional software included with an order to provide training or attend training provided by S&S or a third party on the content and/or functionality of the software. The Customer has 30 days from the delivery date to evaluate the additional software, subject to the terms of the Agreement. If the Customer decides to use any additional software after the 30-day trial period, the Customer must obtain a license for such software from S&S. If the Customer decides not to obtain a license for the additional software after the 30-day trial period, the Customer will cease using and will delete any such software from the Customer’s computer systems. Additional software included with an order are provided “as is” and Oracle does not provide technical support or offer any warranties for the software. (13) technical support, if ordered from Oracle, is provided under Oracle’s technical support policies in effect at the time the services are provided and that Oracle’s technical support policies can be accessed at http://oracle.com/contracts. The Customer acknowledges that Oracle’s technical support policies are incorporated into the Agreement by reference. If the Customer decides not to purchase technical support at the time of the license and/or hardware then the Customer will be required to pay reinstatement fees to Oracle in accordance with Oracle’s current technical support policies if the Customer decides to purchase support at a later date.
(14) any third party firms retained by the Customer to provide computer consulting services are independent of Oracle and are not Oracle’s agents and that Oracle is not liable for nor bound by any acts of any such third party firm.
(15) some Programs, operating system, integrated software, or integrated software options may include source code that Oracle may provide as part of its standard shipment of such Programs, operating system, integrated software, or integrated software options which source code shall be governed by the terms of this Agreement.
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(16) hardware, if purchased, includes Oracle’s hardware warranty in effect at the time the hardware is purchased and that Oracle’s hardware warranty can be accessed at http://www.oracle.com/support/policies.html.
(17) to the extent not prohibited by applicable law, Oracle will have no liability for (a) any damages, whether direct, indirect, incidental, special, punitive or consequential, and (b) any loss of profits, revenue, data or data use, arising from the use of the Programs and/or hardware. (18) at the termination of the Agreement, the Customer shall discontinue use and destroy or return to S&S all copies of the Programs and documentation.
(19) publication of any results of benchmark tests run on the Programs and/or hardware is prohibited. (20) The Customer shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the programs, the hardware nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws. (21) Oracle is not required to perform any obligations or incur any liability not previously agreed to between S&S and Oracle.
(22) S&S may, at any time audit the Customer’s use of the Programs. The Customer is required to provide reasonable assistance and access to information in the course of such audit and S&S is permitted to report the audit results to Oracle. At S&S’s sole discretion, S&S may assign the right to audit the Customer’s use of the Programs to Oracle. Oracle and S&S shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.
(23) the Customer has not relied on the future availability of any hardware, Programs or updates in entering into the Agreement; however, (a) if the Customer orders technical support from Oracle, the preceding sentence does not relieve Oracle of its obligation to provide updates under such order, if-andwhen available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to Customer for any Program licensed under this Agreement, per the terms of this Agreement.
(24) Oracle is a third party beneficiary of this Agreement. (25) the application of the Uniform Computer Information Transactions Act is excluded from this Agreement.
(26) If a third party makes a claim against the Customer that any (i) hardware (excluding the operating system, integrated Programs or integrated Programs options); or (ii) Programs ((i) and (ii) collectively referred to as the “indemnified material”); infringes their intellectual property rights based on the Customer’s use of the indemnified material (as applicable), Customer must notify S&S within 10 days after Customer receives notice of the claim ( or sooner if required by applicable law). Customer must give S&S sole control of the defense and any settlement negotiations; and give S&S the information, authority, and reasonable assistance S&S needs to defend against or settle the claim. (27) this Agreement prohibits: (a) the transfer of the Programs except for temporary transfer in the event of computer malfunction if the Programs are embedded in a physical device and (b) the Customer from assigning, giving, or transferring the Programs and/or any services ordered or an interest in them to Redlands Regular Meeting of 11-19-24 546 of 1010
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another individual or entity (in the event the Customer grants a security interest in the Programs and/or any services, the secured party has no right to use or transfer the Programs and/or any services). (28) the Programs are subject to a restricted license and can only be used pursuant to the terms of this Agreement and that the Customer is not permitted to modify the Programs. (29) third party technology that may be appropriate or necessary for use with some Oracle Programs is specified in the documentation and that such third party technology is licensed to the Customer only for use with the Programs under the terms of the third party license agreement specified in the documentation.
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Schedule “F”
Service Availability
Availability and Uptime Objectives:
Availability of the Hosting Services is defined as when the Software and Customer's data are operational and accessible via a public internet connection. S&S shall strive to make the Hosting Services available 100% of the time. In the unlikely event of any type of downtime the two following SLA schedules will be respected:
Table 1 – Data Center’s Power, Network, and Internet Availability Monthly Performance Rate Percentage of Applicable Monthly Recurring Hosting Charge Credited to Customer’s
Account
Equal or Greater than 99% 0%
Equal or Greater than 98% 3%
Equal or Greater than 97% 5%
Equal or Greater than 95% 10%
Less than 95% 25%
Table 2 – enQuesta Production Server Environment and Data Availability Monthly Performance Rate Percentage of Applicable Monthly Recurring Hosting Charge Credited to Customer’s
Account
Equal or Greater than 98% 0%
Equal or Greater than 97% 3%
Equal or Greater than 96% 10%
Less than 95% 25%
Credits or remedies will be provided only upon request of the Customer pursuant to this SLA. Requests for credit must be received within thirty (30) days of the Customer receiving our Root Cause Analysis document for a particular unavailability event. Please note that the official unavailability time that will be subject to a credit will exclude any common exclusions (as listed below).
Remedies for failure to meet any commitment provided in this agreement may not be combined to cover the same second, minute or daytime period – only one remedy will be afforded to the Customer per time period.
Fault will be determined, and failure to perform under the obligations of this SLA identified, shall be based on S&S’s reports related to Table 2 and Third Party Hosting Redlands Regular Meeting of 11-19-24 548 of 1010
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Provider’s monthly monitoring reports related to Table 1, and the performance monitoring reports on these subjects will be final and binding on the parties. Any disagreements will be remedied in accordance with the governing Managed Hosting Support & Maintenance Agreement.
However, the Hosting Services may be unavailable during certain downtimes, which includes, but is not limited to, the following circumstances:
Routine Scheduled Downtime. Periods of time for the purpose of conducting routine system maintenance. In such event, S&S shall use commercially reasonable efforts to provide Customer with a minimum of three (3) business days prior to any period of scheduled downtime and shall use commercially reasonable efforts to limit any such routine system maintenance to weekends between the hours of midnight and 6 AM EST.
Factors Outside Our Reasonable Control. Due to factors outside S&S’s reasonable control (for example, a Force Majeure event, emergencies such as natural disasters, power surges, lightning strikes, or a network or device failure external to our data centers) or other exceptional circumstances, S&S shall be entitled to take any actions determined, in its sole discretion, necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concern to hosting infrastructure (“Emergency Work”). S&S shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible, but shall not be held responsible for any deterioration of performance or System unavailability to Customer during such events or Emergency Work.
Unauthorized Actions. S&S shall not be responsible for any System unavailability that results from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Hosting Services by means of Customer passwords or equipment, or otherwise resulting from Customer failure to follow appropriate security practices. Although S&S will use commercially reasonable efforts to mitigate the effects of any such events, S&S cannot guarantee that such events will not occur.
Accordingly, S&S disclaims any and all liability resulting from or relating to such events.
Failure to Adhere to Requirements. S&S shall not be responsible for any System unavailability for any failure by reason of Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or use of the Hosting Services in a manner inconsistent with the features and functionality of the Hosting Services (for example, attempts to perform operations that are not supported, exceeding prescribed quotas, or suspected abusive behavior) or inconsistent with S&S’s published guidance.
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Cost Breakdown
Base Upgrade v5 to v6 Services $ 444,375.00
License $ 29,000.00
v6 New Recurring Maintenance $ 7,250.00
Base Upgrade Total $ 473,375.00
Additional Modules/Items
Cloud Hosting
Recurring Maintenance $ 65,000
Services ($0 when completed with upgrade) $ -
Extended Back Ups (90 days) $ 8,136
Total - Cloud Hosting $ 73,136
Capricorn Portal (Webconnect Replacement)
Recurring Maintenance $ 11,375
License $ 45,500
Services $ 78,000
Total - Capricorn Web Portal $ 134,875
Total Including Services, License (Billed during project) $ 596,875.00 Additional New Maintenance added to existing enQ
Maintenance (see 5 yr quote. Does not include Capricorn as it's replacing Webconnect) $ 80,386.00
Additional Expenses (if onsite)
Travel (estimated) $60,000
TOTAL $ 737,261.00
City of Redlands
Summary Cost Worksheet
Provided By:
Systems and Software
Attachment A - Detailed Pricing
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Item
Selected?
Service Component Description Service
Cost
License
Cost
Maintenance
Cost
Combined Cost
(Service, License)
No Maintenance
Notes
Yes Environment work (Legacy Version 5 to Version 6) Dev ops work to create the enQuesta v6 environments $0 $0 $0 NA with hosting Required Best Practice and New Features Review (BPR)
(Legacy Version 5 to Version 6)
A demonstration will be given of the Version 6 new features and a review of your enQuesta best practices and pain points will be conducted to ensure that you are taking full advantage of Version 6 and existing enQuesta features. New features demonstrations and a best practice review will be conducted in each business/functional area using enQuesta, including the full module list shown below. New features to be used and enQuesta process changes will be documented for configuration and testing purposes.
Account Management, Document Designer Utility Billing, Job Scheduler, Rate Management, Financial Management, Skeletal G/L, Credit & Collections, Device Management, Workflow Scheduling, Work Queue, Security C15& Auditing, Admin Portal, Reporting – Cognos, Customer Self-Service.
NOTE: this is not full business process analysis where we cover every business functional area of your Utility (which is listed as an optional item below). Rather Redlands would be expected to provide a list of inefficient areas or challenges to serve as an agenda for the BPR sessions. $27,000 $0 $0 $27,000
Required Data Mapping and Conversion / DBA Services
(Legacy Version 5 to Version 6)
Data mapping for New Features, Data Cleansing and Execution of Conversion Iterations will be executed by our Implementation Consultants, Conversion and DBA Leads. - Certain New Features require data mapping rules to be discussed and established for converting from existing Version 5 to Version 6 data structures. - Data Cleansing scripts will be run and a cleansing plan will be provided for general data auditing/cleansing purposes and also to ensure data integrity and compliance for Version 6.
- Four Conversion Iterations (two test conversions, one conversion for Simulation/UAT and one conversion for Go-live) will be run, validated and balanced to prove out data cleansing activities and a successful cut over to Version 6. Balancing activities include account-by-account data validation, reconciliation of system counts between Versions 4 and 6, and bill parallels.
- Test/train refreshes will be performed as needed along with merging and maintenance of ongoing Utility's Version 5 configuration with S&S Version 6 configuration. $40,500 $0 $0 $40,500
Required enQuesta Product Configuration & Unit Testing
(Legacy Version 5 to Version 6)
S&S Implementation Consultants will configure the Version 6 target system according to the decisions made re: New Features to be adopted and business processes that require changes. Unit testing will be performed to ensure changes are ready for Functional and Integration testing. $27,000 $0 $0 $27,000
Required Version 6 Deployment (Redlands -specific
programs) (Legacy Version 5 to Version 6)
S&S Deployment engineers will deploy enQuesta version 6 to production, test and train environments as well as fix packages to all environments during the testing phases.
Additionally, S&S Implementation Consultants will review current interfaces and Redlands -specific programs with Utility to ensure a complete and accurate list is made. S&S interface specialists will then ensure interfaces and programs have been upgraded to work with Version 6. Unit testing will be performed to ensure changes are ready for Functional and Integration testing.
$18,000 $0 $0 $18,000
Required enQuesta Analytics Report Upgrades (Legacy
Version 5 to Version 6)
An S&S Report Architect convert Version 5 reports to version 6** and provide general user support over the course of the upgrade. ** Pricing is based on converting up to 400 reports. If more are needed, effort will be increased at the rate of 20 mins / report. $9,000 $0 $0 $9,000
Yes enQuesta Analytics Training and Upgrade to
Cognos 11
An S&S Report Architect will install and configure the latest version of enQuesta Analytics & provide 1-2 days of training on the enQuesta Analytics new features. $22,500 $0 $0 $22,500 Required enQuesta Version 6 Core Team Training S&S Implementation Consultants will provide 3 days of training on the enQuesta Version 6 New Features to the Core Team (not to exceed 20 participants). This training will be provided before Functional and Integration Testing to inform the Core Team how best to test the New Features. $15,750 $0 $0 $15,750
enQuesta Version 6 Upgrade Pricing Sheet
Prepared by: Shannon Martin/Kiley Fletcher
Date: April 1, 2024
Pricing expires on: October 16, 2024
BASE UPGRADE
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Required Testing Services (Legacy Version 5 to Version 6) In addition to providing testing support, triage, fixes and organizational support during Functional and Integration testing, S&S will provide Redlands with:
- over 500 standard test scripts to use for testing purposes. - an online testing tool to manage testing progress and statistics during the testing phases. $45,000 $0 $0 $45,000
Yes enQuesta Version 6 Training An experienced S&S Trainer will train Redlands resources on enQuesta Version 6 New Features. Any remaining users that were not trained in the core team sessions. $9,000 $0 $0 $9,000 Yes Additional Training To be delivered post go live
Doc Designer - up to 8 hours of training
Work Order - up to 4 hours of training
Abill/Rebill/Reverse - up to 4 hrs
$6,750 $6,750
Required Simulation / User Acceptance Testing (UAT) (one month)
Combination of onsite and remote S&S project staff to prepare and orchestrate a go-live simulation and for both team to ensure data integrity and accuracy of the conversion / cutover process. After the go-live simulation, Redlands staff will execute 1-3 weeks of User Acceptance or "Day in the Life" testing as a final verification of the Version 6 solution.
S&S Implementation Consultants will support UAT onsite and/or remotely depending on the project schedule. $40,500 $0 $0 $40,500
Required Go-Live (one month) S&S Implementation Consultants onsite during pre and during go-live to ensure successful launch and support of Redlands staff. This will provide greater comfort and ensure Redlands team's autonomy.
$63,000 $0 $0 $63,000
Required Post-Go Live (one month) Dedicated S&S Implementation Consultants post go-live (combination of onsite and remote) to ensure clean hand-off to our Support department. $22,500 $0 $0 $22,500 Required Project Management (Legacy Version 5 to Version 6)
An experienced project manager will be tasked with the execution and expediency of the project from start to finish. $97,875 $0 $0 $97,875 Required Miscellaneous 3rd Party Licenses Various 3rd parties that will be used to accomplished the work and setup the automation and web conversions (i.e. WebFast, etc.). $0 $29,000 $7,250 $29,000 $444,375 $29,000 $7,250 $473,375
Item
Selected?
Service Component Description Service
Cost
License
Cost
Maintenance
Cost
Combined Cost
(Service, License)
No Maintenance
Status in the Future / One Time
Investments
Yes Migration to Oracle Cloud, yearly Hosting fee $29,460 $65,000 $0 Services cost will be absorbed into upgrade costs
Yes 90 Day Extended Back Ups $8,136
Required Project Management (Legacy Version 5 to Version Project management effort will increase as optional items are selected in this section of pricing document. $27,000 $0 $0 $107,460 $107,460 $45,500 $73,136 $123,500
Item Service Component Description Service License Maintenance Total Status in the Future / One Time Required Travel Expenses Trips decided on collectively on during the project. Our preference is to allot at least 20 trips and generally we estimate around $3K per. N/A N/A N/A $60,000 Not Required - can be done remote, or partial travel.
$0 $0 $0 $60,000
Total Services and License $596,875
Additional Maintenance $80,386
Estimated Travel Budget $60,000
Sub-total - Optional Products / Modules
Sub-total - Travel
ADDITIONAL PRODUCTS / MODULES
TRAVEL EXPENSES
Sub-total - Base Upgrade
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DELIVERABLE PS License Total
Contract Signing $ 78,356.25 $ 18,625.00 $ 96,981.25
Completion of Onsite Kick off Meeting & Initial Project Plan $ 117,534.38 $ - $ 117,534.38 S&S Initial testing complete and testing is turned over to the Client $ 143,653.13 $ 37,250.00 $ 180,903.13
Simulation $ 78,356.25 $ - $ 78,356.25
Go-Live $ 52,237.50 $ 9,312.50 $ 61,550.00
Go-Live + 30 Days $ 52,237.50 $ 9,312.50 $ 61,550.00
Total $ 522,375.00 $ 74,500.00 $ 596,875.00
Travel (estimated 20 trips $3,000/trip) $60,000
Notes: Total License = $74,500. S&S has agreed to spread over milestones as follows:
25% due on signing
50% due on system turned over to Redlands
12.5% due at go live
12.5% due 30 days post go live
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Schedule B.0
Systems & Software, Inc.
Confidential Material Enclosed - This document includes information that Systems & Software, Inc. (S&S) considers to be confidential, trade secrets, and proprietary information. Unless as required by law, it shall not be disclosed outside the City of Redlands (Redlands). Redlands, for purposes of this provision, shall include any consultants assisting Redlands.
City of Redlands
Statement of Work for enQuesta v6 Upgrade
Document Version 1.0
April 1st, 2024
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Statement of Work for enQuesta v6 Upgrade
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Revision History
Date Version Description Author
3/18/24 1.0 Initial Draft Kiley Fletcher
4/19/24 2.0 Updated v4 to v5R Kiley Fletcher
5/22/24 3.0 Revisions to scope Kiley Fletcher
8/12/24 4.0 Revisions to scope, milestones Kiley Fletcher
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Table of Contents
1. Project Objectives 5
enQuesta v6 5
City of Redlands and Systems & Software 5
Project Overview 5
2. Purpose of SOW 6
Products and Services 6
Cost, Schedule, and Scope 6
Labor Rates 6
Change Control 6
3. enQuesta v6 Product New Features 7
Additional Scope: 9
4. Interfaces 10
5. S&S Access to enQuesta Servers & Databases 11
6. enQuesta v6 Security Architecture New Features 11
7. Attachments to the SOW Include 14
8. Initiate & Analysis Phase 15
Phase Overview 15
Phase Deliverables & Key Milestones 15
Project Team Assembly / Staffing Requirements 16
Project Kick Off 17
New Features & Client EnQuesta Challenges / Pain Points Review Development of Joint Project Management Plan 18
System Hardware and Software Installation 21
9. Build Phase 24
Phase Overview 24
Phase Deliverables & Key Milestones 24
Data Cleansing 25
Execute Test Data Conversions 25
enQuesta Configuration 26
Printer Queue Migration 26
Client-specific modifications & Interfaces 26
Cognos Report Conversion 27
10. Training & Testing Phase 28
Phase Overview 28
Phase Deliverables & Key Milestones 28
Core Team Training 29
enQuesta Analytics Training 30
Test Script Creation / Modification 30
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Functional/Integration Testing 31
End User Training 32
11. Activate 33
Activate Phase Overview 33
Activate Phase Deliverables & Key Milestones 33
Simulation 34
Go-live Conversion 35
Go-Live 35
12. Payment Milestones 38
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1. Project Objectives
enQuesta v6
1.1.1 City of Redlands and Systems & Software, Inc. (S&S) have agreed to engage in the upgrade of the existing enQuesta Client Information System (CIS) and ancillary modules. Under this arrangement, City of Redlands will upgrade from their currently installed release of enQuesta v5R to enQuesta v6. Objectives of the upgrade are:
Establish City of Redlands on the standard, most current version of enQuesta v6. Implement the new features that have been identified within this statement of work. Upgrade City of Redlands to the most recent version of Oracle 12c Database, Operating System, and Middleware.
Upgrade S&S’ next generation reporting solution, the enQuesta Reporting Portal, to the current version utilizing Cognos Analytics.
City of Redlands and Systems & Software
1.1.2 City of Redlands, having its principal offices at 35 Cajon St, Suite 15, Redlands, CA 92373 shall be referred to herein as the “Client”. Systems & Software, Inc. having its principal offices at 10 E Allen Street Suite 201 Winooski, VT 05404, shall be referred to herein as “S&S”.
Project Overview
1.1.3 The duration of this project is expected to be 6 months until Go-live plus 1 month of post-Golive (before transitioning to Support) although this is subject to change based on the mutually agreed upon project plan.
1.1.4 The Client is estimated to have approximately 25,000 active accounts.
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2. Purpose of SOW
Products and Services
2.1.1 This Statement of Work (SOW) describes the products and services to be delivered by S&S as well as the responsibilities of both the Client and S&S throughout the duration of the Project.
Cost, Schedule, and Scope
2.1.2 S&S and the Client agree to cooperatively manage the cost, schedule, and scope of the project. Project scope is limited to the tasks and deliverables identified in this SOW. Items not specifically detailed in this SOW are to be considered out of scope.
2.1.3 All costs associated with third party hardware and/or software will be subject to the current rates of the third-party vendor at the time an order is placed. Maintenance for third party software shall commence at the time the order is placed.
Labor Rates
2.1.4 If the need for additional services is required throughout the Project due to scope change, additional labor rates will apply. Labor rates for additional services will be billed at the current year hourly billable rate. The 2024 hourly rate is $275/hr. S&S will keep the 2024 hourly rate in effect for the duration of the upgrade project to be used for any change orders during the project.
Change Control
2.1.5 Both the Client and S&S agree to reserve the right to enter into negotiations covering items currently known to be outside of scope or not yet currently defined using the S&S Change Control Plan procedures. It is acknowledged that those negotiations would potentially lead to a Change Order to this project or a separately defined project. Change Orders will be evaluated for impact to cost, schedule, project risk(s), and resources.
User License:
2.1.6 enQuesta CIS License for 35 users is included
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3. enQuesta v6 Product New Features
Functional Area Feature
enQuesta Security enQuesta v6 provides the following cross-platform enhancements related to Single Sign On authentication and Lightweight Directory Access Protocol (LDAP):
- Presentation level integration
- enQuesta accepts and authenticates credentials against Microsoft Active Directory or any LDAP service.
- If the user runs the application from a system which is already logged into the directory service, enQuesta does not prompt for authentication, and SSO capabilities are achieved. - With no more client to install, no SSH connection is required. - An LDAP server is built into enQuesta (in case the utility does not already have LDAP installed).
Inquiry &
Navigation
Redesigned System Navigation and New Menu System
New inquiry design with configurable views, billing history redesign and ability to search and launch programs by key word search (in addition to fast paths).
File Transfers Scheduling SFTP Transfers in Job Scheduler User can now schedule SFTP file transfers to happen at specific date and time in Job Scheduler.
File Transfers
File Upload/Download in enQuesta
Users now have the ability to upload and download (interface) files to and from enQuesta using the enQuesta application (instead of using desktop file transfer scripts or FTP clients).
Multiple files can be specified at once.
Job Scheduler New Run Sheets Available
The following enQuesta run sheets are now available in Job Scheduler.
Collections Run Sheet (for notices & shuts)
Promise to Pay Break Routine
Installment Break Routine
Credit Fund Transfer Run Sheet
Budget Break Run Sheet
Budge Review Run Sheet
Calendar Based Collections Run Sheet
Cash Month End
Month End
Cognos BI
FTP Upload/Download
Deposit File Print (report)
Cash Run Sheet
Daily Update
GL Interface Run Sheet (calc/prt/upd)
HH WO Create Run Sheet
Inactive to Active Credit Run Sheet
Payment file upload
Create ACH File
Deposit Interest Run Sheet
Deposit Auto-refund Run Sheet
Credit Refund Run Sheet
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Work Order Update Run Sheet
Work Order Control Sheet
Write off Run Sheet
Recurring Billing Run Sheet
IDB Run Sheet
Send Bill Is Ready (replaces send EBPP)
Send Payment Reminder & Past Due Notifications
Send High Bill/Usage Notifications
Abill Run Sheet (Billing Adjustment Run Sheet)
Job Scheduler Billing Recurrence
You can now schedule one job once in Job Scheduler to run the billing run sheet automatically in accordance with your daily/weekly billing schedule. The billing schedule must be imported into enQuesta in CSV format.
Credit &
Collections
Calendar Based Collections
This feature enables utilities who would otherwise need to run many different collections processes individually each day to run them all from a single run sheet. Because individual notice events no longer need to be run individually, Calendar-Based Notices functionality can dramatically minimize the time and effort associated with running the notices, scheduling multiple jobs, and keeping track of details such as "Last Notice Sent Date." Whereas running Billing Collections Events alone still requires you to discern and initiate the scheduled runs prompted on your configured events calendar, Calendar-Based Collections "just knows" on the day it's run which notice types need to be run - and it runs them.
Credit &
Collections
C&C Flexible Installment enhancements
Additional configuration has been added to:
- Allow for down payments to be required by AR or broken agreement range - Allow for number of payments to be driven by AR
- Allow for payments to be required before agreement is established - Have different rules for API vs. CSR installments.
Customer Service
Notifications
Expanded Report Code Functionality
Report codes can now easily apply to all applications. They can have start and stop dates and apply as exclusions and inclusions to billing rate, penalty, collection notice and shut off processes.
New Notification Types Added
The following notification types have been added to the existing email/text/voice notifications engine to be run either from scheduler or the enQuesta menu without the need of a work order:
- Payment Reminder (notification that can be sent X days before the billing due date) - Overdue Notice (notification that can be sent X days after the billing due date) - High Bill Warning (notification that can be sent X days before next bill date) - High Usage Warning (notification that can be sent X days before next bill date) Billing Billing Run Sheet Speed Enhancements
By allowing multiple partitions of a single program to run simultaneously, enQuesta now demonstrates significant performance improvement in the Billing Runsheet programs.
Essentially, we took one single threaded process and broke it up into multiple smaller processes to improve efficiency. For example, if a Billing Calculation, Print, and Update process formerly required 6 hours run as a single process, it is now typically cut by two thirds to 2 hours by running five simultaneous processors instead.
Benefit: Faster, more efficient billing.
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Note: This feature requires sufficient processor, memory, and licensing (such as COBOL) capabilities.
Billing BCE (Billing Collection Event) Enhancements
Enhancements have been made to the billing and collection event scheduling tool to allow for multiple due dates to bill with one billing run if different due dates or collections timelines apply to different property class and tax districts.
Billing Can ABILL Using Different Rate
User can now select whether to use the rate in history or currently on the account when doing an ABILL adjustment. Previously, you were limited to using the rate from history.
Billing Can Send a Letter with ABILL Adjustments
A document designer adjustment letter can now be configured to be send for each ABILL adjustment performed.
Billing Billing Validator Enhancements
Enhanced and expanded the validator routine and reporting to make it easier to understand and added new error checks.
Customer Service External-Document Upload Tool
Allows users to upload documents or most file types created outside of enQuesta (e.g., contracts, identification cards, photos, permits, etc.) to be uploaded to enQuesta and associated with accounts in inquiry.
3.1 Additional Scope:
3.1.1 Payment Plan Business Process Review
Redlands currently has come challenges with payment plans in enQuesta. V6 Upgrade project will include a review of payment plan enhancements in v6 as well as a business process review of Redlands current payment plan criteria and challenges to ensure v6 is configured appropriately. This will address challenges unrelated to bi-monthly billing outside of the installment plans accounting for bi-monthly billing at initial set up. A v6 enhancement does address the initial installment set up by accounting for bi-monthly billing and setting up the installment accordingly.
3.1.2 Additional Post Go Live Training
S&S will provide additional training for Redlands as listed below. This training will be delivered as part of a post go live activity to ensure users are familiar with v6 and also ensures that the upgrade is live in a reasonable time that does not impact the ongoing hardware issues.
3.1.2.1 Document Designer Training
S&S will provide up to 8 hours of Document Designer training for up to 5 users. This will include Document Designer installation, creating and publishing letters, adding a signature line, etc. This does not include bill print.
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3.1.2.2 Work Order Training
S&S will provide up to 4 hours Work Order training for up to 5 users. This will include basic work order configuration and resolution code set up.
3.1.2.1 Abill/Rebill/ReCalc
S&S will provide up to 4 hours of Abill training for up to 5 users. This will include Abills, Rebills and Recalculated bills using existing enQuesta functionality.
4. Interfaces
4.1.1 The following represents a list of interfaces that will be ported forward to enQuesta v6.
Vendor Interface API or
Batch
API 2.0 or
Legacy API
Basic HTTPS or
BTB Cert
Authentication?
InvoiceCloud Real time payments API API 2.0 BTB Cert
IVR Inbound API API 2.0 HTTPS Authentication
IVR Outbound Batch N/A N/A
Neptune 360 Meter Reading
Upload
Batch N/A N/A
Concord Meter Exchange Batch
Meter Reading
Download
Batch N/A N/A
E Lock Box Standard Payment
File Upload
Batch N/A N/A
ACH Batch N/A N/A
Tyler MUNIS GL Interface Batch N/A N/A
Any costs incurred directly from the above-mentioned vendors in order to complete the integrations as defined in this contract will need to be identified in a separate SOW between the 3rd party vendor and the Client and are not included within the scope of this SOW.
4.1.2 The following represents a list of files that are transferred using FTP and need to be considered during the project. Redlands will consider automation of file transfer where possible.
Invoice Cloud
Neptune 360
UB Assistance program
Outbound auto-call file
Meter Inventory for meters and radio registers
Monthly/In-advance ACH for US Bank
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5. S&S Access to enQuesta Servers & Databases
5.1 S&S must have host server access to all v6 environments throughout the lifetime of a project.
This begins with the v6 provisioning and continues through go-live weekend. More specifically, S&S requires:
5.1.1 Root access for OS provisioning.
5.1.2 Direct access to ansible service account with sudo permission for servers provisioning and code deployment.
5.1.3 Access to oracle service account with sudo to root for all DB servers.
5.1.4 Access to svrvdef, webfast, usercomp enQuesta service accounts to perform enQuesta application maintenance.
5.1.5 Full enQuesta application access to all environments using S&S standard users (enqadmin, enquser,ssiadmin) to preform v6 application configuration, testing and troubleshooting tasks.
6. enQuesta v6 Security Architecture New Features
6.1.1 The following security architecture enhancements are required with the delivery and implementation of the enQuesta v6 solution.
Web Application Firewall (WAF) - S&S will install a Web Application Firewall (WAF) to prevent any vulnerable requests that would damage the application. See Figure 1 below for full application network diagram and Figure 2 for zoom in of Internal Zone to identify WAF.
Enterprise Service Bus (ESB) – S&S will install an ESB that will expose enQuesta APIs using ESB Proxy service. This will enforce authentication one of two ways for each API (i.e., APIs may have no authentication now, but will have to choose one of the following methods going forward on v6):
o Basic HTTP authentication with a username and password. o B2B SSL certificate (allows authentication only between parties with valid certificate) S&S generates certificate and provides to vendor (note that this is separate from enQuesta application SSL certificate described below.) See Figure 1 below for full application network diagram and Figure 2 for zoom in of Internal Zone to identify ESB.
SSL Certificate (for enQuesta application servers, separate from B2B SSL certificate) – We need to Install a SSL certificate on enQuesta application servers (Prod, Train, Test, etc.) and disable HTTP access.
6.1.2 Impact to the Client:
6.1.3 The use of v6 WAF and ESB as shown in the diagrams below will have the following impact on 3rd part interface vendors. Client is required to inform 3rd party vendors of the following information in case there as costs associated with conforming to the new v6 architecture.
6.1.3.1 enQuesta endpoint URLs change (even if same enQuesta legacy API is being used) in case any of Client’s 3rd part vendors have the endpoint URLs hard coded.
6.1.3.2 HTTP protocol with or without user/pass is no longer supported when connecting to enQuesta API endpoints.
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6.1.3.3 Connection to enQuesta API endpoints via HTTPS Basic Authentication or B2B certificate is supported.
6.1.3.3.1 HTTPS Basic Authentication is supported only if 3rd party vendor server(s) are in the Internal Zone of the Client’s network as shown in Figure 1.
6.1.3.3.2 Authentication using a B2B certificate is required if 3rd party vendor server(s) are outside the Client’s network, accessing enQuesta from the Internet Zone (i.e., public) as shown in Figure 1. B2B can also be used in the Internal Zone.
6.1.4 Re: the SSL certificate for the enQuesta application servers, there are two options for installing the certificate:
6.1.4.1 Preferred S&S Solution – S&S prefers to install a wildcard enquesta.io certificate.
6.1.4.2 The other option is for the Client to provide S&S with an SSL certificate with their own domain.
Figure 1
Figure 2
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6.1.5 FTP Security Changes - Incoming FTP traffic is no longer allowed, however outgoing FTP traffic is allowed to put or get files from vendors.
6.1.6 Impact to the Client:
6.1.6.1 The Client currently connects to enQuesta servers via FTP to transfer upload and download files among enQuesta users, vendors and the enQuesta application. These file transfer processes clearly need to remain in place to support the function of ongoing Utility business, however the method will be replaced with one of the following for each batch interface depending on the current process.
6.1.6.1.1 enQuesta manual file upload via enQuesta application (instead of FTP client or .bat script)
6.1.6.1.2 enQuesta manual file download via enQuesta application (instead of FTP client or .bat script)
6.1.6.1.3 Job Scheduler file upload
6.1.6.1.4 Job Scheduler file download
6.1.6.1.5 LFTP (ftp/scp/sftp)/cron (S&S to help configure**)
6.1.6.1.6 Wget/curl(HTTP/HTTPS)/cron (S&S to help configure**) ** S&S will configure at least one LFTP or wget cron job for Client. If more are required for multiple interfaces, Client will configure using the S&S configured job as a template.
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6.1.7 Cash API (CashServices) Change – This applies to Clients using a real-time payment processor that does not support API 2.0 yet (e.g., Paymentus, Kubra, CityBase). S&S changed the authentication flow to native session management using HTTP JSESSIONID header. This can be disregarded if Client uses InvoiceCloud, since they will use the new enQuesta v6 API 2.0 endpoints.
6.1.8 Impact to the Client:
6.1.8.1 The Client must inform vendor(s) to make changes needed to connect to API via new authentication method.
7. Attachments to the SOW Include
Attachment A – Detailed Pricing
Attachment B.1 – Capricorn SOW
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8. Initiate & Analysis Phase
Phase Overview
Phase Deliverables & Key Milestones
Phase Deliverable &
Key Milestones
Deliverable
Type
Delivery Ownership Acceptance Ownership
S&S Client S&S Client
Project Team Assembly Action
X X X X
Completion of Onsite
Kick off Meeting
Action
X X
Data mapping sessions Action
X X
New Features Review Action
X X
Initiate
• Establish project goals and procedures
• Put Project Infrastructure in place
• Plan for testing and configuration of New Features and process changes Activities
•Project team assembly
•Project Management Plan created
•Project kick off
•New features and Customer enQuesta challenges & pain points review •System hardware & software installation
•Develop testing strategy
•Complete user training matrix and conduct training requirements analysis Redlands Regular Meeting of 11-19-24 568 of 1010
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Client enQuesta
Challenges & Pain
Points Review
Action
X X X
V6 New Features &
Data Mapping Workbook
Excel
X X
Project Management
Plan
Doc
X X
Delivery of enQuesta v6
Environment
Action
X X
Testing Strategy
Document
Doc
X X X X
Complete User Training
Matrix
Excel
X X X X
Project Team Assembly / Staffing Requirements
8.1.1 Project Manager
8.1.1.1 Both the Client and S&S will assign Project Manager(s) (PM) for the duration of this project, including the 30-day post Go-Live period, as defined in this SOW. Each Project Manager shall have decision-making authority and be the central point-of-contact within their respective organization.
8.1.1.2 S&S Project Management activities will be carried out both onsite and remotely.
8.1.1.3 Project Management is comprised of the following responsibilities and associated activities: Scope Management, Change Management, Resource Management, Communication Management, Issue Management, and Relationship Management.
8.1.2 Executive Sponsor
8.1.2.1 S&S will assign an Executive Sponsor for the duration of this project. The Client must also assign an Executive Sponsor. This ensures the needs of all parties are being met.
Executive Sponsors shall interact and/or meet on a mutually agreed upon basis and may engage on any type of issue.
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8.1.3 Project Team
8.1.3.1 Both S&S and the Client will be responsible for assigning a Project Team of qualified resources to cover all aspects of the project, including but not limited to Project Management, Subject Matter Experts (SMEs), and Technical Experts. Qualified Resources are those individuals that have expert knowledge of today’s environment and are able to think outside the box.
8.1.3.2 Proposed areas of expertise include:
Project Management
IT (Hardware, Network, Peripheral Devises)
Conversion
Training
Business Processes / Functional SMEs
Interfaces
Testing
Reporting
8.1.3.3 All project team members are expected to be empowered to make decisions. If a decision affects the compliance of a RMC or State requirement, upper-level management and CA may need to be involved and Redlands will handle accordingly.
8.1.4 Project Room
8.1.4.1 It will be necessary for the Client to establish a Project Room for use throughout this project. The Project Room must accommodate the S&S Project Team while onsite to conduct non-training activities, such as Business Process Analysis, Testing, etc.
8.1.4.2 The Project Room must have, power sources, network access, internet access, a telephone, and a networked printer. The S&S Team must have access to the enQuesta server while on-site.
Project Kick Off
8.1.5 The project kick-off will take place following the upgrade contract signing. This is typically an event that can be executed in a single business day. The S&S team will review the following items with the Client:
Review initial project plan schedule
Project SOW Review – define key tasks, deliverables, interfaces, and testing expectations
Define project structure and lines of communication
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New Features & Client EnQuesta Challenges / Pain Points Review
8.1.6 After Project Kick Off, the S&S team will hold deeper dive discovery sessions on the following topics to determine how to configure the v6 system for the test phases. These sessions are executed over the course of three to five business days, and four to eight weeks after kickoff, depending on the size and complexity of the upgrade.
Demonstrate and review the functionality that has changed from v5R/5 to v6. Conduct data mapping sessions to make decisions on how certain data elements will convert into the new v6 database structure. Data cleansing opportunities and tasks will follow these sessions.
Review existing Client challenges and pain points with current enQuesta processes to identify additional configuration (changes) that should be done as part of the upgrade.
Note this is not a full BPA assessment in each of the functional areas. S&S will review the enQuesta processes identified by the Client in advance of this discussion. Review any existing interfaces that need to be brought forward with v6. S&S will provide documentation to the Client (v6 New Features & Data Mapping Workbook) after the Data Mapping Sessions, Client challenges and pain points review and the New Features review sessions to document the new processes and configuration that will be implemented.
Documentation request for current list of users, training needs, and security groups Development of Joint Project Management Plan
8.1.7 The Project Management Plan describes how the project will be managed and is necessary in defining, preparing, integrating, and coordinating all subsidiary plans and processes as part of S&S’s Implementation Methodology. The Project Plan will be finalized during the initiate phase of the project. The Project Plan/Project Schedule will be created/completed within the Clarizen Project Management tool. Use of any other tool (e.g. MS Project) for project planning/scheduling is not included within the scope of this project.
8.1.8 The Project Management Plan integrates all tasks S&S requires in order to manage the project and will be the primary source for information for how the project activities will be planned, executed, monitored, and controlled, and closed. The Client might require additional tasks, such as customer communications or internal process review, but these tasks will not be reflected or tracked in the Upgrade Project Plan. Following is a list of responsibilities included with the management of the Project Management Plan.
8.1.9 Scope Management
8.1.9.1 Scope management is the act of managing the project, its associated deliverables, activities as defined in this SOW, and all contract documents. Proper scope management ensures that the project plan is executed according to the timeframes and budget defined for this project. Any scope not defined in this SOW will follow Change Control Plan procedures.
Attached to this SOW is a Sample Project Schedule, Attachment C.
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8.1.9.2 The S&S PM will update the project schedule on a monthly basis and submit it to the Client PM(s) for review and approval. Regular Project Team meetings will be held weekly via conference call.
8.1.9.3 The S&S PM is responsible for ensuring the day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations.
8.1.9.4 The Client PMs are responsible for ensuring the day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations.
8.1.10 Time Management
8.1.10.1 Time Management is the process of estimating, scheduling, and tracking project activities. The overall project schedule will be managed by the S&S Project Manager to ensure that the project is delivered in a timely manner. All the critical path items will be managed closely by the S&S PM and Client PMs in their respective areas of responsibility.
8.1.11 Resource Management
8.1.11.1 Resource Management is the responsibility of both the S&S PM and the Client PM’s. Each PM is responsible for the oversight and management of the project team members from their respective organizations which may include employees, contracted consultants, and vendors.
8.1.11.2 The S&S PM will manage S&S resources; the Client PM’s will manage Client resources, and third-party vendors.
8.1.11.3 At no time shall S&S become involved with the oversight or scheduling of Client resources or the Client’s third-party vendors.
8.1.11.4 It is the responsibility of each PM to ensure proper resources are available as scheduled in the project plan. This includes, but is not limited to, attendance in training sessions, team meetings, and conference calls, as well as participation in analysis, testing, and all other project activities.
8.1.11.5 Changes to the project timeline or the project plan that are due solely to the Client and/or the Client’s third-party vendors may result in a change of scope and be subject to Change Control Plan procedures.
8.1.12 Change Control Management
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8.1.12.1 Change Management is the process whereby out of scope requests or requirements are documented, analyzed, assessed for impact on the project and submitted for approval on mutually agreed upon Change Management Control.
8.1.12.2 The Client Project Managers will initiate an S&S Change Request Form which commences the Change Management process. The initial Change Request will be delivered to the S&S PM for consideration of the following: any possible resolution plans, resource requirements, impact to schedule, proposed timeline, and cost.
8.1.12.3 For all approved changes, the S&S PM will update the project schedule with the additional scope of work including project tasks, durations, and assigned resources. These tasks will then be managed as part of the overall project.
8.1.12.4 S&S may suggest that some Change Requests be managed outside the scope of the original implementation. This project decision will require the mutual agreement of the parties.
8.1.12.5 For those Change Requests that have financial ramifications, Payment Milestones will be reviewed and suggested modifications proposed by the S&S PM. Such proposed Payment Milestone changes shall be subject to the approval of the Client.
8.1.13 Test Strategy
8.1.13.1 S&S will deliver a test strategy document that will outline the goals of the following three test phases: Functional/Integration Testing, User Acceptance Testing (UAT, executed after the Mock Go-live Conversion) and Go-live Testing. Dates will be scheduled for each of the three test phases in the Project Schedule. The Client is responsible for creating day-by-day and week-by-week detailed testing schedules for Client resources (to determine which test scripts will be executed) for each of the three test phases.
8.1.13.2 S&S will load standard enQuesta test scripts into a Client specific area in the SpiraTest online testing tool. The Client is responsible for customizing these test scripts and adding any additional ones required (e.g., Client specific interface test scripts). Training will be provided on how to use the SpiraTest tool to manage test script editing/creation.
8.1.13.3 Once the new enQuesta system is launched and the Client’s end users are trained on the new features during Core Team training, the Client will begin the Functional/Integration test phase.
8.1.13.4 UAT is a formalized 1-2 weeks of testing (to occur immediately after the Mock Golive conversion) in which the S&S implementation team may (depending on Client needs) be onsite assisting the Client with “day in the life” testing, or executing daily jobs, run sheets, Redlands Regular Meeting of 11-19-24 573 of 1010
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updates and interfaces in enQuesta. The S&S PM will provide a sample test schedule and will jointly customize it with the Client PM to list all of the major business processes typically run in a 1–2-week period. The Mock Go-live conversion and UAT together are referred to as Simulation.
8.1.13.5 The final testing event will occur the day before Go-Live. After S&S brings up the new enQuesta system and completes initial smoke testing, the Client will be responsible for final testing before providing the final approval to launch. The S&S implementation team will be onsite during go-live to assist in testing.
8.1.14 Relationship Management
8.1.14.1 Relationship Management is the responsibility of the Project Managers. The S&S PM will serve as the central point of contact for all Client project-related needs. The Client PM’s will serve as the central point of contact for all S&S project-related needs. The S&S and Client PMs are responsible for managing the project to the deliverables specified in this SOW and contract documents. Implementation issues are the responsibility of the S&S Project Manager and supported by the S&S Implementation Team until the end of the 30-day Post Go-Live Implementation Support Period when the support services are transitioned to the Support Desk.
8.1.14.2 S&S will work in conjunction with Redlands and the S&S Support team to transition any open items remaining at the conclusion of the post go live period. A plan for each open item will be documented and communicated to Redlands.
System Hardware and Software Installation
8.1.15 Hardware and Third-Party Software Requirements
8.1.15.1 The following sections list the hardware, network, and software requirements for the enQuesta solution. The server and environment specifications are defined at contract signing so that establishing the project infrastructure can start as soon as the contract is signed.
The Client is required to ensure the hardware is in place, setup and ready for S&S Base Solution installation (i.e., enQuesta) at the time of project kickoff. While S&S will make every effort to work around hardware not being available at project kickoff, delays in hardware could result in schedule delays and change orders.
8.1.15.2 If the Client purchases hardware independently, the order and delivery schedule must fit within the critical path identified in the project schedule.
8.1.15.3 Hardware Requirements:
8.1.15.3.1 The Client will be running on Oracle cloud. This can be sized similarly to the current hardware and adjusted up using virtualization. For the Database, S&S recommends accounting for a 20% increase in load. A hardware Redlands Regular Meeting of 11-19-24 574 of 1010
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review will take place with the S&S and Client project team. See Master Services agreement for details.
8.1.15.4 Client PC Requirements:
8.1.15.5 Third Party Software
8.1.15.5.1 With the initial configuration of the hardware, all core vendor operational software must be installed and configured. Once the installation and configuration has been completed, the functionality of this software will be tested.
8.1.16 Client Responsibilities
8.1.16.1 The Client will meet the minimum system requirements as defined in this SOW.
8.1.16.2 The Client will provide VPN connectivity to the enQuesta server (or servers if the Client either a) has or will have both a Production and Train server or b) has or will have both a Production Application and Production Database server).
8.1.16.3 The S&S preferred network connection would be at least 1.5Mbps with all servers put into a DMZ. Given the number and diversity of Clients requiring support from S&S, each Redlands Regular Meeting of 11-19-24 575 of 1010
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with varying networking infrastructures, support of software-based VPN clients is not a viable option for this project. If the Client does not currently have one of these hardware solutions in place, they will assist S&S’ Network & Security Personnel with the implementation and testing of one.
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9. Build Phase
Phase Overview
Phase Deliverables & Key Milestones
Phase Deliverable &
Key Milestones
Deliverable
Type
Delivery Ownership Acceptance Ownership
S&S Client S&S Client
enQuesta installed on
Client servers and
environments
Action
X X
Data cleansing Action
X X
Execute test conversion Action
X X
Build
• Install S&S Base Solution (enQuesta) on Customer servers • Performa data mapping and cleansing activities
• Execute test conversions
• Configure new features and process changes
• Update interface and Customer-specific modifications to be v6 compliant
• Existing Cognos reports converted for new version (enQuesta Analytics)
Activities
•enQuesta installed on Customer servers and environments (e.g., prod, test, train) •Hold data mapping sessions to map existing data to some new features (e.g., device normalization, notifications), cleanse data as needed
•Execute test conversions
•Configure enQuesta production and test systems for new features and process changes identified during initiate and analysis phase
•Update interfaces, Customer-specific modifications and Cognos reports to be v6 compliant Redlands Regular Meeting of 11-19-24 577 of 1010
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Configure enQuesta
production and test
systems
Action
X X
Update existing
interfaces and Clientspecific modifications for
v6
Action
X X
Convert existing Cognos
reports for v6
Action
X X
enQuesta Database and Software Installation
9.1.1 Once the Client hardware and network configuration is in place, S&S will install and unit test enQuesta on each of the Client environments (e.g., prod, test, train).
Data Cleansing
9.1.2 The Client is responsible for any data cleansing activities that result from the data mapping sessions. Data mapping decisions and lists of data elements that need cleansing will be documented in the v6 New Features & Data Mapping Workbook.
Execute Test Data Conversions
9.1.3 S&S will take full responsibility for data conversion with exception of the following Client activities:
Providing clean data.
Working with S&S to ensure reliable access to data sources and required Client resources as needed.
The Client will run and provide S&S copies of the billing, trial balance and deposit reports prior to each conversion.
9.1.4 Data to be converted
9.1.4.1 All data as currently exists in the enQuesta system.
9.1.4.2 Any data archiving is out of scope. Additional analysis/services would be required if archiving is desired.
9.1.5 One or two test conversions will be executed as per the Project Plan and timelines that need to be met to execute Go-live on the desired date. Test conversion(s) will be used for the first test phase: Functional/Integration testing.
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9.1.6 S&S will provide a balancing report and conduct a bill parallel with each test conversion. enQuesta Configuration
9.1.7 S&S will configure the enQuesta production and test systems according to the decisions documented in the New Features and enQuesta process changes document from the initiate and analysis phase. All configurations shall be unit tested during functional and integration testing.
Printer Queue Migration
9.1.8 Printer drivers are created either by the manufacturer or in some cases may use a generic driver in the operating system. You may have noticed that when buying a new computer at home, it may not work with your old printer. If your computer is running a new version of Windows, a driver may not exist for (meaning that version of Windows is not compatible with) your old printer. If this Upgrade includes an Operating System upgrade, you may find the same issue arises.
9.1.9 As per the general support contract, the Client is responsible for the equipment such as computers and printers. Due to S&S’s familiarity with Linux, we find that on a project that includes an OS upgrade it is easier for us to attempt the migration of print queues within enQuesta and will attempt to do so. However, testing of those printers is still the responsibility of the Client. This should be added to the Client’s test plan.
9.1.10 After attempting to migrate your print queues, S&S will provide a list of printers that appeared to have migrated well and a list of those that did not. For those that did not, S&S will provide you information regarding the issue that occurred. Once this list has been provided, it becomes the responsibility of the Client’s test team to report issues in SpiraTest, test printer function, and resolve printer and network issues. S&S will of course take responsibility for application issues and test from the server side. The Client’s test team should include two types of resources, one with experience with enQuesta who can try printing from all the test queues and one that can address network and hardware issues.
Client-specific modifications & Interfaces
9.1.11 S&S will port forward to v6 all Client interfaces that currently exist in the current production enQuesta environment. Client is responsible for testing all API and batch interfaces during the testing phase of the project. Client should review their proposed test cases during testing planning to ensure that the interface testing requirements are thoroughly identified.
9.1.12 All existing Client-specific modifications will be ported forward to v6 as part of the upgrade.
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9.1.13 S&S will unit test all ported forward interfaces and Client-specific modifications.
9.1.14 Client Responsibilities
9.1.14.1 Interface work required of third parties (including cost), as well as management of the schedule for third party work on interfaces is the responsibility of the Client.
Cognos Report Conversion
9.1.15 The Client will research the reports in their current Cognos library and identify only the ones that need to be ported forward, so that time is not unnecessarily expended on reports which are no longer required. S&S will convert up to 400 reports or spend up to one hundred thirty (130) hours on report conversion, whichever comes first, as part of the standard Upgrade Project scope. Additional reports can be converted as needed using a baseline level of effort of 20 minutes per report, which would be subject to a change order.
9.1.16 The Client has custom Water and Sewer Arrears tables and views in the ENQUESTA schema that will be converted to v6. The water and sewer arrearage reports associated with these tables will be converted in addition to the 400 reports noted above in section 9.1.15 Redlands Regular Meeting of 11-19-24 580 of 1010
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10. Training & Testing Phase
Phase Overview
Phase Deliverables & Key Milestones
Phase Deliverable &
Key Milestones
Deliverable
Type
Delivery Ownership Acceptance Ownership
S&S Client S&S Client
Core Team Training Action
X X
enQuesta Analytics
Training
Action
X X
Test Script Creation /
Modification
Action
X X
Functional/Integration
Test Execution
Action
X X
Test &
Train
• Complete Core Team training for New Features
• Test script customization / creation
• Execute Functional/Integration Testing
• Complete End User training New Features
Activities
•S&S will train the Customer Core Team on the enQuesta v6 new features. •S&S will train Customer Cognos / ad-hoc report team members on enQuesta Analytics (term for Congos v6) new features.
•The Customer will customize or add/create test scripts using the standard S&S v6 test scripts as a basis.
•The Customer will execute test phase 1: Functional/Integration testing. •S&S will train the Customers end users on the enQuesta v6 new features.
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End User Training Action
X X
Core Team Training
10.1.1 Client Responsibilities
10.1.1.1 The Client’s Project Team will coordinate user enrollment for each class and rescheduling requirements as necessary. The Client PM is responsible for communicating the number of participants enrolled in each class to S&S.
10.1.1.2 The Client is responsible for ensuring appropriate time is made available for users to participate in every training course they are enrolled in, according to the finalized User/Training Matrix. If users are not provided with such time, it is the Client’s responsibility to provide training at a later date. S&S will provide a class schedule; however, it is the Client’s responsibility to notify and get participants to the class.
10.1.1.3 It is the Client’s responsibility to ensure that users attend classes in a punctual manner. The Client is responsible for training all users who require additional training due to late arrivals or absence.
10.1.1.4 The Client is responsible for training all casual users that are not listed in the user matrix.
10.1.2 Training Facility Requirements
10.1.2.1 The Client is responsible for providing training facilities capable of accommodating the number of users to be trained identified in the Training Plan. The training facilities will accommodate 12 users per classroom, with an individual workstation for each user. Each workstation must meet the minimum PC requirements.
10.1.2.2 Classroom setup must include:
Projector with interface to a computer
Projection screen
Telephone and connection needed for technical support White board
Dry erase markers
Pencils
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Note paper
High speed internet access
10.1.3 S&S Responsibilities
10.1.3.1 S&S may adjust the course offerings and durations at any time.
10.1.3.2 S&S will work with the Client to identify the appropriate courses for each participant through a joint training requirements analysis meeting.
10.1.3.3 S&S’ Technical Trainer will supply a PC for their use during training activities.
10.1.3.4 S&S is responsible for providing the Core Team training to all participants identified in the user training matrix. The purpose of enQuesta Core Team Training is to train the core project team on the new features and functionality of enQuesta v6. The Core Team comprises subject matter experts who manage the major functions of enQuesta, such as Billing, Credit & Collections, Security & Administration, Metering, and Client Service. The lessons will include hands-on courses that instruct Core Team users on how to execute existing business processes on enQuesta v6. Core Team training does not include introductory or basic training to users unfamiliar with the processes of enQuesta.
10.1.3.5 S&S Core Team training typically lasts for 2-4 days, depending on the size and availability of the Core Team and the number of new features selected for implementation.
10.1.3.6 S&S will also deliver training on how to use the SpiraTest Web-based testing tool so that the Client is able to customize and create test scripts, execute the scripts using the tool and manage the defect submission and re-testing process. This can either happen during the week of Core Team training or separately via a remote conference call. enQuesta Analytics Training
10.1.4 S&S will provide 1-2 days of remote training on the new version of Cognos, now referred to as enQuesta analytics.
Test Script Creation / Modification
10.1.5 The Client is responsible for creating and modifying the test scripts in the SpiraTest Webbased testing tool that will be used for all testing phases in the Upgrade Project.
10.1.6 SpiraTest
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solution throughout all phases of testing. SpiraTest will be initially configured by S&S and standard test scripts will be preloaded. Delivery of this platform will occur prior to the SpiraTest Training and Functional Test Workshop.
10.1.6.2 Test script management
Test scripts will be stored in a hierarchical folder structure making navigation easy and intuitive. Each individual test script will consist of a set of steps that represent individual actions the user must perform to complete the test.
The Client will add or modify test scripts in this folder structure.
10.1.6.3 Defect Tracking
Incidents can be categorized into bugs, enhancements, training items, configuration issues, conversion issues, and limitations (out of scope). Each type has its own specific workflow and business rules. Incidents can be traced back to the test case and underlying functional requirement allowing for easy reporting on the “in-process” quality of enQuesta during each testing phase.
10.1.6.4 Test Execution & Release Management
SpiraTest has the ability to group together various test cases using a test execution wizard. At each step the user will mark pass/fail and has the ability to record a bug/defect. In addition, each test run and any incidents that are created will be associated with the current release of enQuesta.
Failed test scripts can be re-tested once a fix is delivered to the test environment.
10.1.6.5 Reporting
A customized reporting dashboard will be available to team leaders and will include the ability to create fully customized queries and reports. Reports can include things such as the number of test runs completed, failed vs. passed vs. not yet run, etc.
10.1.6.6 Assumptions
The Upgrade SpiraTest instances (Sandbox and PROD) will be deleted one year after Go-Live.
Functional/Integration Testing
10.1.7 The Client is responsible for executing Functional and Integration Testing using the standard and newly created test scripts in SpiraTest.
10.1.7.1 Functional testing entails testing individual enQuesta workflows, Client-specific modifications, and interfaces on their own to ensure accurate functionality and results. Functional testing focuses on ensuring that each process functions on its own, independent of the dependencies and the context of other processes that may be run before, after, or concurrently.
10.1.7.2 Integration testing is more focused on running enQuesta processes in the context and sequencing of the Client’s daily, weekly, monthly, etc., work schedule.
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10.1.7.3 The SpiraTest test scripts will contain scripts for both Functional and Integration testing for the Client to execute in the same, single test phase.
10.1.8 Client Responsibilities
10.1.8.1 The Client is responsible for creating a detailed Functional/Integration test schedule to take place in the time allotted for Functional/Integration testing in the Project Plan.
This schedule should include a day-by-day or week-by-week schedule that matches resources with the test scripts that they will execute on a day-by-day or week-by-week basis.
10.1.8.2 The Client is responsible for all Functional and Integration testing using their test scripts and list of processes to test as a guide.
10.1.8.3 The Client will report issues in a timely manner and in writing to S&S.
10.1.9 S&S Responsibilities
10.1.9.1 S&S will conduct limited functional testing based on business critical enQuesta processes to ensure sufficient functionality before the Client executes functional testing.
10.1.9.2 As testing issues are identified in SpiraTest, S&S will report issues internally in a timely manner to begin the fix process. S&S will log and track all testing issues and deploy fixes on a regular and/or as needed basis.
10.1.9.3 S&S will hold weekly testing status calls to assess progress and address any issues inhibiting testing progress.
10.1.10 Testing Progress Inhibitors
10.1.10.1 Not completing testing in the timeframes allotted in the Project Plan can be one of the primary reasons for project (Go-live) delays in an upgrade project. If testing in any of the testing phases exceeds the time allotted in the Project Plan, and it is not a result of enQuesta v6 issues or bugs or other S&S caused factors, S&S will make every effort to accommodate the delay to not affect the Go-live date. If Client caused testing delays do result in project or Go-live date delays, note that this can result in change orders to account for the additional effort for supporting the upgrade project beyond the timeframes allotted.
End User Training
10.1.11 S&S is responsible for providing end user training to all participants identified in the user training matrix.
10.1.12 The purpose of the enQuesta End User training program is to ensure that participants are confident using enQuesta v6 to conduct their daily job functions prior to Go-Live. End user training does not include introductory or basic training to users unfamiliar with the processes of enQuesta. End user training typically takes place between Simulation and Go-live but can be scheduled based on the Client’s input as well.
10.1.13 The Client is responsible for providing a Project Team member to support each end user training class. This team member should have knowledge of the Client’s business processes in enQuesta.
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11. Activate
Activate Phase Overview
Activate Phase Deliverables & Key Milestones
Activate
• Successful practice Go-live (Simulation)
• Live operation achieved (Go-live)
• Post Go-live support provide before transition to Support Activities
•Simulation Plan created (includes Mock Go-live conversion and User Acceptance Testing - UAT) •Simulation executed
•Go-live plan created
•Go-Live conversion Executed
•Go-Live
•Post Go-Live Support
•Transtion to Support
Phase
Deliverable &
Key Milestones
Deliverable
Type
Delivery Ownership Acceptance
Ownership
S&S Client S&S Client
Simulation Plan Excel X X X X
Mock Go-live
Conversion
Action X X
UAT Action X X X
Go-live Plan Excel X X X X
Go-Live Action X X X X
Post Go-live
Support
Action X X
Transition to
Support
Action
X X X X
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Simulation
11.1.1 After the successful completion of the first testing phase, the Client will initiate a Simulation to take place several weeks prior to the actual Go-Live weekend. This simulation will provide a ‘dry-run’ of the Go-Live activities and include a Mock Go-live conversion and UAT executed immediately after for 1-2 weeks. The Client is responsible for testing all business critical enQuesta processes, including modifications and interfaces, during UAT. S&S will aid in the Project Management, providing onsite support for the Simulation and responding to and resolving issues.
11.1.2 The Simulation will be a practice for Go-Live, and as such will begin with a conversion taking place the week prior with enQuesta workflow processes and balancing to commence the following Monday.
Goals of Simulation include:
Executing and balancing a successful conversion
Client input of open work orders, cash and any items that have been identified as post conversion activities that need to be completed before actual Go-Live could occur.
Timing of above activities to ensure they can be executed before day one of GoLive. The results of these timings will be used to update and finalize the Go-Live plan.
Doing a bill parallel on at least one billing run/set of cycles Executing all the Client’s daily and weekly workflows (e.g., entering cash, credit and collections, work orders, new site creation, etc.)
Reconciliation activities - Balancing Cash, AR, and Deposits Executing all relevant interfaces
End user practice of daily work
11.1.3 Client Responsibilities
11.1.3.1 Client will assist with and sign-off on a Simulation Plan.
11.1.3.2 Client will make available resources in conversion and business functional areas during the Simulation period (including weekends if necessary) to support Simulation activities.
11.1.3.3 Client will execute daily business processes and workflows as per Simulation & Go-Live Plan.
11.1.4 S&S Responsibilities
11.1.4.1 S&S will create Simulation & Go-Live Plan with Client assistance.
11.1.4.2 S&S will execute conversion activities over the Simulation period.
11.1.4.3 S&S will support Simulation activities onsite for one week for simulation.
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Go-live Conversion
11.1.5 The primary differences between the Go-live conversion and previous ones performed are:
11.1.5.1 The Go-Live conversion will be executed over a weekend and timed in accordance with other Go-Live activities to ensure the conversion can be executed and balanced in a timely and accurate fashion to be ready for day one of Go-Live.
11.1.5.2 Go-Live conversions will be signed-off with a go or no-go decision to proceed with the subsequent Go-Live end user activities.
11.1.6 Client Responsibilities:
11.1.6.1 The Client will provide resources and relevant reports for balancing items and will work with S&S resources to balance conversion potentially outside normal business hours.
11.1.6.2 The Client will sign off on the Go-Live conversion acceptance plan before proceeding with the subsequent Go-Live end user activities.
11.1.7 S&S Responsibilities
11.1.7.1 S&S will execute and balance the conversion during the Go-Live weekend potentially outside normal business hours.
S&S will provide the Client with a Go-Live conversion acceptance plan for sign off purposes. These will need to be signed off by the Client before proceeding with the subsequent Go-Live end user activities.
Go-Live
11.1.8 Definition
11.1.8.1 "Go-Live" indicates the date on which the enQuesta v6 CIS Solution is operating in a production environment at the Client’s primary place of business. Business operations and daily processing are being performed by the enQuesta v6 CIS Solution, and it is the primary system of record for the Client. The S&S PM will lead the Go-Live activities and is responsible for developing the Go-Live Plan which details the activities and sequence of events to take place leading up to the Go-Live.
11.1.9 Client Responsibilities
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11.1.9.1 Facilities
The Client shall setup adequate facilities to be used as the central base of operations throughout the Go-Live period. The facility must have the basic infrastructure to adequately support the Go-Live activities including power sources, network access, internet access, phone, printer, and desk space to accommodate the Project Team. The S&S Project Team will use the facility as its core staging area for issue resolution and triage, as well as deploying Subject Matter Experts to the field for support.
11.1.9.2 Billing, AR, and Deposit Balancing
11.1.9.2.1 It will be necessary for the Client to provide the necessary billing reports to balance billing in the legacy system to enQuesta.
11.1.9.2.2 The Client shall verify trial balances for accuracy and grant final authorization to proceed. This will conclude the Go-Live preparations.
11.1.9.3 First Week Post Go-Live
11.1.9.3.1 After execution of the Go-Live Plan and the official Go-Live, the Client will assume primary responsibility of the CIS Solution and its day-to-day management and support. The Client will be responsible for primary support of business processes and end users.
11.1.9.3.2 During the first week of Go-Live, a daily wrap-up meeting will be held. This meeting will be facilitated by the S&S PM and the primary goal is to review the activities of the day and report any issues. This meeting is to be attended by the S&S and Client Project Teams. Each individual shall report on the events of the day, any problem areas, and goals for the next day. This meeting will serve as an important vehicle for sharing information across the Project Team, especially when remote locations are a factor.
11.1.10 S&S Responsibilities
11.1.10.1 Onsite Team
11.1.10.1.1 The S&S Project Team, including the PM and Business Lead, will be onsite beginning the weekend before Go-Live. The primary responsibility of the Project Team at this point is to ensure a smooth beginning of the cutover activities. Additional members of the Project Team may be deployed throughout the weekend to conduct onsite testing, data validation, and the final billing parallel.
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11.1.10.1.2 Additional on-site support after the first week can be added with the on-site labor rates as a change order.
11.1.10.2 Billing Balancing
11.1.10.2.1 S&S will perform the final billing, AR, and deposit parallel.
11.1.10.3 First Week Post Go-Live
11.1.10.3.1 The S&S Project Team will remain onsite during the first week of Go-Live to assist in any issue resolution, as well as to provide mentorship, guidance, and support.
11.1.10.3.2 During the first week of Go-Live, a daily wrap-up meeting will be held. This meeting will be facilitated by the S&S PM and the primary goal is to review the activities of the day and report any issues. This meeting is to be attended by the S&S and Client Project Teams. Each individual shall report on the events of the day, any problem areas, and goals for the next day. This meeting will serve as an important vehicle for sharing information across the Project Team, especially when remote locations are a factor.
11.1.10.3.3 The S&S Business Lead will be responsible for tracking issues throughout the Go-Live week. These issues will be reviewed in the daily wrapup meetings.
11.1.10.4 Post Go-Live
11.1.10.4.1 Upon conclusion of the Go-Live and the first week of production, S&S will provide a combination of remote and onsite support services. After the first week of on-site support, remote support will continue for the initial 30 days of production use. Regular status meetings between S&S and the Client will be held to review outstanding issues. The Client will have the option for a second week of on-site support after Go-Live.
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12. Payment Milestones
DELIVERABLE PS License Total
Contract Signing $78,356.25 $18,625.00 $96,981.25
Completion of Onsite Kick off
Meeting & Initial Project Plan $117,534.38 $- $117,534.38 S&S Initial testing complete and
testing is turned over to the Client $143,653.13 $37,250.00 $180,903.13 Simulation $78,356.25 $- $78,356.25
Go-Live $52,237.50 $9,312.50 $61,550.00
Go-Live + 30 Days $52,237.50 $9,312.50 $61,550.00
Total $522,375.00 $74,500.00 $ 596,875.00
Travel (estimated 20 trips
$3,000/trip) $60,000
DELIVERABLE Deliverable Description
Contract Signing Signed contract is sent to and received by S&S.
Completion of
Onsite Kick off
Meeting & Initial
Project Plan
Redlands and S&S’s Project Manager and Core Project Teams will complete a project kick off meeting as defined in section 21.1.1 of the SOW. S&S will deliver a project schedule (via a link to an online version in Clarizen) based on discussions during the kickoff meeting S&S Initial testing
complete and
testing is turned
over to the Client
S&S will complete testing the converted data, new configuration and new functionality that Redlands has chosen to use from the new features available in v6.
Simulation
The Mock Go-Live conversion tasks and User Acceptance Testing (UAT) comprise Simulation. S&S will complete their assigned Mock GoLive conversion tasks (as described in the ‘Go Live Checklist’) and provide support to Redlands during the UAT phase of the project.
Go-Live S&S will complete their assigned tasks in the Go Live Checklist and Redlands transitions live production processing to v6 enQuesta.
Go-Live + 30
Days
The S&S Project Team will complete a “transition to support” meeting with Redlands and the S&S Customer Success Manager to ensure the support team has a complete understanding of any new features implemented during the upgrade project.
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NOTES:
Annual Maintenance for enQuesta remains in effect as per the 2024 S&S Support Agreement. New Annual Maintenance for enQuesta ($7,250) will be billed at a prorated amount, from go live date through your annual support renewal date of January 1st. Invoicing will occur upon completion of events as described above.
New Annual Maintenance for Hosting Servies ($65,000) will be billed at a prorated amount from delivery of the following milestone. S&S Initial testing complete and testing is turned over to the Client through your annual support renewal date of January 1st. Invoicing will occur upon completion of events as described above.
All amounts are due within 30 days of invoice.
Travel will be billed as incurred at the end of each month. The travel budget is an estimated amount per trip. Travel will not be booked until mutually agreed upon by S&S and Client PMs. Additional services (Contingency Hours) outside the scope of this project will be billed via change control as requested and approved by the Client at the current rates charged by S&S as outlined in the Change Control section 2.1.5.
Quotation is valid for 60 days.
Client:
By: ________________________________
Title: ______________________________
Date: ______________________________
Systems and Software:
By: ________________________________
Title: ______________________________
Date: ______________________________
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Capricorn Customer Portal Statement of Work
This SOW between S&S and the City of Redlands describes the services to be provided for the implementation of Capricorn Customer Portal for Utilities and Smart Forms for Utilities (“Project”) at the City of Redlands (“Redlands”).
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1. Executive Summary
Redlands has engaged S&S to implement the Capricorn Customer Portal with the enQuesta v6 project and the Smart Forms for Utilities products. Included are a high-level description of project scope, with S&S/Redlands roles and responsibilities, detailed action items and assignment of tasks, and a high-level project schedule.
2. Scope
The scope of the Project is to provide Redlands with:
Customer Portal Discovery Sessions. S&S will work with Redlands to determine functionality and integration requirements and capabilities, and design approaches to deliver the My Account portal.
Install and configure Customer Portal for Utilities software, specific to Redlands requirements with rich web presentment of “My Account” information to residential and commercial Water customers of Redlands, including graphical display features, historical reporting, and customer comparison analytics. The presentation experience should accommodate most common browsers and computer devices (desktop, notebook, tablet, smart phone). Customer Portal CIS Integration: Provide real-time data integration with S&S enQuesta V6.0 CIS utilized by Redlands using SOAP/WSDL web service APIs. CIS integration will provide usage, billing and payment history and customer analytics. The User Interface will accommodate most common browsers and mobile devices.
E-Bill Integration: Configuration of e-bill presentment, including bill history, and paperless opt in/out via SSO integration with PCI compliant payment portal provider Invoice Cloud. Bills will be presented in PDF format. The User Interface will accommodate most common browsers and mobile devices.
Payment Integration: Online Payment processing via SSO integration with PCI compliant payment portal provider Invoice Cloud. (Existing integration, no upgrade) Customer Portal CSR Support: Interface for Redlands Customer Service Representatives (CSRs) to assist customers during the online experience. CSRs will have various administrative options to assist customers reset passwords, secret question management and other profile management tasks.
Customer Portal Site Account Management: An Account Management system that provides customer profile management, including customer self-registration, contact and access management, and single login for multiple accounts.
Customer Portal Site Administration: Administration facility for the Redlands staff to easily customize and manage utility customer portal corporate branding, messaging, and content.
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Customer Portal CSR Training: Provide training for Redlands Customer Service Representatives (CSRs) on the CSR facility to assist customers during the online experience. Customer Portal Administrator Training: Provide training for Redlands staff on site administration, to easily customize and manage corporate branding, messaging, and content. Smart Forms Discovery Sessions. S&S will work with the Redlands team to produce a high-level design of the online forms, integration requirements and capabilities. S&S will identify all specific requirements to design and deliver form functionality. Install and configure Smart Forms for Utilities software, specific to Redlands requirements with rich web presentment of customer web forms to residential and commercial water customers of Redlands. The presentation experience will accommodate most common browsers and computer devices (desktop, notebook, tablet, smart phone). Smart Forms CIS Integration: Provide real-time data integration with S&S enQuesta V6.0 CIS utilized by Redlands using SOAP/WSDL web service APIs. The User Interface will accommodate most common browsers and mobile devices.
Smart Forms CSR Training: Provide training for Redlands CSRs on the Smart Forms CSR facility to manage customer web form submissions.
The following table outlines the project scope and deliverables:
Item & Requirements Deliverable
Site Registration:
Ability for customers to register
for account access. An email
confirmation will be sent to
customers to validate their
registration request. A welcome
email will be sent after
confirmation.
Online form for customer to enter:
o Username
o Password
o Security Question/Answer
o Paperless billing opt-in
o Email consent opt-in
o First name/Last name
o Email
o Telephone
o Mobile
o Account Number
o Mailing Address Zip
o Google reCAPTCHA v2
o Accept Terms & Conditions
Email addresses will be allowed on multiple profiles.
o This affects Guest Access invites.
o If the email used on the invitation is not unique in the Portal, then that Guest cannot be invited.
Accounts will be allowed on multiple login profiles.
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Verification email template.
Online account welcome email template.
Reset Password:
Ability for customers to reset
their forgotten password or
disabled login.
Online form for customer to enter email address.
Email template with encrypted link to reset password workflow where customers will need to enter a response to their security question.
Successful answers will allow customers to enter a new password with a password strength indicator.
Forgot Username:
Ability for customers to request a
forgotten username.
Online form for customers to enter account number and Mailing Address Zip
Email template with username reminder.
Login:
Login page for customers to
access the portal.
Premium login tabs and processing
Premium Access:
o Online form for customers to enter username and
password for site access.
User authentication will be carried out against the Portal user registry with SSO into the INVOICE CLOUD portal
Links to:
o registration,
o reset password,
o forgot access code,
o contact us,
Quick/One-time Pay option that will link to INVOICE CLOUD onetime payment page.
Messaging for site features and various corporate programs.
Customer Dashboard:
Show a dashboard after login
containing a summary of the
customer account information.
Ability to view and select multiple accounts linked to the site login.
Selected account ribbon showing:
o Account number,
o Service address,
o Customer name,
o Account balances,
o Payment plan,
o Nickname
o Installment payment details
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Navigation tabs providing access to various site features based on the customer type.
Current Bill section showing:
o Current balance,
o View current bill button,
o Pay bill button,
o Pre-authorized payment messaging if applicable,
o Request payment extension (Promise-to-Pay) button if
applicable
o Bill Detail Charges table:
Service
Current Charges
Past Due
Penalty
Balance
My Recent Usage section showing:
o Usage on current bill
o Usage on previous bill
o Amount of usage more or less than previous bill
o Reasons why usage is higher or lower (number of billing days and/or average temperature)
o Link to view more history
My Recent Account Activity section showing a table of the 5 most recent transactions for the account. Columns can include:
o Transaction date
o Description
o Amount
o Balance
o Link to view all transaction history
Bills & Payment:
Show account billing history with
the ability to view PDF bills and
pay bills online via SSO
integration with INVOICE CLOUD
payment portal.
Notifications to customers for
new bills, payment reminders
Show a listing of bills available online for the current account.
My Electronic Bills section listing details can include:
o View bill button
o Bill Date
o Bill Amount
o Due Date
Pay Bill section showing:
o Current Balance
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and late payments also managed
by INVOICE CLOUD.
o Pre-authorized payment enrollment messaging if
applicable
o Pay My Bill button that links to INVOICE CLOUD.
o Auto Pay button that links to INVOICE CLOUD.
o Paperless Bills button that links to INVOICE CLOUD.
Payment Activity:
Show account payment history
showing activity with the ability
to download details in
spreadsheet format.
Show a listing of payments for the current account.
Your Payment Details section can include:
o Payment date
o Description
o Amount
o Balance
o Download to spreadsheet button will generate a CSV file for customers to download.
Compare Last Bill:
Similar to My Recent Usage
widget on the dashboard with
the ability to compare other read
dates.
Compare Last Bill section showing:
o Dropdown select list of meters attached to the current account.
o Dropdown select list for Amount or Value inquiries where Amount presents the usage in dollar amounts and Value
presents usage in Service values.
o Dropdown select list of billing periods available for inquiry. o Usage on current bill
o Usage on previous bill
o Amount of usage more or less than previous bill
o Reasons why usage is higher or lower
Compare Usage to Last Year:
Show customers their usage this
year and how it compared to last
year along with temperature
overlays
Compare Usage to Last Year section can include:
o Dropdown select list of meters attached to the current account.
o Dropdown select list for Usage inquiries where value
presents usage in Service values.
o Interactive chart showing consumption bars for the billing periods this year and last year.
o Weather overlays for current and previous year – average temperature, humidity, and precipitation.
Service Requests:
Show account service request
summary with the ability to
download details in spreadsheet
format.
Show a listing of service requests for the current account.
Your Service Request Summary section can include:
o Request date
o Request Number
o Request Type
o Status
o Download to spreadsheet button will generate a CSV file for customers to download.
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Profile – My Profile:
Provide a facility for customers to
manage their portal login profile
to change personal details,
add/remove accounts and set
various alerts.
My Account Profile section can include:
o Username
o First & Last Name
o Security question and answer
o Email
o Telephone & Extension
o Mobile
o E-Billing (paperless) opt-in/out
o Email consent opt-in/out
o Password with password indicator
User profiles cannot be changed by customers or CSRs.
Account Access List section includes:
o Add account – Account Number and Zip Code
o Favourite account selector/indicator
o Account Number
o Nickname
o Service Address
My Subscriptions section can include:
o Subscription button to sign-up, change or unsubscribe to the report
o Report name
o Subscription settings
o Last Sent – date and time
o NOTE: Subscriptions are dependent on a water usage
nightly extract file implementation
Profile – Guest Access:
Provide a facility for customers to
invite and manage guest users
for online access to their
accounts.
Invite someone for Guest Access section includes:
o Account number dropdown list
o Guest Email
o Access Settings
You have granted Guest Access section includes:
o Account Number
o Guest Email
o Guest Status
o Access Details
You have been invited as a Guest section includes:
o Account Number
o Name
o Access Details
Customer-Facing Smart Forms
Provide customers the ability to
submit specific service requests.
Customer-Facing Smart Forms to be delivered:
o Standard Transfer of Service
o Standard Disconnect of Service
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o Standard Update Mailing Address
o Standard Questions and Comments
o Standard ACH Enrollment
3. Deliverables
Proposed Solution Architecture
Below we have provided a diagram that demonstrates how our software delivers the functionality required by REDLANDS. Capricorn Customer Portal for Utilities Solution Diagram* Redlands Regular Meeting of 11-19-24 600 of 1010
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*Diagram includes optional add-on modules that may be outside of project scope
4.1 Setup Server & Install Software
Description Comments Responsible
Install hardware REDLANDS to setup a server connected to the Internet. S&S Redlands Regular Meeting of 11-19-24 601 of 1010
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REDLANDS will provide remote access to this server to
the S&S team for the duration of the project where S&S
can install and configure the solution as required.
Install/Configure App
Server
S&S to install and configure the Application Server. S&S Install & Configure Web
Server
S&S to install and configure the HTTP Server software. S&S Install & Configure Web
Server Plugin
S&S to install and configure the Web Server plugin
software.
S&S
Install & Configure
Database
S&S to install and configure Database software and load the Customer Portal database.
S&S
Customer Portal
Deployment Package
Preparation
S&S to setup configurations settings specific to
customer portal requirements. Create customer theme
and HTML content.
S&S
Smart Forms Deployment
Package Preparation
S&S to setup configurations settings specific to smart
forms requirements. Apply customer theme and HTML
content.
S&S
Customer Portal Folders S&S to setup transfer folders and scheduled jobs for nightly data import/export of data if required.
S&S
Email Server Availability S&S to provide access to an email server so that Capricorn Customer Portal can send email notifications
to customers in the public domain. Needs to relay
messages as required.
S&S
4.2 Configure Customer Portal for REDLANDS requirements Description Comments Responsible
Customer Account Portal
Determine Registration
page criteria
REDLANDS to determine what information will be
required by customers to register new web accounts.
REDLANDS /
S&S
Customer service/support
emails and notification lists
REDLANDS to provide a list of customer service or
support emails that will get notified for site issues.
REDLANDS /
S&S
Customize content for
portal pages
REDLANDS to review content text and provide updates
to S&S team to apply to the site.
REDLANDS /
S&S
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Account Master (ACCMST)
Integration
Integration points for customer account and service
details using S&S enQuesta Web Service APIs.
S&S
Payment History (PAYHIST)
Integration
Integration points for customer transaction history
(debit & credit) details using S&S enQuesta Web Service APIs.
S&S
Payment Extension /
Promise-to-Pay (P2P)
integration
Integration points for customer extension details using S&S enQuesta Web Service APIs.
S&S
Water Consumption
(WATCONSUM) Integration
Integration points for customer Water consumption
details using S&S enQuesta Web Service APIs.
S&S
WATCONSUM Data Extract S&S to populate Water consumption information (Subscription Reporting) based on documentation
provided by S&S.
S&S to configure and test CIS data extracts.
S&S
Portal User Profile
(USRMST) Integration
Capricorn integration points for portal user profile
updates using S&S enQuesta Web Service APIs.
Capricorn integration points for paperless bill and EBPP settings using S&S enQuesta Web Service APIs.
S&S
E-Bill History (BILLMST)
Integration
Capricorn integration points for customer bill history
details using S&S enQuesta Web Service APIs.
S&S
E-Bill Image Presentment Capricorn integration points for customer bill PDF web presentment using S&S enQuesta Web Service APIs.
S&S
E-Bill Notification Managed by S&S S&SINVOICE
CLOUD
Online Payment Integration S&S to provide integration points for customer payment processing using payment portal (INVOICE CLOUD) Web
Service APIs.
S&S
Define site hostname REDLANDS to register required domain names for customer portal.
REDLANDS
SSL Certificate for site S&S to provide SSL certificate request for secure site access.
REDLANDS responsible for purchasing SSL certificate
from certification authority (i.e. Verisign). S&S to install purchased certificate to web server.
REDLANDS /
S&S
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Email Template
customization
REDLANDS to provide specific layout of email
notification templates.
REDLANDS /
S&S
Verify email working S&S to test email flow and verify receipt. S&S Setup Test Server S&S to setup a test server environment for ongoing support and upgrade testing.
S&S
User Acceptance Testing &
Support
REDLANDS to provide appropriate resources to test the
project and ensure functional requirements has been
met.
S&S to provide resources to apply changes as required
based on test results.
REDLANDS /
S&S
Go-Live Support REDLANDS to set the host name and firewall to point to the Capricorn server.
REDLANDS to test the live site as required.
S&S to support testing as required.
REDLANDS /
S&S
4.3 Configure Smart Forms for REDLANDS requirements
Description Comments Responsible
Forms & Integration
Determine Specific Field
Validation Rules
REDLANDS to determine specific validations for
mandatory field and account field masks.
S&S to configure.
REDLANDS /
S&S
Form Wording REDLANDS to provide wording for terms and conditions.
REDLANDS to provide any field label changes.
S&S to implement.
REDLANDS /
S&S
Field Selection REDLANDS to review form field selections and provide any required changes.
S&S to configure.
REDLANDS /
S&S
Site Images and Form
Headers
REDLANDS to provide form images and header
requirements.
S&S to implement.
REDLANDS /
S&S
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Confirmation Email
Wording
REDLANDS to provide wording and details for the
confirmation email.
S&S to implement.
REDLANDS /
S&S
Web Service Availability S&S and REDLANDS to ensure the appropriate web services are installed and available for testing.
Integration points for customer account and service
details using S&S enQuesta Web Service APIs for all
applicable forms among:
Customer-Facing Smart Forms to be delivered:
o Standard Disconnect of Service
o Standard Update Mailing Address
o Standard Questions and Comments
o Standard Transfer of Service
o Standard ACH Enrollment
REDLANDS /
S&S
Host Configuration
Define site hostname REDLANDS to register required domain names for customer portal.
REDLANDS
SSL Certificate for site S&S to provide SSL certificate request for secure site access.
REDLANDS responsible for purchasing SSL certificate
from certification authority (i.e. Verisign). S&S
S&S to install purchased certificate to web server.
REDLANDS /
S&S
Verify email working S&S to test email flow and verify receipt. S&S Testing
User Acceptance Testing
Support
REDLANDS to provide appropriate resources to test the
project and ensure functional requirements has been
met.
S&S to provide resources to apply changes as required
based on test results.
REDLANDS /
S&S
Go-Live Support REDLANDS to set the host name and firewall to point to the Capricorn server.
REDLANDS /
S&S
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REDLANDS to test the live site as required.
S&S to support testing as required.
4.4 Project Management
Project management resources will be assigned by Redlands, S&S to perform tasks including:
Project planning.
Administration and project tracking.
Attendance of regularly scheduled status meetings throughout the project – frequency to be determined based on REDLANDS availability.
Interfacing with REDLANDS team members for requirements, planning, testing, etc.
4.5 Training provided has several elements as follows:
Server Administration Training will include:
Up to 2 hours of training for two administrators.
How the Application Server is configured.
How to start and stop the services.
How to find the logs and troubleshoot.
Customer Portal Administration Training will include:
Up to 2 hours of training for two administrators.
How to manage users, navigation, language labels, and other administrative aspects of the software.
Location of various resources and assets on the file system. Troubleshooting.
Up to 2 hours of training for CSRs.
Review site features and get CSR team familiar with how to use the site. Usually provided in two 1-hour group training sessions.
Smart Forms Administration Training will include:
Up to 2 hours of training for two administrators.
How to manage users, navigation, and other administrative aspects of the software. Up to 2 hours of training for CSRs.
Review site features and get CSR team familiar with how to use the CSR Dashboard. Usually provided in two 1-hour group training sessions.
5. Pricing
All pricing is included in the enQuesta v6 Statement of Work.
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SYSTEMS & SOFTWARE
2024 SUPPORT
GUIDELINES
Where Innovation Meets Excellence
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Working Together ..................................................................................................................................................... 2 Our Model ................................................................................................................................................................ 3 Your Supporting Cast ................................................................................................................................................ 4 Client Support Desk & After-Hours Support ............................................................................................................... 4 Escalation Model ...................................................................................................................................................... 5 Submission of Issues ................................................................................................................................................. 6 Included In Annual Maintenance & Support ............................................................................................................... 7 Modifications & Enhancements ................................................................................................................................. 8 Help S&S Help You ................................................................................................................................................9-10 Understanding Ticket Flow ...................................................................................................................................... 11 Deployment of V6 Releases ..................................................................................................................................... 11 Deployment of V4.X – 5 Releases............................................................................................................................. 11 Quality Assurance ................................................................................................................................................... 12 2024 S&S Holiday Calendar ..................................................................................................................................... 12 Hardware Requirements ......................................................................................................................................... 13 Guidelines for Hosted Customers ............................................................................................................................ 14 Security and Disaster Recovery ................................................................................................................................ 15
TABLE OF CONTENTS
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S&S is committed to supporting our customers by providing prompt responses and satisfying solutions.
To support this commitment, S&S has invested a significant amount of time, energy, and attention to building the team and tools needed to support our customers, including providing multiple channels to reach us.
S&S strives to work closely with our customers to understand their unique business needs, how business evolves, address incidents, and work collectively to ensure seamless system performance. Committed to helping your business succeed, S&S is ready to help with additional solutions as your business grows and changes. We appreciate your business!
Sincerely,
Julie Hextell
Executive Vice-President
WORKING TOGETHER
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Customer Support Portal - The Customer Support Portal allows your employees to manage & track tickets and engage directly with the Triage Team.
Phone - Our Triage Team is ready to provide phone and online support Monday - Friday, from 8 AM – 6 PM ET. After-hours emergency pager support is also available from 6 PM – 8 AM ET. Showstoppers submitted online after 6 PM ET will be addressed the following business day. For immediate support for a Showstopper, please call the support line at 1-800-655-8810.
Documentation - enQuesta products continue to evolve. Each release of new or improved functionality comes with detailed documentation. This provides our customers with the ability to identify and test product enhancements quickly & easily.
Training Videos - S&S provides access to custom-designed training videos, focusing on a variety of subjects. Our video library is kept current with product enhancements.
OUR MODEL
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Currently, S&S employs over 100 team members across the U.S. and Canada, with the depth and experience required to resolve your most complex issues. The skill set within the S&S team ranges from chartered accountants to engineers & developers, to seasoned utility professionals and billing & project specialists.
S&S celebrated our 50-year anniversary in 2023! We have recruited, hired, and trained some of the brightest minds in the industry, some who have been with our team for over 40 years! You can count on S&S processes and people to address your issues effectively.
CLIENT SUPPORT DESK
YOUR SUPPORTING CAST
STANDARD HOURS OF OPERATION
Monday – Friday | 8AM – 6PM ET
(excluding holidays, see page 11)
Ticket Submission:
https://ssivt.Atlassian.net/servicedesk/customer/portals Support Phone – (800) 655 – 8810
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S&S On-Call Team Members are available 24/7 for critical system issues and address them within a response time of 15 minutes. Showstoppers submitted via the Customer Support Portal outside business hours will be addressed on the next day. To escalate an after-hours showstopper, please call the Support Desk, and you’ll be routed to our Paging Service. An S&S Team Member will reach out within 15 minutes.
In the rare event where you are not getting the required support, please follow the escalation path below:
PATH CHANNEL CONTACT RESPONSE
TIME
LEVEL 1 S&S Support Desk
1-800-655-8810
OR
[email protected]
Target Response: 2 Hrs
Showstopper Response: <15 Min
LEVEL 2 Triage Team Lead
Mary Reedy
802-233-2694
[email protected]
Target Response: 1 Hr
Showstopper Response: <15 Min
LEVEL 3 Customer Success
Managers
Christine Nicholson
[email protected]
Nat Bond
[email protected]
Target Response: 1 Hr
Showstopper Response: <15 Min
LEVEL 4 Director,
Customer Success
Michelle Gamble
802-755-7165
[email protected]
Target Response: 1 Hr
Showstopper Response: <15 Min
ESCALATION MODEL
AFTER HOURS SUPPORT
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ISSUE
TYPE
DESCRIPTION
(examples)
INITIAL REVIEW
TARGET
LOW PRIORITY
The issue is cosmetic or requested functionality that will be considered for future versions/releases (Ex. Columns displayed on a particular screen)
24 HRS
MEDIUM PRIORITY
The issue has workaround that can be used until the issue is resolved
A particular work order cannot be updated
Document Designer template changes
Work Queues
8 HRS
HIGH PRIORITY
A business critical issue, but not preventing all users from getting their work done.
Discrepancy in the collection run sheet
Processing credit refunds
Hand Held Upload/Download
Deposits
System errors that have workarounds
Calculate errors impacting a small # of records
2 HRS
SHOW STOPPER
A reported issue is considered a Showstopper when the utility cannot continue with their daily processes until the issue is resolved.
Examples may include;
Daily Process has been halted by a critical error
Application and/or Database Server is down
Web Portal is down
enQuesta Reporting Center (ERC) is down
Out of Balance Messages preventing an update to continue Job Scheduler Failures
Bill Print is incorrect
15 MINS
SUBMISSION OF ISSUES
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The following services are included in the 2024 Annual Maintenance & Support Contract:
Guaranteed support for the current versions of our applications 24x7 Access to the Customer Support Portal for logging issues 24x7 Emergency support coverage
My eSpace for Utilities, accessible on the Customer Support Portal, includes release notes, functional documentation, and custom documentation. Monthly Webinars (Customer Connect) on new features, “how-to’s,” and new integration options.
Wide array of experts on staff
Technical troubleshooting and issue resolution
Database patching, as applicable
One-stop support for contracted third parties.
Limited duration training (15-minute)
Quote dashboard
Internal System Monitoring
Automated train refreshes
Regular releases for v6 only
Quarterly Customer Newsletters
Periodic user & product advisory groups, as well as HCTC
INCLUDED IN ANNUAL MAINTENANCE & SUPPORT
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Occasionally, your business needs will require a quote for services and development. Requests for modifications and enhancements should be addressed with your Customer Success Manager.
Examples of billable quotes include, but are not limited to:
Reporting Requests
o Requests for new table/view/model changes for custom needs o Security – additions and changes
o Basic administration functions such as scheduling via Cognos, or email distribution set-up.
o Deployments of new or additional Cognos functionality such as reports, dashboards, auditing, DR, managed alerts, detailed documentation, performance monitoring, SQL optimization
o Training or archive content stores/environment
Bill print changes
Business process changes or reviews
New configurations/criteria set-up
Doc Designer – new letters
Rate changes
Training (remote or onsite options)
Upgrades and support of third-party software/interfaces Recovering data resulting from customer error
Complex data hits
Third party integrations – net new and changes to live integrations The 2024 hourly rate for this work is $275/Hour. This rate is deemed effective January 1st, 2024, through to and including December 31st, 2024, unless otherwise indicated and is subject to change.
MODIFICATIONS & ENHANCEMENTS
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You can submit tickets through our Customer Support Portal at:
https://ssivt.atlassian.net/servicedesk/customer/portals Here is what you need to include when you submit a ticket:
HELP S&S HELP YOU
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The Triage Team has a list of “Must Gathers” that they require from you to ensure there is enough information to diagnose your issue.
Screenshots:
Include full page including the URL
Error message
Account info
Scope of impact
Is this impacting one, more than
one, or all users?
How many accounts are involved?
Is there a workaround?
Process:
What was the user doing when this happened?
Menu name or fast path
Criteria entered on screen (a screenshot is awesome here too!) If something is PC related, we may also ask you the following questions:
Edge version
Is the user using the desktop icon?
When is the last time the impacted user restarted enQuesta? When is the last time the impacted user rebooted their PC? Is the PC provisioned by Group Policies or the Edge script? Windows Version
Does it work on another PC?
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Ticket resolution will follow this general pattern. If a ticket does need development work, you will see the additional status of “With Development”.
Customers must provide a secure VPN connection to S&S. Customers should plan to take updated releases not less than once a quarter. Your Customer Success Manager will discuss the scope and content of releases during your regular calls, and together create a schedule for deployment to Train for your testing. It is essential that you stay current on releases to ensure that you receive timely fixes. Hotfixes will only be performed in emergency situations.
Once you have thoroughly tested and approved the release to Production, our developers will deploy it at the agreed upon date and time.
Customers must provide a secure VPN connection to S&S. Your Customer Success Manager will work with you to gather the tickets that you want released to your system. We will deploy to your Train environment and provide time for you to test. Once you have thoroughly tested and approved the release to Production, our developers will deploy it at the agreed upon date and time.
UNDERSTANDING TICKET FLOW
DEPLOYMENT OF V6 RELEASES
DEPLOYMENT OF V4.5 – 5 RELEASES
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All code changes made by S&S developers are run through our automated testing after being individually tested by internal QA resources. Once this QA process is complete, releases are made available to our customers. The internal testing is documented and traceable in our Jira system.
S&S offices will be closed during the dates listed below.
Date Holiday
January 1 New Year’s Day
May 27 Memorial Day
July 4th Independence Day
September 2 Labor Day
November 28 & 29 Thanksgiving
December 24 & 25 Christmas
After-Hours pager support for showstoppers will be available, if required.
QUALITY ASSURANCE
2024 S&S HOLIDAY CALENDAR
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S&S Support Guidelines: 2024
Workstation Minimum Requirements Recommended System
Operating System Windows 10 Windows 10
Processor 2 Cores, 2.5GHz 4 Cores, 3.0 GHz
RAM 4GB 8GB
Screen Resolution FHD 1080p QHD 1440p
Disk Space 100MB (free) 100MB (free)
LAN Speed 100 Mbps 100 Mbps
Browser* MS Edge MS Edge
PDF Viewer Acrobat Reader Acrobat Reader
(*) Microsoft Edge with IE mode enabled and enQuesta settings configured, including the Enterprise Mode Site List. Scripts and/or group policy rules will be provided by S&S for properly configuring these settings on client machines.
Customers must provide a secure VPN connection to S&S.
HARDWARE REQUIREMENTS
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S&S Support Guidelines: 2024
S&S will from time to time modify the configuration of the hosted infrastructure to meet our SLA for hosted services. This includes modification of the underlying server resources to meet performance objectives and capacity demands. This may include resource increases in the event of overutilization of resources or the decrease in resources in the event of underutilization of resources.
S&S will occasionally introduce additional management tools to the hosted infrastructure to maintain manageability, monitoring, and security of the infrastructure to meet our SLA obligations. This may include additional monitoring agents or scripts, additional security tools, and automated processes.
We will make every effort to schedule planned changes to the environment with the customer during non-business hours. However, in emergency situations S&S may have to proceed without prior notification to the customer. An example of this might be an active security breach or system down event.
GUIDELINES FOR HOSTED CUSTOMERS
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S&S Support Guidelines: 2024
Disaster Recovery
When the client has purchased Dataguard services, Dataguard will be used to sync a live copy of the production database server from the client’s primary data center region to a geographically dispersed secondary datacenter region.
All storage volumes from each server are backed up from the client’s primary data center region to a geographically dispersed secondary datacenter region for offsite storage. In the event of disaster in the primary data center, your production environments can be recreated alongside the synced copy of the database server in the secondary region when Dataguard services have been purchased. Otherwise, they will be rebuilt with the most recent production database backup.
Availability Domains are used within Oracle data centers as well to provide higher levels of fault tolerance and redundancy even within regions (more here): https://docs.oracle.com/enus/iaas/Content/General/Concepts/regions.htm).
Working together with you for a better tomorrow.
SECURITY AND DISASTER RECOVERY
Redlands Regular Meeting of 11-19-24 622 of 1010
May 24, 2024
City of Redlands
35 Cajon St, Suite 15-A
Redlands, CA, 92373
Attn: Amiee Hoover
Re: enQuesta v6 Five (5) Yr. Maintenance Quote
Dear Aimee,
Systems & Software (S&S) is pleased to present this quotation for a 5-year Support Maintenance Agreement for enQuesta v6 to the City of Redlands.
S&S Terms and Conditions:
• Third-party licenses related to enQuesta: Systems and Software reserves the right to bill an additional fee should our end vendors include an annual escalator that exceeds 10%. We do not have exact pricing for the future agreement years but have included a best estimate in the terms provided in this agreement. • Except as otherwise set forth herein, this maintenance renewal will be subject to the terms and conditions of the existing support and maintenance agreement between you and S&S. Any changes to support maintenance will be contained in separate quotes related to modifications or enhancements that you request. • Please provide an authorized signature indicating your acceptance of this quote.
The Five (5) year maintenance pricing provides the following:
• 2025 – 3% increase on enQ Support, 0% Increase on Hosting • 2026 – 3% increase on enQ Support, 0% Increase on Hosting • 2027 – 3% increase on enQ Support, 0% Increase on Hosting • 2028 - 0% increase on enQ Support & Hosting
• 2029 - 0% increase on enQ Support & Hosting
**Please note that while we’re offering a 0% increase on the base enQ Support or Hosting, we have included a 3% increase on third party license cost. As noted above in the Terms & Conditions that the third-party license cost may increase. This includes 3% increase to 90 Back Up extension**
YR-1 YR-2 YR-3 YR-4 YR-5
5-YR PRICING WITH CONTRACT
1/1/2025 to
12/31/2025
1/1/2026 to
12/31/2026
1/1/2027 to
12/31/2027
1/1/2028 to
12/31/2028
1/1/2029 to
12/31/2029 5 YR TOTAL
existing - v5 $209,032.88 $215,303.35 $221,762.45 $222,456.54 $223,171.45 $1,091,726.17 Additional – v6, Capricorn, Cloud Hosting
incl 90 day back ups
$80,847.58 $81,323.01 $81,812.70 $82,079.41 $82,354.12 $408,416.82 TOTAL $289,879.96 $296,626.36 $303,575.15 $304,535.95 $305,525.57 $1,500,142.99 $ SAVINGS WITH 5-YR CONTRACT $5,797.60 $5,932.53 $6,071.50 $15,226.80 $15,276.28 $48,304.71 Redlands Regular Meeting of 11-19-24 623 of 1010
The quotation above is subject to an amended support and maintenance agreement being finalized in conjunction with the v6 Upgrade Contracts. Multi-Year agreement to be effective 1/1/2025 through 12/31/2029.
We appreciate the opportunity to be of continued service and values your business.
IN WITNESS WHEREOF, the undersigned have executed this AGREEMENT on the dates listed below:
Customer/Organization: City of Redlands
Date:
City of Redlands
Date:
Each individual signing this agreement directly and expressly warrants that they have been given and has received and accepted authority to sign and execute the agreement on behalf of the party for whom it is indicated. They have further been expressly given and received and accepted authority to enter into a binding agreement on behalf of such party concerning the matters contained herein and as stated herein.
Kiley Fletcher, Sr Account Executive
Redlands Regular Meeting of 11-19-24 624 of 1010
Insurance Requirements for Agreements Involving Information Technology Vendor/Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees.
Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)
4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
Technology Professional Liability Errors & Omissions
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy Redlands Regular Meeting of 11-19-24 625 of 1010
violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor.
If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Please note, if there is an insured vs. insured exclusion on the vendor’s policy, carefully review with the vendor and their insurance carrier on whether being added as an additional insured onto the vendor’s policy removes your organization’s ability to file suit against the vendor and draw upon the policy should final adjudication in a lawsuit state that the vendor shall pay damages to your organization.
Primary Coverage
For any claims related to this contract, the Vendor’s insurance coverage shall be primary and non-contributory. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess policies.
Umbrella or Excess Policy
The Vendor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered Redlands Regular Meeting of 11-19-24 626 of 1010
hereunder, shall be called upon to contribute to a loss until the Vendor’s primary and excess liability policies are exhausted.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity.
Waiver of Subrogation
Vendor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Entity by virtue of the payment of any loss under such insurance.
Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Vendor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $100,000 [fill in the amount for your comfort level for the specific Vendor and job – it could be much higher, or in the case of a very small Vendor, you might want it lower] unless approved in writing by Entity. Any and all deductibles and SIRs shall be the sole responsibility of Vendor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.
Entity may deduct from any amounts otherwise due Vendor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. Entity reserves the right to obtain a copy of any policies and endorsements for verification.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Entity.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
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Vendor shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Subcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Entity is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Redlands Regular Meeting of 11-19-24 628 of 1010
City Council Meeting L. 6.
DATE: 11/19/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the cooperative piggyback contract for the purchase of a 4-cubic yard asphalt patcher from PB Loader Corporation for an amount not to exceed $410,812.73 (Facilities and Community Services Director Crocker)
MOTION(S):
If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:
I move to approve the purchase of a 4-cubic yard asphalt patcher from PB Loader Corporation for an amount not to exceed $410,812.73.
RECOMMENDATION:
Staff recommends that the City Council approve a cooperative piggyback contract request for the purchase of a 4-cubic yard asphalt patcher from PB Loader Corporation for an amount not to exceed $410,812.73.
DISCUSSION:
The Facilities and Community Services Department, Streets Division, is responsible for the maintenance and repair of 314 miles of streets and 90 miles of storm drains within the City. Crews respond to approximately 1,000 service calls annually for routine street maintenance and also maintain 298 miles of curbs and gutters, as well as 355 miles of sidewalks. In addition, the division provides regular street cleaning and sweeping services on public roadways throughout the City of Redlands. These services include mechanical sweeping, debris removal, storm cleanup, and related tasks. Streets are swept bi-monthly, covering a total of 510 curb miles per rotation, which equates to 1,020 curb miles swept each month. The division is also responsible for maintaining and repairing 72 city-owned traffic signals and approximately 5,000 city-owned streetlights.
Redlands Regular Meeting of 11-19-24 629 of 1010
The proposed purchase of a new asphalt patch truck is intended to replace the current unit, which has experienced frequent mechanical issues, resulting in operational delays. The new truck is a self-contained unit equipped to carry all the necessary tools and materials for efficient pothole and asphalt repairs. It features a propane heating system to maintain asphalt temperature during colder months, has a capacity to hold up to four tons of asphalt, and includes essential tools such as a jackhammer and plate compactor.
The primary benefit of acquiring this new unit is a significant reduction in downtime, leading to improved response times and increased productivity for our maintenance crews. By consolidating all repair functions into a single, reliable truck, the City will be able to maintain its roadways more effectively, providing enhanced service and infrastructure reliability for the community.
In accordance with the City's procurement policies, staff utilized an existing cooperative contract agreement through Sourcewell, a public cooperative purchasing organization, for Public Sector and Education Administration Software Solutions, Related Services, and Utility Equipment. By leveraging Sourcewell's cooperative purchasing model, the City benefits from competitively bid and awarded contracts. This process allows agencies to review bid results from more than 50,000 government, educational, and nonprofit organizations, ensuring the City secures the most cost-effective pricing for similar products.
Consequently, staff recommends that the City Council approve the Sourcewell Cooperative Purchase Agreement with PB Loader Corporation (Sourcewell Contract #080521-PBL) for the purchase of the asphalt patch truck.
PB Loader Corporation, established in 1954, is a recognized industry leader.
They pioneered innovations in the public works sector, including the truck-mounted loader, which combines a dump truck and loader in a single unit.
Additionally, they revolutionized asphalt patching technology by developing the pothole patcher, setting a new standard for public works applications.
ALTERNATIVES:
City Council may elect not to approve the cooperative piggyback contract and direct staff accordingly.
STRATEGIC PLAN:
Supports Strategic Plan Priority B - Public Health and Safety Redlands Regular Meeting of 11-19-24 630 of 1010
SUBMITTED BY:
Tabitha Crocker, Facilities and Community Services Department Director RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
Dana Abramovitz-Daniel, Purchasing Manager
PREPARED BY:
Joe Bierma, Administrative Analyst
Fiscal Impact
Fiscal Year: FY 2024-26
Appropriation Required Y/N: No
Amount: $410,812.73
Budgeted Y/N: Yes
Account No.: 101304
Discussion:
Sufficient funds for this purchase have been included in the approved FY 2024-2025 budget.
Attachments
1. Patch Truck Quote
2. PB Loader Contract
3. Intergovernmental/Piggyback Contract Use Request
Redlands Regular Meeting of 11-19-24 631 of 1010
PB Loader Corporation
5778 W. Barstow • Fresno, California 93722-5024 • Telephone (559) 277-7370 • Fax (559) 277-7375 Toll free 800-350-8521 • Web www.pbloader.com
QUOTATION
CITY OF REDLANDS
REDLANDS, CALIFORNIA DATE: 7/3/2024
SOURCEWELL MEMBER ACOUNT # 18877 TERMS: NET 30
F.O.B: CUSTOMER
PROJECT: 4-CUBIC YARD ASPHALT PATCHER
QTY PART NO. DESCRIPTION PRICE EXTENSION
PB LOADER SOURCEWELL CONTRACT NO. 080521-PBL - LISTED PRICES
PATCHER BOX & ACCESSORIES
1 51619-00 MODEL BC-4 (4 CUBIC YARD CAPACITY) $104,515.00
EMULSION SYSTEM & OPTIONS
1 BH-100-15 $15,455.00
1 4001-00 DRAW OFF VALVE $972.00
COMPACTION TOOLS
1 50640-00 COMPACTOR LIFT PLATFORM $3,977.00
1 7100-31 COMPACTOR PLATE - WACKER WP1550AW HONDA $3,845.00 1 130-08 8 GAL POLY WATER TANK W/ 10' HOSE & SPIGOT $485.00
HOSE REELS
1 5437-00s HOSE REEL - 3/8" X 25' FOR SOLVENT $608.00
1 5437-00t HOSE REEL - 3/8" X 25' FOR TORCH $608.00
1 5438-00 HOSE REEL - 1/2" X 25' FOR EMULSION $684.00
1 5396-00 HOSE REEL - 3/4" X 50' FOR AIR HAMMER $1,338.00
HEATING
1 50630-01 ELECTRIC OVERNIGHT HEATING SYSTEM - 240 VAC (6K) $3,852.00 1 7065-00 25' POWER CABLE 220 VOLT $706.00
1 6024-00 THERMOMETER 0-300 $286.00
WANDS
1 5978-30 VANAIR 5' BLOW WAND W/ SQUEEZE HANDLE $690.00 1 50560-00 SOLVENT PUMP & WAND $1,755.00
SPOILS BINS
1 50150-24 SPOILS BIN 24" (CROSS FRAME) $3,776.00
1 MODS-70 REAR SPOILS BIN $3,173.00
WORK PLATFORMS
1 MODS-61 12" WORK PLATFORM/CATWALK W HAND RAILS AND LADDERS $3,252.00
CONTROLS
1 50635-00 CAB CONTROLS (TOP LIDS) AIR TOGGLE $840.00
STORAGE
1 2120-00 DUAL ASPHALT LUTE HOLDER - BRKT $221.00
1 7000-20 TOOL BASKET - OPEN TOP $811.00
HAMMER & AIR COMPRESSOR
1 7700-00 VANAIR 160 CFM (100 PSI) UNDERDECK AIR COMPRESSOR $24,651.00 1 7020-41 AIR HAMMER APT 90# WITH BITS $2,962.00
1 MODS-10 FRONT BUMPER AIR VANAIR OUTLET $832.00
1 7021-00 LOCKABLE HAMMER HANGER $424.00
DISCHARGE SYSTEMS
1 50553-00 PIVOTAL ASPHALT CHUTE $1,556.00
WARNING SYSTEMS
1 695-2MC WHELEN LED MICRONS MCRNSA (SET OF TWO) - MTD IN CHASSIS GRILLE $1,639.00 1 695-51A $2,066.00
1 695-53A $2,083.00
1 7807-00 WHELEN TA45B72 (LED) 72" WIDE TRAFFIC ADVISOR W/ TACTL5 CONTROLLER - MNT TOP REAR $3,802.00 1 MODS-38 ECCO K7000B BACKUP CAMERA SYSTEM (MONITOR + 1 CAM) $1,230.00
SAFETY ACCESSORIES
2 7300-00 FRONT BUMPER CONE HOLDER (MALE) $215.00 $430.00 1 7999-10 FIRE EXTINGUISHER 5# $320.00
1 7999-40 TRIANGLE KIT $57.00
1 129-00 WATER IGLOO (5 GAL) W/BRKT ASSY $479.00
1 MODS-43 CONSPICUITY TAPE ON BODY AND SIDES $389.00
SUB-TOTAL SOURCEWELL LISTED PATCHERS & ACCESSORIES: $194,769.00 10% SOURCEWELL MEMBER DISCOUNT FOR PATCHERS & ACCESSORIES: ($19,477.00)
NON-LISTED ACCESSORIES AT MARKET PRICE
1 CUSTOM $6,291.00
1 CUSTOM SET OF FOUR (4) PIPE STYLE TOOL HOLDERS $667.00 1 CUSTOM SET OF TWO (2) SPRAY BOTTLE HOLDERS $667.00
1 CUSTOM ADD TILTING ACTION TO PIVOTAL ASPHALT CHUTE $1,750.00 1 CUSTOM WHEELBARROW HOLDER (LOCATION TBD) $1,334.00
1 CUSTOM PATCHER BURNER AND HAND TORCH FUELED BY CHASSIS CNG SYSTEM (REMOVES 25 GAL. LPG TANK) $5,417.00
NON-LISTED CHASSIS AT MARKET PRICE
1 $184,676.00
TOTAL: $376,094.00
SALES TAX (8.75%): $32,908.23
CA TIRE RECYCLING FEE: $10.50
FREIGHT TO CUSTOMER: $1,800.00
TOTAL WITH DISCOUNT AND FREIGHT: $410,812.73
NOTES:
NO. 12110R
1. LEAD TIME FOR BODY UPFIT TO BE DETERMINED UPON CHASSIS DELIVERY.
2. CHASSIS PRICE SUBJECT TO MODEL YEAR SURCHARGES.
ABOVE MODEL EQUIPPED WITH RADIANT HEATER, THERMOSTATICALLY CONTROLLED LPG BURNER, HYDRAULIC TOP LIDS AND DOORS, KEVLAR CHAIN CONVEYOR, HAND TORCH, TORCH, SHOVEL APRON, 25 GAL. LPG TANK,
INSTALLATION AND PAINT BLACK
80"HIGH X 36" WIDE X 24" DEEP ALUMINUM TOOL CABINET W/3-SHELVES AND TOOL HOLDERS, MOUNTED FRONT
PASSENGER SIDE
WHELEN MODEL 5V1A AMBER WARNING LIGHT (SET OF TWO) - ONE MOUNTED EACH FRONT CORNER OF PATCHER WHELEN 500V SERIES MODEL 5V3A (LED) (SET OF TWO) - ONE FRONT AND ONE REAR TOP CORNERS OF PATCHER
BODY FACING REAR
PB MODEL BH-100-15 EMULSION SPRAY UNIT HEATED BY TRUCK COOLING SYSTEM, Y STRAINER, FILL BASKET, HYDRAULICALLY POWERED, 15 GAL. SOLVENT TANK, 85 GAL. EMULSION, WAND WITH 25' HOSE, AUXILIARY
ELECTRIC HEAT SYSTEM, INSTALLATION AND PAINT BLACK
2025 M2 112 PLUS CONVENTIONAL CAB CNG POWERED CHASSIS WITH CUMMINS L9N 300 HP @ 2000 RPM NATURAL GAS ENGINE, 60 DIESEL GALLON EQUIVALENT (DGE) CNG FUEL TANKS STACKED BACK OF CAB, ALLISON 3500 RDS AUTOMATIC TRANSMISSION WITH PTO PROVISION, 23,000# 52 INCH VARIABLE RATE MULTI-LEAF SPRING REAR SUSPENSION WITH LEAF SPRING HELPER, 3,300# TAPERLEAF FRONT SUSPENSION,
22.5" X 8.25" STEEL WHEELS, CAB PAINTED WHITE
Redlands Regular Meeting of 11-19-24 632 of 1010
080521-PBL
Rev. 3/2021 1
Solicitation Number: RFP #080521
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and PB Loader Corporation, 5778 W. Barstow Ave., Fresno, CA 93722 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Roadway Maintenance Equipment from which Supplier was awarded a contract.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires October 11, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.
C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
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Rev. 3/2021 2
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be
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Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.
Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.
Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.
C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change;
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Rev. 3/2021 4
x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell
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Rev. 3/2021 5
contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
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Rev. 3/2021 6
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).
The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased
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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers,
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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.
5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms
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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is
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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.
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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names
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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
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T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Sourcewell PB Loader Corporation
By: __________________________ By: __________________________ Jeremy Schwartz Jason Thompson
Title: Chief Procurement Officer Title: President
Date: ________________________ Date: ________________________ Approved:
By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
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Intergovernmental/ Piggyback
Contract Use Request (Attach to PR form)
The Department requests the purchase of the following item(s) from:
Original Contracting Entity:
Contract#:
Contract Term:
Method of original contract award:
Competitive
Non-Competitive, based on: Preferred source Sole Single source Emergency Other:
Does the original contract contain language contemplating contract extension to additional users? Yes No
Description of Product/Service intend to acquire Unit Price Total Tax
Grand Total
Please attach: vendor agreement to sale to the City AND Entity agreement/contract language allowing Piggyback Redlands Regular Meeting of 11-19-24 668 of 1010
Purchasing Agent Approval: Date:
City Manager Approval: ______________________________ Date: ____________________ Vendor:
Contact:
Address 1:
Address 2:
City/State/Zip:
Telephone:
Fax:
Web/E-Mail:
Delivery/Service Location
Contact:
Telephone:
Department:
Address 1:
Address 2:
Additional
Comments
rev. 10.31.18
Redlands Regular Meeting of 11-19-24 669 of 1010
City Council Meeting L. 7.
DATE: 11/19/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the First Amendment to the Agreement with Larry Jacinto Farming, Inc. for grove care, maintenance, and harvest increasing the total compensation amount by an additional $399,975 for a total aggregate amount not-to-exceed $1,417,875 (Facilities and Community Services Director Crocker)
MOTION(S):
If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:
I move to approve the First Amendment to the Agreement with Larry Jacinto Farming, Inc. for grove care, maintenance, and harvest by increasing compensation by an additional $399,975 for a total aggregate amount not-to-exceed $1,417,875.
RECOMMENDATION:
Staff recommends that the Council approve the First Amendment to the Agreement with Larry Jacinto Farming, Inc. for grove care, maintenance, and harvest to increase the total compensation amount by an additional $399,975 for a total aggregate amount not-to-exceed $1,417,875
DISCUSSION:
The City of Redlands has twenty-one (21) citrus groves throughout the city, totaling approximately 200 acres. The varieties of citrus include Valencia oranges, Navel oranges, Rio grapefruit, and Ruby Star grapefruit. The City's citrus groves require ongoing care, maintenance, and harvest to sustain its economic viability and health. The City maintains these groves by way of internal staff supplemented by specialized contractual services.
On September 6, 2022, the City and Larry Jacinto Farming, Inc. (Jacinto) Redlands Regular Meeting of 11-19-24 670 of 1010
On September 6, 2022, the City and Larry Jacinto Farming, Inc. (Jacinto) entered into a three-year agreement (Agreement) for Jacinto to provide specialized grove services in the City groves. The Agreement includes but is not limited to the following services; rodent/pest control, brown rot and frost control, hedging and topping, brush chopping, trip spray, ACP Treatment, and PCA reporting. Over the course of the agreement, the amount of services required to keep the groves viable for commercial farming has exceeded original estimates due to staffing shortages, additional tasks brought on by the Oriental Fruit Fly infestation, and other unforeseen circumstances. Additionally, increases in the costs to perform these services have also been incurred.
To ensure that the City groves are maintained and the health of the trees is sustained for the longevity of the preservation of the city groves, these additional services are necessary. Staff is recommending that City Council approve the First Amendment to the Agreement with Larry Jacinto Farming, Inc. for grove care, maintenance, and harvest to increase the total compensation amount by an additional $399,975 for a total aggregate amount not-to-exceed $1,417,875 over the entire term of the agreement.
ALTERNATIVES:
City Council may choose not to approve the amendment and provide staff alternative direction.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
Tabitha Crocker, Facilities and Community Services Director RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Janice McConnell, Assistant City Manager
Christopher Boatman, Assistant City Manager
Yvette M. Abich Garcia, City Attorney
Danielle Garcia, Management Services/Finance Director
PREPARED BY:
Don Craw, Sr. Manager Facilities and Community Services Redlands Regular Meeting of 11-19-24 671 of 1010
Fiscal Impact
Fiscal Year: 2025
Revenue Generating: N
Appropriation Required Y/N: N
Amount: $399975
Budgeted Y/N: Y
Account No.: 538910
Discussion:
Funding is available for this amendment in the FY 2024/2025 budget.
Attachments
1. Original Agreement
2. First Amendment
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Redlands Regular Meeting of 11-19-24 685 of 1010
Redlands Regular Meeting of 11-19-24 686 of 1010
1 I:\cmo\Agreements\First Amendment Larry Jacinto, Farming Inc. FY24-0049.docx-ms
FIRST AMENDMENT TO AGREEMENT TO PERFORM NON-PROFESSIONAL
SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This first amendment (“First Amendment”) to the agreement for the provision of citrus grove care, maintenance and harvest (“Agreement”), dated September 6, 2022, by and between the City of Redlands, a municipal corporation and a general law city (“City”), and Larry Jacinto Farming, Inc., a California corporation (“Contractor”), is made and entered into this 19 th day of
November, 2024.
RECITALS
WHEREAS, it is the desire of the City and Contractor to amend their existing Agreement, specifically to add additional funding in the amount of $399,975 to account for increases in the costs of farming activities and the quantity of work required by the City to maintain the citrus groves during the term of the agreement.
NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby acknowledged City and Contractor agree as follows:
AGREEMENT
Section 1. Article 5 of the Agreement, entitled “Payments to Consultants,” Section 5.1 of the Agreement is hereby amended to read as follows:
“5.1 Total compensation for Contractor’s performance of the Services shall not exceed the amount of One Million Four Hundred Seventeen Thousand Eight Hundred Seventy-Five Dollars ($1,417,875). City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit “C,” titled “Fee Schedule/Price and Fee Bid,” which is attached hereto and incorporated herein by reference.” Section 2. Exhibit “C” of the Agreement, entitled “Fee Price and Fee Bid,” is hereby amended as shown in Attachment 1 attached to this First Amendment.
Section 3. All other provisions of the Agreement shall remain unchanged by this First Amendment and in effect.
[Signatures on next page]
Redlands Regular Meeting of 11-19-24 687 of 1010
2 I:\cmo\Agreements\First Amendment Larry Jacinto, Farming Inc. FY24-0049.docx-ms IN WITNESS WHEREOF, the parties have executed this First Amendment, to be effective as of November 19, 2024.
CITY OF REDLANDS LARRY JACINTO FARMING, INC.
________________________________ By: ________________________________ Eddie Tejeda, Mayor Larry Jacinto, President
ATTEST:
_________________________________
Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 11-19-24 688 of 1010
3 I:\cmo\Agreements\First Amendment Larry Jacinto, Farming Inc. FY24-0049.docx-ms Attachment 1
EXHIBIT “C”
FEE SCHEDULE/PRICE AND FEE BID
Prices include all labor and materials
Item
No.
Brief Description
*A
Quantity
Annually
*B
Hourly and
Acre Rate
*C
Total Price in Figures
A1 Rodent Control 500 Hours $55.00 $27,500.00
A2 Commercial Fertilizer 200 Acres $105.00 $21,000.00
A3 Brown Rot/Frost Control 200 Acres $325.00 $65,000.00 A4 Thrip Spray 200 Acres $345.00 $69,000.00
A5 Hand Rig 40 Hours $125.00 $5,000.00
A6 ACP Treatment 200 Acres $340.00 $68,000.00
A7 Chemigation Labor 525 Hours $145.00 $76,125.00
A8 Pre-emergent application 200 Acres $280.00 $56,000.00 A9 PCA Reporting 200 Acres $125.00 $25,000.00
*"A" x "B" = "C" TOTAL $412,625.00
Additional As Needed Miscellaneous Manual Labor Grove
Services Per Scope of Agreement (“Exhibit A”)
500 Hours $50.00 $25,000
Additional As Needed Miscellaneous Equipment Operation
Labor Grove Services Per Scope of Agreement (“Exhibit A”) 500 Hours $70.00 $35,000
Redlands Regular Meeting of 11-19-24 689 of 1010
City Council Meeting L. 8.
DATE: 11/19/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a Public Works Construction Contract with All Cities Engineering, Inc. for the 2024 CIP Sewer Pipeline Replacement Project for an amount not-to-exceed $1,367,514; and determination that the Project is categorically exempt from environmental review pursuant to Section 15302 of the State's Guidelines for Implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris) MOTION(S):
If the City Council determines that staff's recommendation is appropriate, the following motions are provided:
I move that the City Council determine that approval of the contract and construction of the 2024 CIP Sewer Pipeline Replacement Project is exempt from environmental review in accordance with Section 15302 of the State's Guidelines implementing the California Environmental Quality Act; and
1. I move to approve the 2024 CIP Sewer Pipeline Replacement Project plans and specifications; and award a Public Works Construction Contract to All Cities Engineering, Inc. for an amount non-to-exceed $1,367,514.
2. RECOMMENDATION:
Staff recommends that the City Council determine approval of a Public Works Construction Contract and construction of the 2024 CIP Sewer Pipeline Replacement Project is categorically exempt from environmental review in accordance with Section 15302 of the State’s guidelines implementing the California Environmental Quality Act. Staff further recommends that the City Council approve the 2024 CIP Sewer Pipeline Replacement Project plans and specifications, and award a Public Works Construction Contract to All Cities Engineering, Inc. for an amount not-to-exceed $1,367,514.
Redlands Regular Meeting of 11-19-24 690 of 1010
DISCUSSION:
The 2024 CIP Sewer Pipeline Replacement Project (Project) will rehabilitate wastewater collection pipelines at numerous locations throughout the City. The Project will employ cured-in-place pipe (CIPP) technology to reline approximately 5,844 linear feet of pipelines with diameters of eight-inch (8”) and ten-inch (10"), and will replace approximately 2,444 linear feet of eight-inch (8”) and ten-inch (10") diameter pipelines through conventional trenching methods.
These pipelines have been selected for improvement based on maintenance history and closed-circuit television inspections. The Project will also remove and replace thirteen (13) sewer manholes to reduce inflow and infiltration throughout the sewer collection system.
In early September, staff prepared plans and specifications and advertised the Project for construction. On September 19, 2024, the City Clerk's office received nine (9) bids for the project. The Bid Opening report is attached to the report and summarized below:
* An arithmetic error was discovered in the bid proposal. The total bid amount was corrected and highlighted in the attached bid analysis to identify arithmetic errors. The errors did not affect ranking.
Staff reviewed each bid and determined that All Cities Engineering, Inc. submitted the lowest responsive and responsible bid. Therefore, staff recommends City Council approval of a Public Works Construction Contract with All Cities Engineering, Inc. for an amount not-to-exceed $1,367,514, which is within the Project budget. It is anticipated that the Project will be completed within sixty (60) working days from issuance of a Notice to Proceed.
This project is exempt from environmental review pursuant to Section 15302 of the State's guidelines implementing the California Environmental Quality Act since it replaces or reconstructs an existing utility system with negligible or no capacity expansion.
BID OPENING REPORT SUMMARY
BIDDER BID AMOUNT
1. All Cities Engineering, Inc., Ontario, CA $1,367,514
2. Dominquez General Engineering, Inc., Pomona, CA $1,553,022
3. Ramona Inc., Baldwin Park, CA $1,657,525
4. Bonadiman Water Inc., Perris, CA $1,689,475
5. MNR Construction Inc., La Verne, CA *$1,698,562
6. CEM Construction Corporation, Montebello, CA $1,799,465
7. Torres Sanitation Systems Construction, South Gate, CA $1,800,091
8. GRBCON, Inc., Baldwin Park, CA $1,916,799
9. Aneen Construction, Inc., Riverside, CA *$2,137,919
Redlands Regular Meeting of 11-19-24 691 of 1010
ALTERNATIVES:
City Council may deny the staff recommendation and provide alternate direction.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
John R. Harris, Municipal Utilities and Engineering Director RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
Goutam K. Dobey, City Engineer
PREPARED BY:
Johana Silva, Associate Engineer
Fiscal Impact
Fiscal Year: FY 24/25
Appropriation Required Y/N: No
Budgeted Y/N: Yes
Account No.: 521910
Discussion:
There is no fiscal impact associated with this action. The FY 24/25 MUED budget includes sufficient funding for this project.
Attachments
A. ACE Public Works Contract
B. Bid Opening Report
C. Bid Analysis
D. Location Map
E. 2024 CIP Sewer Plans
F. 2024 CIP Sewer Specifications
Redlands Regular Meeting of 11-19-24 692 of 1010
1 I:\cmo\Agreements\All Cities Engineering, Inc. Public Work Contract (2024 CIP Sewer Project) FY24-0050.docx-ms
PUBLIC WORK CONSTRUCTION CONTRACT
This Public Work Construction contract (“Contract”) is made and entered into this 19th day of November, 2024, by and between the City of Redlands, a municipal corporation, organized and existing under the laws of the State of California (hereinafter “City”), and All Cities Engineering, Inc., a California corporation (hereinafter "Contractor"). City and Contractor are sometimes individually referred to herein as a “Party” and, together, as the “Parties.”
In consideration of the mutual promises contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK: Contractor shall furnish all materials and will perform all of the work for the following: 2024 CIP SEWER PIPLINE REPLACEMENT PROJECT, complete all items as required by the Contract Documents (as herein defined) and Specifications for City’s 2024 CIP SEWER PIPLINE REPLACEMENT PROJECT, PROJECT NO. 521032 (the “Work”).
2. CONTRACT SUM: City shall pay Contractor the sum of One Million Three Hundred Sixty-Seven Thousand Five Hundred Fourteen Dollars ($1,367,514) as consideration for its performance of the Work in accordance with the terms and conditions set forth in the Contract Documents. Pursuant to Public Contract Code Section 22300, Contractor has the option to deposit securities with an escrow agent as a substitute for retention of earnings required to be withheld by City pursuant to an escrow agreement as set forth in Public Contract Code section 22300.
3. TIME FOR COMPLETION: The Work shall be completed within sixty (60) working day(s) as defined in Section 1-2 of the Standard Specifications for Public Works Construction “Greenbook” from and after the date of City’s issuance of a Notice to Proceed to Contractor.
4. LIQUIDATED DAMAGES: Contractor’s failure to complete the Work within the time allowed will result in damages being sustained by City. Such damages are, and will continue to be, impracticable and extremely difficult to determine. Accordingly, Contractor shall pay to City, or have withheld from monies due to Contractor, the sum of five hundred dollars ($500) for each working day as defined in Section 1-2 of the Standard Specifications for Public Works Construction “Greenbook” in excess of the specified time for completion of the Work. Execution of this Contract shall constitute agreement by City and Contractor that five hundred dollars ($500) per day is the estimated damage to City caused by the failure of Contractor to complete the work within the allowed time. Such sum is liquidated damages and shall not be construed as a penalty, and may be deducted from payments due Contractor if such delay occurs.
5. CONTRACT DOCUMENTS: This Contract incorporates by reference the following: Notice Inviting Bids, Instructions to Bidders, Contractor’s Proposal, Bid Bond, Agreement, Performance Bond, Labor and Material Bond, Plans, General Conditions, Special Provisions and Specifications, and any addenda thereto (collectively, the “Contract Documents”).
6. ATTORNEYS' FEES: In the event any action is commenced to enforce or interpret the terms or conditions of this Contract, or the Contract Documents, the prevailing Party in such action, in addition to any costs and other relief, shall be entitled to recover its reasonable attorneys’ fees, including fees for use of in-house counsel by a Party.
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7. RESOLUTION OF CONSTRUCTION CLAIMS: Claims by Contractor in the amount of three hundred seventy five thousand dollars ($375,000) or less shall be made by Contractor and processed by the City pursuant to the provisions of Part 3, Chapter 1, Article 1.5 of the Public Contract Code (commencing with Section 20104). All claims shall be in writing and include the documents necessary to substantiate the claim. Nothing in subdivision (a) of Public Contract Code Section 20104.2 shall extend the time limit or supersede the notice requirements provided in this case from filing claims by Contractor.
8. ELIGIBILITY OF CONTRACTOR/SUBCONTRACTOR: Contractor and all of its subcontractors shall abide by California Public Contract Code, Section 6109, and California Labor Code Sections 1777.1 and/or 1777.7, and certify that they are not debarred and are eligible to work on this project.
9. ASSIGNMENT OF AGREEMENT: No assignment by a Party of any rights or interests under this Contract shall be binding on another Party without the written consent of the Party sought to be bound.
10. SUCCESSORS AND ASSIGNS: City and Contractor each binds itself and their respective successors and assigns in respect to all covenants, agreements, and obligations contained in the Contract Documents.
11. SEVERABILITY: Any provision or part of the Contract Documents held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon City and Contractor.
Redlands Regular Meeting of 11-19-24 694 of 1010
3 I:\cmo\Agreements\All Cities Engineering, Inc. Public Work Contract (2024 CIP Sewer Project) FY24-0050.docx-ms IN WITNESS WHEREOF, the Parties hereto have executed this Contract the day and year first written above.
CITY OF REDLANDS
(SEAL)
By:____________________________________
Eddie Tejeda, Mayor
ATTEST:
____________________________________
Jeanne Donaldson, City Clerk
(SEAL)
__All Cities Engineering, Inc.__________________
Name of Contractor
By:_______________________________________
Signature of Authorized Agent
__Apolonio Ramirez Castro, President___________
Title
__________________________________________
Signature of Authorized Agent (if necessary)
__________________________________________
Title
__________________________________________
Contractor's License No.
Redlands Regular Meeting of 11-19-24 695 of 1010
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WORKER'S COMPENSATION INSURANCE CERTIFICATION
Description of Contract: City of Redlands
Municipal Utilities & Engineering Department
2024 CIP SEWER PIPLINE REPLACEMENT PROJECT
PROJECT NO. 521032
Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:
a. By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. b. By securing from the Director of Industrial Relations, a certificate of consent to selfinsure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees.
CHECK ONE
_____I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).
_____I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers’ compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers’ compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers’ compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.
Dated this day of , 2024.
___All Cities Engineering, Inc.____________
(Contractor)
_____________________________________
(Signature)
____Apolonio Ramirez Castro, President____
(Official Title)
(SEAL)
(Labor Code Section 1861 provides that the above certificate must be signed and filed by the Contractor with the Owner prior to performing the work of the contract.)
Redlands Regular Meeting of 11-19-24 696 of 1010
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FAITHFUL PERFORMANCE BOND
Whereas, the City of Redlands (“City”), State of California, and All Cities Engineering, Inc. (hereinafter designated as "Principal") have entered into an agreement dated November 19, 2024 (“Agreement”) whereby Principal agrees to install and complete certain public improvements (the “Work”), which said Agreement is identified as 2024 CIP Sewer Pipeline Replacement Project and is hereby referred to and made a part hereof; and
Whereas, said Principal is required under the terms of the Agreement to furnish a bond for the faithful performance of the Work, now, therefore, we, the Principal and Nationwide Mutual Insurance Company as Surety, are held and firmly bound unto the City in the penal sum of One Million Three Hundred Sixty-Seven Thousand Five Hundred Fourteen Dollars ($1,367,514) lawful money of the United States, for the payment of which sum we bind ourselves, and our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above bounded Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Agreement and any alteration thereof made as therein provided, on his or its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall faithfully fulfill the one-year guarantee of all materials and workmanship, and shall defend, indemnify and save harmless the City and its elected officials, officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by the City in successfully enforcing such obligations, all to be taxed as costs and included in the judgment rendered.
As a condition precedent to the satisfactory completion of the Work, the above obligation shall hold good for a period of one (1) year or longer if required by the Agreement after the acceptance of the work by the City, during which time if the Principal shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage made evident during this period from the date of completion of the Work, and resulting from or caused by defective materials or faulty workmanship, the above obligation in penal sum thereof shall remain in full force and effect. The obligations of Surety hereunder shall continue so long as any obligation of the Principal remains.
Whenever the Principal shall be, and is declared by the City to be, in default under the Agreement, the City having performed the City obligations thereunder, the Surety shall promptly remedy the default, or shall promptly, at the City’s option:
1. Complete the Work in accordance with its terms and conditions; or
2. Obtain a bid or bids for completing the Work in accordance with its terms and conditions, and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Work less the balance of the Agreement price, Redlands Regular Meeting of 11-19-24 697 of 1010
6 I:\cmo\Agreements\All Cities Engineering, Inc. Public Work Contract (2024 CIP Sewer Project) FY24-0050.docx-ms but not exceeding, including other costs and damages for which Surety may be liable hereunder, the amount set forth above. The term “balance of the Agreement price,” as used in this paragraph, shall mean the total amount payable to the Principal by the City under the Agreement and any modifications thereto, less the amount previously properly paid by the City to the Principal.
Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Principal.
Surety shall not utilize the Principal in completing the Work nor shall Surety accept a bid from the Principal for completion of the Work if the City, when declaring the Principal in default, notifies Surety of the City’s objection to the Principal’s further participation in the completion of the Work.
No right of action shall accrue on the bond to or for the use of any person or corporation other than the City named herein or the successors or assigns of the City. Any suit under this bond must be instituted within the applicable statute of limitations period.
The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the work or to the specifications.
No final settlement between the City and the Principal shall abridge the right of any beneficiary hereunder whose claim may be unsatisfied.
The Principal and Surety agree that if the City is required to engage the services of any attorney in connection with the enforcement of this bond, each shall pay the City’s reasonable attorneys’ fees incurred, with or without suit, in addition to the above sum.
In witness whereof, this instrument has been duly executed by the Principal and Surety above named, on , 2024.
(SEAL) (SEAL)
(Contractor) (Surety)
BY:
(Signature) (Signature)
Address:___________________________________
__________________________________________
(Seal and Notarial Acknowledgment of
Surety)
Telephone ( )___________________________
Redlands Regular Meeting of 11-19-24 698 of 1010
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LABOR AND MATERIAL BOND
Whereas, the City Council of the City of Redlands, State of California, and All Cities Engineering, Inc. (hereinafter designated as “Principal”) have entered into an agreement (the “Agreement”) whereby Principal agrees to install and complete certain designated public improvements (the “Work”), which said agreement, dated November 19, 2024, and identified as 2024 CIP Sewer Pipeline Replacement Project, Project No. 521032 is hereby referred to and made a part hereof; and Whereas, under the terms of the Agreement, Principal is required before commencing the performance of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California.
Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of One Million Three Hundred Sixty-Seven Thousand Five Hundred Fourteen Dollars ($1,367,514) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.
Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition.
In witness whereof, this instrument has been duly executed by the Principal and surety above named, on _______________________, 2024.
(SEAL) (SEAL)
(Contractor) (Surety)
BY:
(Signature) (Signature)
Address:_____________________________
(Seal and Notarial Acknowledgement of Surety) ____________________________________ Telephone: ( )___________________
Redlands Regular Meeting of 11-19-24 699 of 1010
Redlands Regular Meeting of 11-19-24 700 of 1010
CITY OF REDLANDS
MUNICIPAL UTILITIES AND ENGINEERING DEPARTMENT
Bid Analysis
PROJECT NO.: 521032 Bid Date: September 19, 2024
2024 CIP Sewer Pipeline Replacement Project Estimated Start Date: December 1, 2024 Unit Price Item Price Unit Price Item Price Unit Price Item Price 1 Mobilization 1 LS $60,000.00 $60,000.00 $40,000.00 $40,000.00 $60,000.00 $60,000.00 2 Traffic Control 1 LS $25,000.00 $25,000.00 $20,000.00 $20,000.00 $55,000.00 $55,000.00 3 Erosion Control Plan 1 LS $10,000.00 $10,000.00 $10,000.00 $10,000.00 $5,000.00 $5,000.00 4 Survey 1 LS $15,000.00 $15,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 5 R/R with 8" SDR 35 PVC Pipe 2,369 LF $175.00 $414,575.00 $275.00 $651,475.00 $245.00 $580,405.00 6 R/R with 12" SDR 35 PVC Pipe 75 LF $250.00 $18,750.00 $300.00 $22,500.00 $300.00 $22,500.00 7 Reconnect Service Laterals 88 EA $500.00 $44,000.00 $1,000.00 $88,000.00 $650.00 $57,200.00 8 CIPP 8" Pipe 4,737 LF $55.00 $260,535.00 $61.00 $288,957.00 $50.00 $236,850.00 9 CIPP 10" Pipe 1,107 LF $72.00 $79,704.00 $70.00 $77,490.00 $85.00 $94,095.00 10 Reestablish Lateral Connections 150 EA $95.00 $14,250.00 $100.00 $15,000.00 $60.00 $9,000.00 11 Removal of Protruding Lateral for CIPP 10 EA $600.00 $6,000.00 $1,000.00 $10,000.00 $1,100.00 $11,000.00 12 8”/10” Spot Repair 247 LF $500.00 $123,500.00 $300.00 $74,100.00 $425.00 $104,975.00 13 Remove Existing Cleanout 1 EA $4,000.00 $4,000.00 $1,000.00 $1,000.00 $3,000.00 $3,000.00 14 Remove Existing Manhole 10 EA $4,000.00 $40,000.00 $2,000.00 $20,000.00 $4,000.00 $40,000.00 15 Construct 48” Manhole 13 EA $8,000.00 $104,000.00 $8,500.00 $110,500.00 $14,500.00 $188,500.00 16 Flow Bypass 1 LS $60,000.00 $60,000.00 $20,000.00 $20,000.00 $25,000.00 $25,000.00 17 Testing of CIPP Liner 4 EA $800.00 $3,200.00 $1,000.00 $4,000.00 $5,000.00 $20,000.00 18 Demobilization 1 LS $10,000.00 $10,000.00 $5,000.00 $5,000.00 $50,000.00 $50,000.00 19 Unforeseen work 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 Additions/Deductions
$1,367,514.00 $1,553,022.00 $1,657,525.00
License Status
Sub's License Status
Bid Bond Company
Submitted Entire Bid Package
Submitted Sub's Qualification Statement
DIR Status
Error in Bid No No
Yes Yes
Active Active Active
Dominguez General Engineering,
Inc. All Cities Engineering, Inc.
U.S. Specialty Insurance Company
Yes Yes
Old Republic Surety Company
Yes
Active
Qty Unit
BASE BID ITEMS
Active
Total Base Bid
Active
Active
Item
No. Bid Item
No
Ramona, Inc.
Active
Active
Nationwide Mutual Insurance Company
Yes
Low Bidders 1, 2, 3