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SERVICES AGREEMENT - UTILITY MANAGER VERSION 7 UPGRADE Ci!J't'Jl4 Cayenta Canada Inc. City of Clearwater - Services Agreement SERVICES AGREEMENT by and between Cayenta Canada Inc. ("Cayenta"), having offices at #100 - 8900 Nelson Way, Burnaby, B.C. V5A 4W9 and City of ~ ("Customer"), having offices at 100 S. Myrtle Ave, Clearwater, FL 33756 is made and entered into as of the G'#( day of , 2001. SERVICES TO BE PROVIDED AS DESCRIBED 1:\ TilE .\TTACIlED STATEl\IENT OF WORK Description Total Da slMonths Daily/Monthly Rate Total Fees Database Audit Version 7.0 Training Cut-over Support Application Audit Electronic Bill Presentment Travel and Living expenses $12,720 $27,256 $21,805 $22,259 $49,060 $9,500 TOTALS $142,600 1. SERVICES: 1.1 Statement of Work: The Statement of Work attached for reference hereto as Appendix "A" describes more particularly all services listed in the table above which are to be provided under this Agreement and the fees for those services. No changes or revisions to the Statement of Work or obligation for payment of additional fees will be made except in writing. Cayenta will perform all services in a manner and according to the standards observed by a competent practitioner of the profession in which Cayenta is engaged. All deliverables will be prepared in a manner that conforms to the standards of quality normally observed by a person in Cayenta's profession. Cayenta shall have the right, upon 30 days notice to the Customer, to change, modify or otherwise alter the scope of the work or type of service described more particularly in the Statement of Work attached for reference hereto as Appendix "A". In the event that Customer does not accept such modification(s), Customer shall have the right to terminate this Agreement without further liability or obligation to Cayenta, except for the payment of fees accrued as of the effective date of such termination. 1.2. Confidential Information: All Cayenta Confidential Information, which consists of nonpublic ideas and other information relating to the Services provided pursuant to this Agreement shall remain the sole property of Cayenta and may not be communicated, reproduced, transmitted or otherwise used without the express permission of Cayenta, except in accordance with the terms of this Agreement, or if a Cayenta program, in accordance with a License Agreement entered into between the parties. This Confidential Information mayor may not be stamped "Confidential", or in the form of a proposal, list, training course, materials, process, technique, or other tangible or intangible thing. This Subsection 1.2 shall survive the termination of this Agreement. 1.3 Installation: If the Services listed above include installation of a Cayenta or third party program ("Program"), then the Program(s) is deemed to be installed, when the Program has been loaded onto the system hardware and is turned over to Customer as ready for testing and implementation, or as provided in the Statement of Work, whichever comes first. Unless otherwise provided in the Statement of Work, Cayenta is responsible for the first installation and Customer is responsible for each installation thereafter, along with file and data conversion, changes in systems administration or operational procedures, changes in operating system setup and user access, changes in user procedures, changes in internal support and cutover to operational use. 1.4 Support: Until the expiration of Warranty for each Program, Customer will direct all support calls to the Project Manager, Technical Specialist andlor Application Consultant assigned to Customer, otherwise following the procedures outlined in the License Agreement entered into between the parties hereto. In the event that a Priority 1 problem occurs and none of the above mentioned project personnel are available, Customer may telephone the Cayenta Helpline. Fees for Support services are summarized above. 2. FEES FOR SERVICES: The basis of the fees for services provided under this Agreement are defined in the Statement of Work, unless specified elsewhere in this Agreement. Fees are normally quoted for a standard eight-hour workday. If less than a day of work is performed, billing will be prorated based on the number of quarter days, rounded to the nearest quarter day. Any service lasting less than a quarter day will be billed as a quarter day. Any service lasting more than 8 hours shall be billed on an hourly basis, such rate to be calculated as the pro-rated amount of the 8 hour daily rate. Page 1 ~ 3. PAYMENT TERMS: Excepting invoices that are due upon execution of this Service Agreement, all fees shall be paid within forty five (45) days of invoice date. Customer shall pay all applicable shipping charges and sales taxes, exclusive of Cayenta's income and corporate franchise taxes. In addition to the fees for services separately listed above, Customer shall reimburse Cayenta for all reasonable travel and living expenses and reproduction costs of handouts incurred by Cayenta in rendering all services. After notice, past due amounts owing from Customer shall bear interest at the rate of 1 % per month. Customer shall reimburse Cayenta for all reasonable costs incurred (including reasonable attorneys' fees) in collecting past due amounts owed by Customer. Alternatively, Cayenta may, at its sole option, suspend Customer's service if Customer is more than 45 days past due in the payment of fees incurred pursuant to this Agreement. Customer shall pay for the actual services provided in each succeeding month consistent with the agreed upon Statement of Work or as part of Support, until the total fees for the Statement of Work shall have been paid, but not later than the first day of the 18th month following Customer's execution of this Agreement. All payments shall be in U.S. Funds. 4. LIMITATION OF LIABILITY: Cayenta's total liability for any Service provided pursuant to or arising out of this Agreement, including but not limited to liability arising out of, resulting from or in any way related to contract, tort, breach of warranty, intellectual property infringement or otherwise, shall not in any event exceed the total fees paid by Licensee with respect to this Agreement. Neither Cayenta nor its licensors shall be liable for loss of profits, indirect, special, incidental, or consequential damages. This provision shall survive the termination of this Agreement or any amendment thereto. 5. INDEMNIFICATION: Customer shall indemnify and hold Cayenta harmless from any third party suit or third party claim (including attorney fees) arising from the use of the Service if such use is found to violate that third party's rights or interest. Such indemnification is subject to the limits of chapter 768.28, Florida Statutes. 6. FORCE MAJEURE: Neither party will be responsible for any failure to perform hereunder due to unforeseen circumstances or due to causes beyond the non-performing party's reasonable control, including, without limiting the generality of the foregoing, acts of God, war, riot, embargoes, acts of government, catastrophe, fire, flood, accidents, strikes, shortages of transportation, fuel, energy, labor or material acts of a public enemy. 7. FACILITIES AND EQUIPMENT: Customer will provide Cayenta the following documents, access, facilities, services and site information: a) Access to files and documents, which are a product ofthe system to be replaced or generated by the Program(s). b) Information relative to Customer's hardware and software on which the Program must run or with which the Program must interact. c) Access to Customer's computer facilities, related software, work areas and equipment at times and on days approved by Customer. Customer agrees to enable Cayenta remote access to Customer's system for the purposes of problem diagnosis and file transfer. d) Personnel, facilities, equipment and time for training, installation and other services to be performed by Cayenta. e) Ongoing access to the system via high-speed modem (56 KBPS or faster) to a PC running 32 bit version of PC Anywhere or via an Internet connection acceptable to Cayenta. f) A representative with authority to approve the plans and deliverables described in the Statement of Work. 8. GENERAL PROVISIONS: 8.1. Assignment: Neither party hereto shall be entitled to assign that party's rights and obligations under this Agreement without the express written agreement of the other party, such agreement not to be unreasonably withheld. 8.2 Severability: Any provision of this Agreement which is prohibited by law or is unenforceable will be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 8.3 Enurement: This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns. 8.4 Modification: This Agreement may not be modified except in writing by an authorized signatory of each party. 8.5 Non-Solicitation: The parties agree that during the term of this Agreement, and for a period of two (2) years thereafter, they will not, without the express prior written consent, directly or indirectly, solicit any person for employment, who is currently employed by the other party. In addition, any person who has been previously employed by either party, shall be prohibited from servicing or providing consultation within the scope of work contemplated by this Agreement for a minimum of two (2) year after their current employment. 8.6 Marketing: Customer agrees that Cayenta may publicly refer to Customer orally and in writing as a client of Cayenta. Any other reference to Customer by Cayenta requires the written consent of Customer. 8.7 Notification: All notices under this Agreement shall be in writing and delivered by overnight delivery service or certified mail, return receipt requested, to the address specified above. Either party may change its address by providing notice in accordance with this Section. 8.8 Governing Law: The Agreement shall be governed by and construed in accordance with the laws of the state of Florida. This Agreement shall attorn to the jurisdiction of a competent court within a mutually agreed upon county in the state of Florida. Page 2 }- IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be duly executed as ofllr--e,,1-6 T"'f,2001. Cayenta Canada Inc./::"~<"'? / '/./~ By: /"C:;'<'/h// ..,..,..-r ~' Jf""~ ' _ Name Printed /Z1 /C46':>.I r:""C!4(, ~ Title: C~(? .-?(~J' t.~ I vF7c;..0"7""Y~'- ./ CIT~~WA TER, FLORIDA By: ...~_-:R. ~4 William B. Horne, II City Manager Countersigned: Approved as to form: Attest: ~ C LL~._ .. ~ J C.Hayman r-~ ssistant City Attorney - g. Page 3 f- Ci}Yt'Jk Cayenta Canada Inc. UtilityManager Version 7 Upgrade City of Clearwater Appendix A - Statement of Work The objective of this project will be to provide services to assist the City of Clearwater (the City) to upgrade from their VMS 6.20 system to Cayenta's UtilityManager Version 7 and to complete the implementation of Electronic (Web) Bill Presentment at the City. Cayenta proposes to begin this work in July 2001 for a target cut-over date of September 2001. Summary Cayenta will provide database consulting services, training services, and cut-over support services to assist the City in upgrading from VMS 6.20 to UtilityManager Version 7. Services to be provided within this proposal include: Perform Database Audit of current production and test environments Develop Upgrade Training Plan and Train City In-House Trainers Support In-House Trainers during initial Training Roll-out Provide On-Site Support during Cut-Over Period Conduct Application Audit after Cut-Over Complete the Implementation of Electronic Bill Presentment Once on the UtilityManager Version 7 platform, the City may also want to take advantage of some of the new functionality that this platform enables including data archive and purge, web bill payment, executive dashboard, or computer-telephony integration. The implementation of these features is not included in the scope of this proposal. Cayenta will be happy to provide proposals for any of these projects upon request. Cayenta and the City's respective involvement and responsibilities related to the project are defined in this proposal and in the Constraints and Assumptions sections set out below each phase. The work and fees as detailed in this proposal will not be exceeded without prior approval of a mutually agreed upon change in the scope of work. Company Proprieiary & Confidential Page 1 ~ City of Clearwater/Cayenta Canada Inc. Statement of Work Phase 1. Database Audit PuRPOSE The purpose of the Database Audit Phase is to review the Oracle Database configuration for the Clearwater test and production environment and to provide a recommendations report describing suggested configuration changes and anticipated benefits of implementing the changes. The audit will be conducted from Cayenta's Burnaby office by dialing in to the Clearwater system. DELIVERABLES . Conduct Database Audit . Deliver Recommendations Report CONSTRAINTS AND ASSUMPTIONS 1. Customer will provide high-speed access to the test and production system, tested and approved by Cayenta, prior to the Database Audit. Page 2 Company Proprietary & Confidential City of Clearwater/Cayenta Canada Inc. Statement of Work Phase 2. Training Phase PuRPOSE The purpose of the Training Phase is to deliver a Utility Manager Version 7 training program for City employees and to train the City in-house trainers to deliver the training to City staff. The Cayenta Trainer will work with the City in-house trainers to develop hands-on training programs that will meet the needs of the of the following groups: . City staff who are experienced VMS 6.20 users but who are new to UtilityManager Version 7. · City staff who have some experience with VMS 6.20, but who need upgrade training to be more effective in their roles. Cayenta will provide a "Train the Trainer" session to prepare City in-house trainers to effectively deliver training sessions. The City in-house trainers will develop a list of tasks for which each group of staff requires training. The City in-house trainers will deliver the training to the City staff. The Cayenta trainer will provide support for the City in-house trainers while they deliver their first training class. DELIVERABLES Cayenta will provide the following deliverables as part of the Training Phase: . Training plan . UtilityManager Version 7 training materials (generic) and End User Guide (generic) · In-house trainers ready to perform training Note: Cayenta will deliver the generic Utility Manager Version 7 training material and End User Guide. Any City-specific customizations to this material will be the responsibility of the City trainers. CONSTRAINTS AND ASSUMPTIONS 1. Customer provides the training facility for both Cayenta and the Customer delivered training. Cayenta assists Customer to resolve issues and problems encountered in the set up and testing of the application. 2. Direct Ethernet connections from Cayenta laptops to the Customer network and TCP/IP access for Email and file transfer are required for all Cayenta Staff on-site. 3. Cayenta requires that the Customer provide qualified resources that shall be responsible for meeting the mutually agreed upon project schedule and milestones. Page 3 Jw City of Clearwater/Cayenta Canada Inc. Statement of Work Phase 3. Cut-Over Support Phase PuRPOSE The purpose of the Cut-over Support Phase is to provide support during the cut-over weekend and to provide a one-week time period after cut-over during which the City will have on-site support from the Cayenta Application Consultant. Cayenta will provide extra training and coaching support as required during this phase. In addition, technical support, and development services support will be provided as required from the Vancouver office during the cut-over weekend. DELIVERABLES Cayenta will provide the following deliverables as part of the Transition Phase: . Application Coaching and Training Support · Technical Support . Development Services Support CONSTRAINTS AND ASSUMPTIONS 1. Cayenta requires that the Customer provide qualified resources that shall be responsible for meeting the mutually agreed upon project schedule and milestones. 2. Direct Ethernet connections from Cayenta laptops to the Customer network and TCP/IP access for Email and file transfer are required for all Cayenta Staff on-site. At least three Citrix connections must be available for Cayenta development and support staff to access the Customer network. Page 4 Company Proprielary & Confidential .~ City of Clearwater/Cayenta Canada Inc. Statement of Work Phase 4. Application Audit PuRPOSE After the completion of the UtilityManager Version 7 Upgrade Project, a Senior Cayenta Application Consultant will work with the City to perform an Application Audit. The purpose of the Application Audit is to review the City's existing business processes and UtilityManager set-up and to discuss new UtilityManager functionality that the city has not yet implemented. An Application Audit Report will be produced to document recommendations for changes to set-up, suggested changes to business processes, and benefits associated with the implementation of new functionality. DELIVERABLES Cayenta will provide the following deliverables as part of the Oracle 8 Implementation · Conduct Application Audit Workshop · Deliver Application Audit Report CONSTRAINTS AND ASSUMPTIONS 1. Customer provides the facility for the workshop sessions. Cayenta assists Customer to resolve issues and problems encountered in the set up and testing of the application. 2. Direct Ethernet connections from Cayenta laptops to the Customer network and TCP/IP access for Email and file transfer are required for all Cayenta Staff on-site. 3. Cayenta requires that the Customer provide qualified resources that shall be responsible for meeting the mutually agreed upon project schedule and milestones. 4. Cayenta Application Consultant will not be required to implement or test set-up changes during this audit. Page 5 tv City of Clearwater/Cayenta Canada Inc. Statement of Work Phase 5. Complete the Implementation of Electronic Bill Presentment Functionality PuRPOSE After the completion of the UtilityManager Version 7 Upgrade Project, Cayenta Application Consultants and Developers will work with the City to complete the implementation of the Electronic Bill Presentment functionality. Working with the City IT group, Systems Analyst, DBA and Business Analysts, the Cayenta Application Consultant will develop a project plan documenting the tasks required to take the Electronic Bill Presentment functionality from the current prototype stage to live production. The plan will include the implementation of Cayenta's eBill table. Based on the experience gained in delivering the Electronic Bill Presentment functionality at the City, Cayenta has developed the eBill table as it's standard platform for Electronic Bill Presentment. By taking this opportunity to move to the eBill table implementation, the City will benefit from future enhancements and improved support for this standard functionality. The implementation of the eBill table will require some modifications to the City of Clearwater bill that was developed in-house by the City staff. Cayenta Development Services team will review the City bill and will document changes that will be required to run the bill against the eBill table. The in-house City staff will be responsible for making the changes to the bill report. Cayenta Technical Support staff will provide technical assistance to the City in implementing the Electronic Bill Presentment functionality in production. A Cayenta Application Consultant will provide support to the City testing team to ensure that the functionality is thoroughly tested before roll-out to customers. DELIVERABLES Cayenta will provide the following deliverables as part of the Electronic Bill Presentment Implementation: . Project plan for completing the implementation of the Electronic Bill Presentment functionality . Delivery of eBill Table . Review of City of Clearwater bill and list of modifications required to run bill off of eBill table. . Technical Support for web roll-out . Application Consulting support during testing period CONSTRAINTS AND ASSUMPTIONS 1. Customer provides the facility for the workshop sessions. Cayenta assists Customer to resolve issues and problems encountered in the set up and testing of the application. 2. Direct Ethernet connections from Cayenta laptops to the Customer network and TCP/IP access for Email and file transfer are required for all Cayenta Staff on-site. 3. Cayenta requires that the Customer provide qualified resources that shall be responsible for meeting the mutually agreed upon project schedule and milestones. 4. Customer will provide high-speed access to the test and production system, tested and approved by Cayenta, prior to the Electronic Bill Presentment phase. Page 6 Company Proprietary & Confidential Iv