Resolution No. 88641
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RESOLUTION NO. 8864
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A SOFTWARE LICENSE AND•IMPLEMENTATION AGREEMENT BY
AND BETWEEN THE CITY OF VERNON AND ADVANCED
UTILITY SYSTEMS CORPORATION FOR UTILITY BILLING
AND CUSTOMER SERVICE PROGRAM
WHEREAS, the City of Vernon desires to replace an existing
obsolete Municipal Utility Information System that operates on an
HP3000 platform that is unsupportable after 2006 (hereinafter referred
to as the "Utility Billing System "); and
WHEREAS, the Director of Finance has requested that the. City
purchase CIS Infinity Software together with all the necessary
components, licenses, support, conversion, installation,
configuration, training, testing, and other implementation services
for a Utility Billing System from Advance Utility Systems Corporation
( "Advanced ") because he believes Advanced to be the only vendor that
can provide the necessary Utility Billing System meeting the City's
specifications and requirements; and
WHEREAS, the replacement of the Utility Billing System would
improve the effectiveness of the City's operation and enhance the
services provided to citizens, residents and businesses within the.
Vernon community; and
WHEREAS, on October 11, 2005, the Finance Committee of the
City of Vernon recommended that an agreement with Advanced by approved
and executed
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
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necessity to enter into a contract with Advanced for the purchase of
the Utility Billing System and related services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Software License and Implementation Agreement with
Advanced, a copy of which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreement for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement together with the payment of $16,250.00 to:
Advanced Utility Systems Corporation
Attn. Patricia Sorbara
2235 Sheppard Avenue East, Suite 1400
Toronto, Ontario M2J 5B5
SECTION 5: The Acting City Clerk of the City of Vernon
shall certify to the passage of this Resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 12th day of October, 2005.
ATTEST:
BRUCE '"V MALKENHORST, JR., Acting City Clerk
- 2 -
LEONIS C. BURG Mayor
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8864, was duly adopted by the City Council of the City
of Vernon at an adjourned regular meeting of the City Council duly
held on Wednesday, October 12, 2005, and ther - -fter was duly signed by
the Mayor of the City of Vernon.
(SEAL)
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V. MALKENHORST, JR.
ing City Clerk
EXHIBIT
A
Software Licence and
Implementation Agreement
Schedule A
Detailed Description of Software
Schedule B
Project Scope of Work
Support Agreement
Schedule D
Fee Structure and
Payment Schedule
SOFTWARE LICENCE AND IMPLEMENTATION AGREEMENT
BETWEEN
ADVANCED UTILITY SYSTEMS CORPORATION
-and —
THE CITY OF VERNON
Advanced Utility Systems Corporation
2235 Sheppard Avenue E., Suite 1400
Toronto, Ontario
M2J 5B5
TABLE OF CONTENTS
Page No.
1RRTICLE I INTERPRETATION 1
1.1 Definitions 1
1.2 Time of the Essence 3
1.3 Currency 3
1.4 Headings 3
1.5 Plurals and Gender 3
1.6 Schedules 3
ARTICLE II SOFTWARE LICENCES 4
2.1 Grant of Licenses 4
2.2 Term of Licenses 4
2.3 Restrictions on Use 4
2.4 Derivation, Modification and Copyright 4
2.5 Acceptance of Software 4
2.6 Ownership of Software and Confidential Information 5
2.7 Escrow 5
2.8 Ownership and Disposition of Documents 7
ARTICLE III CONSULTING SERVICES 7
3.1 The Consultant's Services 7
3.2 Performance by Consultant 8
3.3 Performance by Organization 8
3.4 Support Agreement 9
3.5 Stages of Services 9
ARTICLE IV REPRESENTATIONS AND WARRANTIES 9
4.1 Warranty of Performance 9
4.2 Intellectual Property Rights 10
4.3 Corrections 10
4.4 No Other Warranties 10
ARTICLE V FEES AND PAYMENTS 11
5.1 Fees and Payments 11
5.2 Change Orders 12
ARTICLE VI REMEDIES AND LIABILITY 12
6.1 Remedies and Liability 12
6.2 Intent 14
6.3 Remedies 14
ARTICLE VII INDEMNITY 14
7.1 Indemnity 14
7.2 Insurance 14
ARTICLE VIII GENERAL 16
8.1 Force Majeure 16
8.2 Confidentiality 16
8.3 Termination 17
8.4 Procedure on Termination 17
(i)
Page No.
8.5 Arbitration 18
8.6 Accounts and Records 18
8.7 Addresses for Notice 18
8.8 Assignment 19
8.9 Reorganizations 20
8.10 Binding Agreement and Enurement 20
8.11 Entire Agreement 20
8.12 Governing Law 20
8.13 Invalidity 20
8.14 Waiver 21
8.15 Counterparts 21
8.16 Further Assurances 22
Schedule "A"
Schedule "B" -
Schedule "C" -
Schedule "D" -
Detailed Description of Software
Project Scope of Work
Support Agreement
Fee Structure and Payment Schedule
SOFTWARE LICENCE AND IMPLEMENTATION AGREEMENT
BETWEEN:
THIS AGREEMENT made as of the day of , 2005.
ADVANCED UTILITY SYSTEMS CORPORATION
( "Consultant ")
- an d
THE CITY OF VERNON
( "Organization ")
RECITALS
1 The Consultant owns the Software (as defined below);
2. The Organization wishes to (a) acquire a license to utilize the Software, and (b) retain the
Consultant to perform the Services (as defined below); and
3. The Consultant wishes to (a) grant the Organization a license to utilize the Software, and
(b) provide the Services to the Organization, all upon the terms and conditions set out in
this Agreement.
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
1.1 Definitions
Throughout this Agreement, except as otherwise expressly provided, the
following words and expressions shall have the following meanings:
(a) "Agreement ", "this Agreement ", "the Agreement ", "hereof', 'herein ",
"hereto ", "hereby ", "hereunder" and similar expressions mean this Software
Licence and Implementation Agreement, including all of its Schedules and all
instruments supplementing, amending or confirming this Agreement. All
references to "Articles" or "Sections" mean and refer to the specified Article or
Section of this Agreement.
1
(b) "Change Order" means any written documentation between the Organization
and Consultant evidencing their agreement to change particular aspects of the
Project Scope of Work.
(c) "Completion of Services" means that all conversion, installation, configuration,
training, testing and other implementation procedures as described in the
implementation process checklist and timetable attached hereto as Schedule "B"
have been successfully completed and the Software is fully operational and
performing in conformity with the specifications set out herein. For purposes of
this Agreement, Completion of Services will be deemed to have occurred on the
date which the Organization commences using the Software as its predominate
billing system.
(d) "Designated Staff Members" means those staff members of the Organization
designated by the Organization in Schedule "B" as "Designated Staff Members"
for the purposes of this Agreement.
(e) "Project Manager" has the meaning set out in Section 3.3(c) hereof.
(f) "Project Scope of Work" means the scope of work appended hereto as Schedule
"B" delineating, among other things, the Services that will be provided by
Consultant to Customer pursuant to this Agreement, as such schedule may be
amended or modified by mutual specific written agreement of the parties'
respective representatives from time to time in accordance with the terms of this
Agreement.
"Required Programs" has the meaning set out in Section 3.3(b) hereof.
"Services" has the meaning set out in Section 3.1 hereof.
"Server Licence" means the non - exclusive license granted to the Organization
pursuant to Section 2.1(a) hereof, to configure and install the Software on the
Organization's server computers to enable Users to access and use the Software
pursuant to User Licences.
(j) "Software" means the utility billing and customer service computer software
programs owned and developed by the Consultant, in machine readable, object
code form, collectively called CIS Infinity, together with the media and other
related materials, all as more particularly described in Schedule "A" attached
hereto.
(k) "Support Agreement" has the meaning set out in Section 3.4 hereof.
(1) "User" means each individual granted access to the Software pursuant to a User
License.
(m) "User Licence" means each license granted pursuant to Section 2.1(b) of this
Agreement, to allow an individual to access the Software within the
Organization's computer network.
(n) "Warranty Period" means a period of three months from the date of Completion
of Services, during which time the Consultant shall correct any errors or
malfunctions reported to the Consultant by the Organization in accordance with
Section 4.3 of this Agreement.
1.2 Time of the Essence
Time shall be of the essence in and of this Agreement and every part hereof. Any
extension, waiver or variation of any provision of this Agreement shall not be deemed to affect
this provision and there shall be no implied waiver of this provision.
1.3 Currency
Unless otherwise specified, all references to amounts of money in this Agreement
refer to U.S. currency.
1.4 Headings
The descriptive headings preceding Articles and Sections of this Agreement are
inserted solely for convenience of reference and are not intended as complete or accurate
descriptions of the content of such Articles or Sections. The division of this Agreement into
Articles and Sections shall not affect the interpretation of this Agreement.
1.5 Plurals and Gender
The use of words in the singular or plural, or referring to a particular gender, shall
not limit the scope or exclude the application of any provision of this Agreement to such persons
or circumstances as the context otherwise permits.
1.6 Schedules
The Schedules described below and appended to this Agreement shall be deemed
to be integral parts of this Agreement.
Schedule "A" -
Schedule `B" -
Schedule "C" -
Schedule "D" -
Detailed Description of Software
Project Scope of Work
Support Agreement
Fee Structure and Payment Schedule
ARTICLE 11
SOFTWARE LICENCES
2.1 Grant of Licenses
Subject to the terms and conditions of this Agreement, the Consultant hereby
grants to the Organization:
(a) a non- exclusive Server Licence; and
(b)
5 non - exclusive User Licenses to allow no more than 5 concurrent Users in the
Organization to utilize the Software within the Organization's computer network.
2.2 Term of Licenses
The licenses granted herein commence on the date of this Agreement and are of
indefinite duration unless terminated pursuant to the terms hereof.
2.3 Restrictions on Use
The licenses granted hereunder are restricted to use by the Organization to
perform the basic functions of billing and customer service organization, which functions are
more particularly set out in the chart constituting part of Schedule "A ".
2.4 Derivation, Modification and Copyright
The Organization agrees that it will not attempt to derive, or permit or help others
to derive the source code relating to the Software or attempt to otherwise convert
or alter the Software into human readable code. The Organization further agrees
that it will not attempt to duplicate, or permit or help others to duplicate, the
source code relating to the Software.
(b) The Organization agrees that it will not copy or otherwise reproduce the Software
and that any additional copies as are reasonably necessary for the use of the
Software shall be provided to the Organization through the issuance of additional
User Licenses at the Consultant's then current charges, except that any additional
User Licenses required by the Organization within 90 days of signing this
Agreement shall be issued to the Organization in exchange for the User License
fee specified in Schedule "D" to this Agreement.
(a)
2.5 Acceptance of Software
The Organization shall promptly test the Software upon delivery and shall accept
such Software if it conforms to the specifications set forth in the description of the Software set
out in Schedule "A" attached. The Organization shall be deemed to have accepted such Software
if the Organization does not give a written statement of errors or malfunctions to the Consultant
within the Warranty Period.
2.6 Ownership of Software and Confidential Information
(a) The Organization acknowledges that the Software contains proprietary and
confidential information of the Consultant which shall, at all times, remain the
property of the Consultant. Through the grant of licenses pursuant to Section 2.1,
the Organization is only entitled to use of the Software in accordance with the
terms of this Agreement.
The Organization will ensure that the Universal Copyright Convention symbol
and other copyright and proprietary notices of the Consultant will remain on the
Software in machine - readable form. The Organization will take the same care to
safeguard the Software as it takes to safeguard its own confidential information
and such care shall not be any less than would be taken by a reasonable person to
safeguard its own confidential information.
(c) No third party, other than duly authorized agents or employees of the Organization
authorized pursuant to the User Licenses issued hereunder, shall have access to or
use of the Software.
2.7
(b)
(d) In order to assist the Consultant with the protection of its proprietary rights with
respect to the Software and to enable the Consultant to ensure that the
Organization is complying with its obligations with respect to the proprietary
nature and confidentiality of the Software, the Organization shall permit the
Consultant to visit during normal business hours any premises at which the
Software is used and shall provide the Consultant with access to such Software.
Escrow
(a) The Consultant shall keep a copy of the source code for the Software (the
"Source ") with a third -party escrow service provider selected by the Consultant
from time to time (the "Escrow Agent "). As of the date of this Agreement, the
Escrow Agent is Lincoln -Parry and Associates.
(b) The Consultant hereby grants the Organization a contingent licence, subject to the
conditions of Sections 2.7(c) and 2.7(d) herein, to use the copy of the Source
maintained by the Escrow Agent for support purposes only.
(c) The contingent licence referred to in Section 2.7(b) shall only be available to the
Organization to the extent that the Organization has a Support Agreement in effect
with the Consultant immediately prior to the occurrence of any event specified in
Section 2.7(d). If no such Support Agreement is in effect, the Organization may
retain the licences granted to it pursuant to Section 2.1, but will relinquish its
rights to receive any updates or modification of the Software or continuing
support from the Consultant. Furthermore, the Organization will relinquish its
rights to access the Source upon the occurrence of any of the events specified in
Section 2.7(d). To the extent that the Organization terminates its Support
Agreement, the provisions in this Agreement respecting the use of the Software
and the terms of the licences granted hereby, will continue to apply following any
such termination.
(d) The contingent licence granted pursuant to Section 2.7(b) shall, to the extent it
remains available to the Organization, become exercisable if and when any of the
following events occur:
(i) the Consultant ceases to do business for any reason whatsoever;
(ii) the Consultant fails or refuses to perform its obligations under this
Agreement or provide the Organization with support for the Software
pursuant to the Support Agreement (except as a result of a failure by the
Organization to comply with its obligations under this Agreement or the
Support Agreement), the Organization has issued written notice to the
Consultant in respect of such failure or refusal pursuant to Section 8.3(a),
and the Consultant has not cured the failure or refusal indicated in such
written notice or issued a written notice of its own to the Organization
disputing the default alleged by the Organization;
the Consultant commits any act of bankruptcy within the meaning of the
Bankruptcy Act, and fails to cure such act within 30 days of the
commission of such act; and
(iv) the Consultant institutes or has instituted against it bankruptcy,
receivership, insolvency, reorganization, dissolution, liquidation or other
similar proceedings under any federal or provincial laws and, in the case of
any proceedings instituted against the Consultant, it fails to stay such
proceedings or vacate or dismiss any order resulting therefrom within 60
days of the initiation of such proceedings or the issuance of such order, as
the case may be.
(e) On the occurrence and during the continuance of any of the conditions listed in
Section 2.7(d) , and at the Organization's request, validation of Source shall be
performed as follows:
(iii)
(i)
the Consultant or a duly qualified computer programmer selected by the
Organization (the "Programmer ") shall retrieve the Source from the
Escrow Agent and shall perform the necessary Source verification and
testing procedures at the premises of the Organization on the
Organization's computer systems;
(ii) the Programmer shall proceed to carry out the steps necessary to correct
any deficiencies in the existing Software utilizing the Source; and
(iii) following the completion of said verification and correction procedures,
the Consultant or Programmer shall return the Source to the Escrow
Agent.
(f) The provisions of this Section 2.7, and the requirement of the Escrow Agent to
perform its duties in accordance with this Section 2.7, shall be subject to:
(i)
the Organization executing any standard form documentation containing
reasonable terms required by the Escrow Agent in connection with the
performance of its duties and obligations hereunder; and
(ii) to the extent escrow fees are charged by the Escrow Agent to the
Consultant on a per licensee basis or are otherwise charged in such a
manner so as to be reasonably allocable to the Organization, the payment
by the Organization of such fees specified by the Escrow Agent from time
to time, as more particularly set out in Section 5.1(c) of this Agreement (it
being acknowledged by the Consultant that, as of the date hereof, no fees
are charged in such a manner by the Escrow Agent).
2.8 Ownership and Disposition of Documents
The Organization shall be the exclusive owner of all materials and documents
which were developed or prepared by the Consultant specifically for the Organization. pursuant to
this Agreement. All materials and documents which were developed or prepared by the
Consultant for general use and which are not the copyright of any other party or publicly
available, including educational materials, the Software and any other computer applications,
shall continue to be the property of the Consultant.
ARTICLE III
CONSULTING SERVICES
3.1 The Consultant's Services
Prior to the Completion of Services, the Consultant agrees, subject to the terms
and conditions of this Agreement, to perform the following services (the "Services ") for the
Organization:
(a) Oversee and implement the conversion from the Organization's existing utility
billing and customer service system to CIS Infinity substantially in accordance
with the implementation process and timetable attached hereto as Schedule `B ".
(b) Install the Software, perform necessary set up and configuration operations,
perform initial testing and parallel testing as described in Schedule "B" attached
hereto.
(c) Provide the training outlined on Schedule "B" attached hereto to Designated Staff
Members of the Organization.
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3.2 Performance by Consultant
(a) Manner of Performance -- The Consultant shall perform the Services in an
efficient, competent and timely manner and exercise reasonable care, skill and
diligence in the performance thereof.
(b) Consultant's Discretion -- The Consultant shall determine in its sole discretion the
manner and means by which the Services shall be performed.
(c) Conduct on Organization's Premises -- The Services shall be performed with the
Organization's full co- operation, on the premises of the Organization or, if agreed
to by both parties, at an alternative location. The Consultant agrees, while
working on the Organization's premises, to observe the Organization's rules and
policies relating to the security thereof, access to or use of all or part of the
Organization's premises and any of the Organization's property, including
proprietary or confidential information.
(d) Inquiries by Organization -- The Consultant shall respond expeditiously to any
inquiries pertaining to this Agreement from the Organization.
3.3 Performance by Organization
(a) Co- operation 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 Designated Staff Members and
agrees to act reasonably and co- operate fully with the Consultant to achieve the
Completion of Services.
(b) Required Programs. The Organization acknowledges that the use of the Software
requires that the Organization obtain and install additional required software
programs (the "Required Programs "), as detailed in the attached Schedule "A ",
and the Organization agrees that the acquisition of the Required Programs shall be
at its sole cost and that the cost thereof is not included in the fees herein. The
Organization further acknowledges that the operation of the Software requires the
Organization's hardware to be of sufficient quality, condition and repair, and the
Organization agrees to maintain its hardware in the appropriate quality, condition
and repair at its sole cost and expense, in order to facilitate the achievement of
Completion of Services.
Project Manager -- The Organization shall appoint a project manager (the "Project
Manager ") who shall work closely with the Consultant to facilitate the successful
completion of the implementation process and who shall be responsible for
supervising the Designated Staff Members of the Organization and their co-
operation with and participation in such process.
(c)
3.4 Support Agreement
Concurrently with the execution and delivery of this Agreement, the Consultant
and the Organization have entered into a support agreement (the "Support Agreement ") in the
form of and on the terms set out in the attached Schedule "C" which shall apply in respect of the
ongoing services and support to be provided by the Consultant to the Organization following the
expiry of the Warranty Period. Notwithstanding the ongoing application of the Support
Agreement, the terms and conditions of this Agreement, insofar as they relate to the Software and
the Documentation and the rights and obligations of the parties with respect thereto, shall
continue to apply and the Support Agreement is not intended to, nor will it, apply to the
exclusion of this Agreement.
3.5 Stages of Services
For descriptive purposes, this provision is intended to set out the three stages pertaining to the
Services and the ongoing support and maintenance of the Software. They are as follows:
(a) Start to Completion of Services during this stage, all Services will be performed
and the Software will be tested to the reasonable satisfaction of the Organization,
until the Organization is prepared to commit to the Software as its predominant
billing system.
(b) Warranty Period - recognizing that the Software will require additional
management and adjustment once it is used as the Organization's predominant
billing system, the Warranty Period is the time period during which the Consultant
will initially remedy program defects, errors and malfunctions, with a view toward
"fine tuning" the Software and tailoring it to the Organization's particular needs.
(c) Support Phase — following expiry of the Warranty Period, for so long as a Support
Agreement is in effect, the Consultant shall be required to correct any
programming defects, errors and malfunctions, and provide the Organization with
any updates of, or modifications to, the Software.
For greater certainty, during each of the above phases (subject only to the
requirement that an effective Support Agreement is in place during the Support Phase), the
Consultant will be required to correct any programming defects, errors and malfunctions which
may occur in respect of the Software.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Warranty of Performance
The Consultant warrants to the Organization that the Software will perform for the
Warranty Period, if the Software is properly used in accordance with the Consultant's
instructions. This warranty is void if the Organization or any other third party changes or
modifies the Software. Examples of such changes or modifications include, but are not limited
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to, data modifications from third party software, the de- compiling and modifying of the source
code, and tampering with the base set -up of the system.
4.2 Intellectual Property Rights
(a)
(b)
The Consultant warrants:
that it has the full right, authority and power to enter into this Agreement and to
grant to the Organization the licenses and rights conveyed by this Agreement; and
that the Software is an original work of authorship and does not infringe the
intellectual property rights of others.
4.3 Corrections
The Consultant covenants that it will make corrections of program malfunctions
which are reported in writing to the Consultant during the Warranty Period and which are
necessary for the Software to conform to the description provided in Schedule "A ". The
Organization agrees to allow the Consultant the opportunity to make repeated efforts within a
reasonable time to correct programming errors or malfunctions as warranted in this Agreement.
4.4 No Other Warranties
The express warranties contained above are in lieu of all other representations,
warranties and conditions, express or implied, whether arising by statute or otherwise in law or
from a course of dealing, or usage of trade. Without limiting the generality of the foregoing, the
Consultant does not represent or warrant and the Organization acknowledges that there are no
further representations or warranties:
(a) that the functions contained in the Software will operate in the combinations
which may be selected for use by the Organization or will meet the Organization's
requirements and satisfy its intended results; or
(b) that the operation of the Software will be error free or that:
(i)
any programming errors will be corrected after the Warranty Period, or
(ii) any updates of, or modifications to, the Software will be made available to
the Organization after the Warranty Period,
in each case unless there is an effective Support Agreement in place after the
Warranty Period in respect of the period of time during which any such programming errors
require correction, or any updates of, or modifications to, the Software, are developed by the
Consultant and made available to the other licensees of the Software.
ARTICLE V
FEES AND PAYMENTS
5.1. Fees and Payments
(a) The Organization agrees to pay the Consultant total licence fees of $65,000,
consisting of fees for both the Server License and the User Licenses. In addition,
the Organization agrees to pay Consultant an hourly rate of $130.00 per hour as
compensation for providing the Services to the Organization. The fee structure
and payment schedule is outlined in the attached Schedule "D ".
(b) The Organization shall reimburse the Consultant for its direct expenses, including,
but not limited to:
courier services;
photocopying, faxing and reproduction;
all reasonable travel costs including a travel time rate of $50.00 per hour,
meal expenses of not more than $50.00 per diem (receipts provided) and a
mileage charge of $.29 per km;
long distance telephone calls; and
all other reasonable expenses incurred in the performance of the
Consultant's duties.
(c) In addition to all other amounts payable under this Agreement, to the extent
escrow fees are charged by the Escrow Agent to the Consultant on a per licensee
basis or are otherwise charged in such a manner so as to be reasonably allocable to
the Organization, the Organization shall pay such fees charged by the Escrow
Agent for performing its obligations under Section 2.7. The Consultant shall use
its commercially reasonable efforts to negotiate the best possible fee structure
with the Escrow Agent. The Escrow Agent may charge a one -time annual fee or a
fee based on the number of beneficiaries entitled to access the Source. In either
case, the Consultant shall be entitled to pass on to the Organization any fees
relating to the Escrow Agent reasonably attributable to the Organization, provided
that the Organization remains entitled to access the Source pursuant to Section
2.7(c). Upon receiving any invoice from the Escrow Agent that requires payment
by the Organization, the Consultant shall submit the relevant invoice to the
Organization, together with background documentation confirming the amount
attributable to the Organization and evidence that the Consultant has paid the fees
that are subject to such invoice. Within 30 days following receipt of such invoice,
the Organization shall reimburse the Consultant for the amounts attributable to the
Organization, as more particularly set out in the documentation submitted by the
Consultant. The Consultant reserves the right to change the Escrow Agent from
time to time in order to obtain the most appropriate package of fees and services,
as determined by the Consultant, in its sole discretion. In the event that the
Escrow Agent is replaced, prompt written notice of such replacement shall be
provided to the Organization and the Organization shall execute any
documentation reasonably required by the Escrow Agent in order to give effect to
the provisions of this Agreement.
(d) Any amount not paid by the Organization to the Consultant when due shall bear
interest at 2% above the prime rate of interest as set by the Consultant's bank from
time to time calculated monthly, not in advance.
(e) The fees herein do not include sales, uses, excise, personal property or other taxes
or custom charges or duties or other duties of any locality or jurisdiction and any
such taxes or duties, including the Goods and Services Tax and Provincial Sales
Tax, shall be the responsibility of and be paid by the Organization.
5.2 Change Orders
With respect to proposed changes to the Scope of Work 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 the Consultant 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 the Scope of
Work to cover the additional work effort required of it. Approval of any such proposed changes
to the Scope of Work will not be unreasonably withheld (it being acknowledged that any such
material changes to the Scope of Work may require modifications to the consideration paid, and
timelines governing, the Services), and any disputes regarding changes to the Scope of Work
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.
ARTICLE VI
REMEDIES AND LIABILITY
6.1 Remedies and Liability
(a) Termination of this Agreement shall not affect any right of action of either party
arising from anything which was done or not done, as the case may be, prior to the
termination taking effect.
(b) The Organization and the Consultant recognize that circumstances may arise
entitling the Organization to damages for breach or other fault on the part of the
Consultant arising from this Agreement. The parties agree that in all such
-12-
circumstances the Organization's remedies and the Consultant's liabilities will be
limited as set forth below and that these provisions will survive notwithstanding
the termination or other discharge of the obligations of the parties under this
Agreement.
(i) FOR BREACH OR DEFAULT BY THE CONSULTANT OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT,
INCLUDING A BREACH OF DEFAULT ENTITLING THE
ORGANIZATION TO RESCIND OR BE DISCHARGED FROM THE
PROVISIONS OF THIS AGREEMENT AND WHETHER IN THE
NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL
BREACH, THE ORGANIZATION'S EXCLUSIVE REMEDY, IN
ADDITION TO ELECTING IF SO ENTITLED TO RESCIND OR BE
DISCHARGED FROM THE PROVISIONS OF THIS AGREEMENT,
SHALL BE PAYMENT BY THE CONSULTANT OF THE
ORGANIZATION'S DIRECT DAMAGES TO A MAXIMUM
AMOUNT EQUAL TO, AND THE CONSULTANT SHALL IN NO
EVENT BE LIABLE IN EXCESS OF, THE LESSER OF (X) THE FEES
PAYABLE TO THE CONSULTANT PROVIDED FOR HEREIN, AND
(Y) THE AMOUNT ACTUALLY PAID BY THE ORGANIZATION
UNDER THIS AGREEMENT UP TO AND INCLUDING THE DATE
OF TERMINATION, PROVIDED THAT IF THIS AGREEMENT IS
TERMINATED FOLLOWING EXPIRY OF THE WARRANTY
PERIOD DAMAGES SHALL BE LIMITED TO (1) THE FEES
ACTUALLY PAID BY CUSTOMER UNDER ANY CHANGE ORDERS
AGREED BY THE PARTIES UNDER THIS AGREEMENT IN
RESPECT OF WHICH THE SERVICES OR OTHER DELIVERABLES
CONTEMPLATED BY SUCH CHANGE ORDERS HAVE NOT BEEN
COMPLETED OR DELIVERED IN CONFORMITY WITH THE
REQUIREMENTS OR STANDARDS SPECIFIED IN SUCH CHANGE
ORDERS, AND (2) TO THE EXTENT A SUPPORT AGREEMENT IS
THEN IN EFFECT AND IS TERMINATED, ANY AMOUNTS WHICH
MAY BE CLAIMED BY CUSTOMER UNDER THE SUPPORT
AGREEMENT.
(ii) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL
THE CONSULTANT BE LIABLE FOR, ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMANGES EVEN IF THE CONSULTANT HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT
LIMITING THE GENERERALITY OF THE FOREGOING, THE
CONSULTANT SHALL NOT BE LIABLE FOR LOST PROFITS, LOST
BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED
SAVINGS, OTHER COMMERICAL OR ECONOMIC LOSS OF ANY
KIND OR FOR ANY CLAIM WHATSOEVER AGAINST THE
ORGANIZATION BY ANY OTHER PARTY.
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(iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM,
DEMAND OR ACTION BY THE ORGANIZATION IRRESPECTIVE
OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING
SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT
LIMITED TO, BREACH OF CONTRACT OR TORT.
6.2 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.
6.3 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
the Consultant arising out of or in connection with this Agreement, notwithstanding any remedy
otherwise available at law or in equity.
ARTICLE VII
INDEMNITY
7.1 Indemnity
The Organization shall indemnify and save harmless the Consultant, its successors
and assigns together with its officers, directors, employees, agents and those for whom it is in
law responsible, only from and against any and all liabilities, damages, costs, expenses, causes of
action, claims, suits, proceedings and judgments (collectively "Claims ") which they may incur or
suffer or be put to by reason of or in connection with or arising from any breach, violation or
non - performance by the Organization of any obligation contained in this Agreement to be
observed or performed by the Organization, or any wrongful act or negligence of the
Organization or its agents or employees which relates to this Agreement, howsoever arising. The
Organization acknowledges and agrees that this indemnity shall survive any termination of this
Agreement.
7.2 Insurance
Vendor shall, at Vendor's sole expense, maintain the following insurance:
(a) Commercial General Liability Insurance including contractual coverage: The
limits of this insurance for bodily injury and property damage combined shall be
at least:
(b)
Each Occurrence Limit:
General Aggregate Limit:
$1,000,000
$2,000,000
Business Automobile Liability Insurance: Should the performance of this
Agreement involve the use of automobiles, Vendor shall provide comprehensive
automobile insurance covering the ownership, operation and maintenance of all
owned, non -owned and hired motor vehicles. Vendor shall maintain limits of at
least $500,000 per person and $1,000,000 per accident for bodily injury and
$500,000 per accident for property damage. These requirements are being met by
Vendor through the non -owned auto coverage available under the insurance
referred to under (a) above.
(c) Workers' Compensation Insurance: Vendor is covered under, and meets the
statutory requirements of, the Workers Compensation Act of the Province of
Ontario.
(d) Employers Liability Insurance: Such insurance shall provide limits of not less
than $1,000,000 per occurrence.
(e) Professional Liability/Errors and Omissions Insurance. Such insurance shall
cover acts, errors and omissions arising out of Vendor's operations or
performance of Services in an amount not less than two million dollars
($2,000,000) per occurrence.
(f) Premises Operation: Such insurance shall provide limits of not less than
$1,000,000 per person and $2,000,000 per accident for bodily injury and
$1,000,000 per accident for property damage.
(g)
Independent contractors: Such insurance shall provide limits of not less than
$1,000,000 per person and $2,000,000 per accident for bodily injury and
$1,000,000 per accident for property damage.
(h) Completed Operations: Such insurance shall provide limits of not less than
$1,000,000 per person and $2,000,000 per accident for bodily injury and
$1,000,000 per accident for property damage.
(i) Contractual Liability: Such insurance shall provide limits of not less than
$1,000,000 per person and $2,000,000 per accident for bodily injury and
$1,000,000 per accident for property damage.
The insurance specified in (a) and (b) above shall: (1) name Customer, its officers and
employees as additional insureds, and, (2) provide that such insurance is primary
coverage with respect to all insureds and additional insureds.
The above insurance coverages may be obtained through any combination of
primary and excess or umbrella liability insurance. Customer may require higher limits or other
types of insurance coverage(s) as necessary and appropriate.
Vendor shall provide Customer certificates evidencing the coverages, limits and
provisions specified above on or before the execution of the Agreement and thereafter upon the
renewal of any of the policies. Vendor shall require all insurers to provide Customer with a thirty
(30) day advanced written notice of any cancellation, non - renewal or material change in any of
the policies maintained in accordance with this Agreement.
ARTICLE VIII
GENERAL
8.1 Force Majeure
Neither party shall be liable for delay or failure in performance resulting from acts
beyond the control of such party including, but not limited to, acts of God, acts of war or of the
public enemy, riots, fire, flood, or other natural disaster, acts of government, strike, walkout,
communication line or power failure, failure in operability or destruction of the Organization's
computer (unless by reason of the negligence of a party to this Agreement) or failure or
inoperability of any software other than the Software.
8.2 Confidentiality
(a) Duty Owed to the Organization -- The Consultant acknowledges that it may
receive information from the Organization or otherwise in connection with this
Agreement or the performance of the Services. Except for information in the
public domain, the Consultant 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 except on a need -to -know only
basis;
(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 the Consultant; and
to take all appropriate action, 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 the
Consultant, do not disclose or use, directly or indirectly, for any purpose
other than for performing the Services during or after the term of this
(v)
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Agreement, any material or information, including the information,
without first obtaining the written consent of the Organization.
(b) Duty Owed to the Consultant -- The parties agree that if the Organization shall
breach any term of Section 2.6 of this Agreement entitled "Ownership of Software
and Confidential Information ", then the Consultant shall have the right to
terminate this Agreement and the grant of licences herein forthwith without giving
notice as set forth in Section 8.3(b).
8.3 Termination
(a) If the Consultant should neglect to perform the Services properly or otherwise fail
to comply with the requirements of this Agreement, the Organization must notify
the Consultant in writing of such default (a "Default Notice "). Upon receipt of a
Default Notice, the Consultant must either correct the default at no additional cost
to the Organization, or issue a written notice of its own disputing the alleged
default, in either case within 15 days immediately following receipt of a Default
Notice. If the Consultant fails to correct the default, or issue a notice disputing
the alleged default, in either case within 15 days following receipt of the Default
Notice, the Organization may terminate the part of this Agreement relating to the
provision of Services and in such case will be responsible for payment to the
Consultant of only that part of the fee earned by the Consultant for those Services
performed up to the time of communication of such notice of termination to the
Consultant.
(b) If the Organization should fail to comply with its obligations under this
Agreement, the Consultant must notify the Organization in writing of such default
(a "Default Notice "). Upon receipt of a Default Notice, the Organization must
correct the default at no additional cost to the Consultant, or issue a written notice
of its own disputing the alleged default, in either case within 15 days immediately
following receipt of a Default Notice. If the Organization fails to correct the
default, or issue a notice disputing the alleged default, in either case within 15
days following receipt of the Default Notice, the Consultant may terminate the
whole of this Agreement including the grant of licence to the Software and in such
case the Organization will be responsible for payment to the Consultant of only
that part of the fee earned by the Consultant for that part of the Services
performed in accordance with this Agreement up to the time of communication of
such notice of termination to the Organization.
8.4 Procedure on Termination
If this Agreement is terminated prior to the Completion of Services, then within
15 days following such termination, the Organization shall return the Software to the Consultant
and shall . certify, under the hand of a duly authorized officer of the Organization, that all copies
of the Software or any part thereof, in any form, within, the possession or control of the
Organization have been returned to the Consultant. If this Agreement is terminated following the
-17-
Completion of Services, then the Organization may retain the copy of the Software in its
possession as of the Completion of Services but it shall not be entitled to any additional User
Licences, nor will it receive updates of, or modifications to, the Software made by the
Consultant. Finally, it will not be entitled to access the Source through exercise of the licence
granted pursuant to Section 2.7 of this Agreement. 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.
8.5
Arbitration
This Agreement shall be governed by the laws of the State of California. The
parties agree that any and all disputes arising out of, or in relation to this Agreement, including
without limitation any action in tort, shall be resolved exclusively, finally and conclusively by
arbitration in Los Angeles County, California, under the auspices of, and pursuant to, the rules of
the Judicial Arbitration and Mediation Services Inc. (JAMS). Each party will select an arbitrator.
Those two arbitrators will then select a third arbitrator. The three member panel will make the
final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system
to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and
venue for any such action shall be the Superior Court of California, Los Angeles County. Any
and all contracts between Consultant and any subcontractor shall include the same arbitration
clause.
8.6 Accounts and Records
The Consultant shall:
(a) keep proper and detailed accounts in accordance with accepted accounting
practices of all factors entering into the computation of the amounts payable
pursuant to this Agreement; and
(b) for a period of two years from the date of Completion of Services by the
Consultant, preserve all accounts and other documentation relating to the
Organization and keep them available for inspection by the Organization or its
representative, at any time. The Consultant agrees that this obligation shall
survive any termination of this Agreement.
8.7 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, mailed by prepaid registered post or sent by
facsimile to the appropriate address or facsimile number set out below. Any such notice shall be
conclusively deemed to have been given and received on the day on which it is delivered or
transmitted (or on the next succeeding business day if delivered or received by facsimile after
- 18 -
5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on
a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the
third business day following the date of mailing, and addressed, in the case of the Consultant, to:
ADVANCED UTILITY SYSTEMS CORPORATION
2235 Sheppard Avenue East, Suite 1400,
Toronto, Ontario M2J 5B5
Attention: Patricia Sorbara
Telephone: 416- 496 -0149, extension 225
and in the case of the Organization, to:
CITY OF VERNON
4305 Santa Fe Ave
Vernon, CA 90058
Attention: Willard Yamaguchi
Telephone: (323)583 -8811 x175
Fax: (323) 826 -1439
Each party may change its particulars respecting notice, by issuing notice to the other
party in the manner described in this Section 8.7.
8.8 Assignment
(a) This Agreement is not assignable by the Organization without the prior, express,
written permission of the Consultant, which may not be unreasonably withheld.
The licenses granted hereunder and the Software may not be sublicensed, assigned
or transferred.
(b) Without derogating from the Consultant's right to withhold its consent to an
assignment of this Agreement, no permission shall be granted unless the assignee
executes an assumption agreement in favour of the Consultant, in form and
substance satisfactory to the Consultant. Furthermore, as a condition to granting
its consent to any assignment of the Agreement by the Organization, the
Consultant may require that the assignee agree to pay an additional server license
fee based on any additional User Licenses it purchases within a one year period
following the assignment. The Server License fee set out in Schedule "D" hereto
has been established on the basis of the Server License supporting approximately
5 User Licenses. To the extent that the Agreement is assigned by the
Organization, and the assignee requires additional User Licenses to support its
customer base, then in addition to the then applicable User License fee, the
Consultant shall be entitled to receive, and the assignee shall pay, an additional
Server License Fee equal to the then prevailing server license fee for each
additional User License required by the assignee within one year following the
said assignment. The provisions of this Section 8.3(b) shall apply mutatis
mutandis to any subsequent assignments occurring after the first assignment.
-19 -`
8.9 Reorganizations
The Organization acknowledges that the Server License fee set out in Schedule
"D" hereto has been established on the basis of the Server License supporting approximately 5
User Licenses. To the extent that the Organization amalgamates, consolidates or undergoes any
similar form of corporate reorganization or transition (a "Reorganization "), and the resulting
entity (whether or not the Organization is the resulting or continuing entity) requires additional
User Licenses to support its Server License, then in addition to the then applicable User License
fee, the Consultant shall be entitled to receive, and the Organization shall pay, an .additional
Server License fee equal to the then prevailing server license fee for each additional User License
that the resulting entity purchases within one year following its Reorganization. The provisions
of this Section 8.9 shall apply mutatis mutandis to any subsequent Reorganizations occurring
following the first Reorganization. The provisions of this Section 8.9 shall not apply where the
Organization undergoes a Reorganization involving only other organizations that have already
purchased a Server License from the Consultant. For purposes of this Agreement, any corporate
changes undergone by the Organization will be characterized as either an assignment, in which
case Section 8.8 will apply, or a Re- organization, in which case Section 8.9 will apply, but it is
not intended that Sections 8.8 and 8.9 will apply to any single sequence of events, if such
application would result in a duplication of the fees provided for in those provisions.
8.10 Binding Agreement and Enurement
This Agreement shall be binding upon the parties hereto and their respective
successors and assigns. This Agreement shall enure to the benefit of the parties hereto and their
respective successors and permitted assigns.
8.11. Entire Agreement
This Agreement shall constitute the entire agreement between the parties
pertaining to the provision of Services, and will supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions between the Consultant and the
Organization whether oral or written in respect of this matter. There are no representations,
warranties, collateral agreements, conditions or other agreements between the parties hereto in
connection with the subject matter hereof except as specifically set forth herein.
8.12 Governing Law
This Agreement shall be construed and enforced in accordance with the laws of
the State of California and the federal laws of the United States of America, applicable therein.
8.13 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 herein
contained and any such invalid provision or covenant shall be deemed to be severable.
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8.14 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 the Agreement or by law despite such forbearance or notice.
8.15 Counterparts
This Agreement may be executed in counterparts (whether by facsimile signature
or otherwise), each of which when so executed shall constitute an original and all of which
together shall constitute one and the same instrument.
8.16 Further Assurances
The parties shall do all such things and provide all such reasonable assurances as
may be required to consummate the transactions contemplated hereby, and each party shall
provide such further documents or instruments required by any other party as may reasonably
necessary or desirable to effect the purposes of this Agreement and carry out its provisions.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
on the day and year first written above.
ADVANCED UTILITY SYSTEMS
CORPORATION
Per:
Per:
Name: Patricia Sorbara
Name: hilip P
Title: Vice- President
CITY OF VERNON
Per:
Per:
Name:
Title:
Name:
Title:
Schedule "A"
Detailed Description of Software
CIS Infinity is 32 -bit object - oriented software that operates in a Windows 2000/XP12003
environment. The basic package is comprised of the following individual modules and sub- modules that
perform the basic functions of a billing and customer service operation and includes all related media and
other materials:
A -1
MODULES AND SUB - MODULES
•
Alerts/Actions
•
Customer Service Inquiry
•
Advanced Reports
•
Financial Reports
•
Billing
•
Inventory Management
• Auto Final Bill
• Backflow Device
• Bill Re -print
• Electric Meter
• Bill Journal
• Gas Meter
• Cancel -Re -bill Process
• Instrument Transformer
• Cycle Billing
Key Management
• Estimating
• Propane Tank
• Exceptions
• Solid Waste
• Final Billing
• Streetlight
• Pre- Exceptions
• Water Heater
• Regular Billing
• Water Meter
• Manual Billing
Transformer/Loading
• Flat Rate Billing
•
Loans
• Service Add/Remove
•
Memberships
•
Cash Register
•
Meter Reading
• Bill Payment
•
Move In/Move Out
• Credit Card Authorization
Multiple Receivables
• OCR/Barcode Scanning
•
New Services
• Receipt Printing
•
Payment Processing
• Sundry Payments
• Adjustments
•
Collections
• Bank File Import
• Arrangements
• Deposits
• Assistance Agency
• Payments
• Bankruptcy
• Penalties
• Credit Rating
Post Dated Checks
• Disconnect/Reconnect
• Third Party File Import
• Late Charge/Discount
•
Period End Routines
• Notices
•
Point of Sale
• Post -Date Inquiry
•
Pre- Authorized Payment
• Write -Offs
•
Rate Management
• 3rd Party Notification
•
Scheduler
•
Contact Management
•
Service Orders
•
Correspondence Management
Security
A -1
Required Programs
Windows 2000/XP /2003
Appropriate Network Software
Remote access software compatible with the Consultant's Remote Access Policy
Schedule B: Project Scope of Work
City of Vernon
Table of Contents
Section 1- Project Overview 6
Implementation of CIS Infinity 6
Project Goals and Objectives 6
Implementation Strategy - Specific Goals and Objectives 7
Timeline 8
Scope of Work (General Obligations) 8
Primary Roles of Advanced: 8
Primary Roles of the City: 8
Specific Obligations of Advanced: 9
Specific Obligations of the City: 9
Modifications, Specifications and Acceptance 11
Project Organization & Staffing 13
Advanced Utility Systems - Proposed Implementation Team 14
Duties of Team Members 14
The City - Proposed Implementation Team 16
Duties of Team Members 16
Section 2 - Project Hours by Category 18
Conversion hours 18
System Installation/Configuration 18
Training 19
Project Management 19
Section 3 - Modification Descriptions 20
Section 4 - Hardware Recommendations 21
Section 5 - Implementation Plan 25
City of Vernon Schedule B: Project Scope of Work Page 2
Project Life Cycle — Overview 25
Project Start-up 25
Project Plan 25
Change Order Process 25
Data Extraction 28
Initial Conversion 28
System Configuration 28
Installation 28
Configuration 29
Training / Soft Parallel 29
Overview and Daily Process Training 29
Daily Process Testing 29
Conversion Testing 30
Billing, Cash, Adjustments, Reports Training 30
Billing, Cash, Adjustments, Reports Testing 30
System Administrator Training 30
Hard Parallel 30
Refreshed Data Extraction 30
Refreshed Data Conversion 31
Trial Balance /Quality Assurance Testing 31
Hard Parallel Process 31
Cut -over and Transition to Live 31
Final Data Extraction 31
Final Conversion — Final Balance 31
Cut over to Live 31
Live Week 32
City of Vernon Schedule B: Project Scope of Work
Page 3
CIS Infinity Live 32
Section 6 - Acceptance Testing 33
Overview/Description 33
Baseline Accounts 33
Quality Assurance 33
Testing Protocols: Roles and Responsibilities 34
Testing Phases 35
Data Conversion 35
Functionality Testing (Soft Parallel) 35
Configuration/Process Testing (Hard Parallel) 35
Sample Testing Protocol and Conversion Test Report 37
Section 7 — Project Implementation Plan 46
Implementation Plan 46
Work Back Plans 52
Sample Conversion Work Back Plan 52
Section 8 - Training 53
Overview 53
Classroom Training 53
On the Job Learning 53
Sequence of training modules 53
Classroom Training 54
On the Job Learning 55
Summary of Training Days 56
Training Courses 56
Overview / Daily Process Training 56
Billing Training 57
City of Vernon Schedule B: Project Scope of Work Page 4
Payment / Adjustment Processing 58
Collections Training 59
Creating and Managing Service Orders 59
Reports Interface Training C0
Month / Year End Processes f0
System Administrator Training 61
Conclusion 61
City of Vernon Schedule B: Project Scope of Work Page 5
Section 1 — Project Overview
Section 1 - Project Overview
Implementation of CIS Infinity
The project is defined as the provision of the CIS Infinity comprehensive customer
information and billing software, by Advanced Utility Systems Corporation. (Advanced) to
the City of Vernon (the City). The project as outlined in this Scope of Work encompasses all
aspects of the City's CIS Infinity implementation, including but not limited to project
management, data conversion, software control file configuration and training. CIS Infinity
will be installed and configured to meet the customer information and billing needs
identified by the City through the RFQ process. CIS Infinity will replace the current utility
billing system at the City.
The City of Vernon is primarily an industrial city and comprises 5.06 square miles, located
approximately four miles southeast of downtown Los Angeles. The City provides services
to approximately 1,500 commercial and industrial customers within the city boundaries. The
City provides billing for the following services:
• Electric
Water
■ Sewer
■ Gas (future consideration; services not quoted in this Scope)
The project will address solutions for the following major functional areas, as defined by the
City:
■` Utility Billing/Customer Information
• Customer /Account information
• Collection Processing
■ Rate calculation based on the rate configuration in place at project start-up
• Payment and Adjustment Processing
The following interfaces will be provided through the implementation:
• MVRS v5.3
MV90
Project Goals and Objectives
Key project goals as agreed upon by Advanced and the City include:
■ The installation and implementation of CIS Infinity as defined in the Scope
of Work and Implementation Plan.
City of Vernon Schedule B: Project Scope of Work Page 6
Section 1 — Project Overview
Training as outlined in the Training Plan.
Project Management.
Implementation Strategy Specific Goals and Objectives
The implementation methodology incorporated into this schedule divides the implementation
of CIS Infinity into four strategic stages:
■ Start -up planning and initial configuration.
• Training / Testing — system training and testing.
• Transition to Live.
Stage 1 - Start-up Goals and Objectives
■ Assemble the project teams for Advanced and the City.
■ Requirements Review on -site at the City offices.
• Review of bizProfiler (the Advanced on -line orientation questionnaire
• Review and finalization of the installation timeline.
• Initial configuration.
• Installation of software on the City's server.
■ Review of initial configuration.
Stage 2 - Training/Testing Goals and Objectives
■ Overview and Daily Processes training.
• Testing of initial configuration following training.
• Daily Processes Soft Parallel
■ Payment and Adjustment Training.
• Payment and Adjustment Soft Parallel.
■ Collection Training.
* Collection Soft Parallel
• Billing Training.
■ Billing Soft Parallel.
• Reports Training.
■ Month / Year End Training.
City of Vernon Schedule B: Project Scope of Work Page 7
0
Section 1 - Project Overview
• Administrator Training.
Stage 3 - Hard Parallel Goals and Objectives
• Hard Parallel.
• Parallel production issues resolution.
Stage 4 - Transition to Live Goals and Objectives
■ Cutover plan execution.
• Production issues resolution.
• Transition to Live/Post Live/Warranty Period.
Timeline
An implementation timeline has been established, identifying a target date for live use of
CIS Infinity billing and customer service software. An implementation plan has been
included in Section 7, Project Implementation Plan.
Scope of Work (General Obligations)
The implementation of CIS Infinity is to be completed through a shared effort by Advanced
and the City, which includes but is not limited to the following:
Primary Roles of Advanced:
■ Provide and install CIS Infinity Software on the City's computer server and
client workstations.
Configure the software to meet the needs of the City as outlined in the
Specifications section of the Scope of Work and the bizProfiler (on line,
electronic Orientation Questionnaire) that will be completed by the City at
the start of the implementation phase.
• Provide training services to assist the City with its use of the Software.
• Provide on -going issue resolution and software update support.
• Provide testing protocol worksheets to support testing.
Primary Roles of the City:
• Provide specifications approval, where necessary, to enable Advanced to
fulfill its duties for data conversion programming and system
configuration.
• Provide adequate training facilities during implementation.
• Phone (or access to a phone) for on -site Advanced staff.
City of Vernon Schedule B: Project Scope of Work Page 8
Section 1 — Project Overview
• Test CIS Infinity software configuration and modifications to ensure
accuracy.
• Operate the CIS Infinity software for its own business practices within the
parameters of the Software License Agreement.
Specific Obligations of Advanced:
Delivery of CIS Infinity software and services:
• Advanced shall deliver CIS Infinity software and services associated with that
delivery and the City shall accept such delivery, based on the installation timeline
established during the Start -up Phase.
CIS Infinity software installation:
• Advanced will provide installation of the CIS Infinity software at the City's
location. Advanced will install CIS Infinity on a server(s) and PCs designated by
the City. Following the initial installation, the City will be responsible for
installing the software on all other PCs.
Control File Configuration and Maintenance:
■ Maintain control file responsibility through the Go Live stage. (Responsibility for
system control files will transition to the City following Go Live.)
Training:
• Advanced will deliver training held at the City's location, unless otherwise
determined by both parties. The quote included in this Scope of Work identifies
the allocation of training hours, as well as the conversion, configuration,
consulting and project management hours included in this Agreement.
Project Management:
• A Project Manager stationed at Advanced shall be assigned to coordinate all
implementation activities related to CIS Infinity.
The allocation of hours between project management, conversion, configuration, consulting,
and training categories may be adjusted from one category to another, by mutual agreement
and as may be in the best interest of a successful implementation.
Specific Obligations of the City:
a) Procurement of hardware. the City shall be responsible, at its expense, for procuring
and maintaining the computer hardware and systems software consistent with the
specifications set forth in the attached Technical Specifications, and for updating the
hardware configuration as may be needed from time to time. If not yet completed,
City of Vernon Schedule B: Project Scope of Work
Page 9
Section I - Project Overview
the City shall complete its procurement and installation of the computer hardware
and associated system software at least fifteen (15) days before the CIS Infinity
software installation date.
Access to facilities and employees. the City shall provide Advanced access to the
City's equipment and employees and shall cooperate with Advanced as reasonably
necessary for Advanced to perform its project management, installation,
configuration, training, support and other obligations under this Agreement. the City
shall devote the necessary equipment, facilities, personnel and other resources
reasonably necessary to (a) implement the CIS Infinity software, (b) be trained in the
use of the CIS Infinity software and (c) begin using the CIS Infinity software in
production on a timely basis as contemplated by this Agreement.
c) the City will provide competent staff during the implementation phase as identified
below:
• Project Manager.
■ Core Test Team (the City staff) - for testing accuracy of configuration.
• Programmer /Analyst - for specifications related to conversion and
configuration.
• Database Administrator - for ongoing database management.
• Network Administrator - for network and operating system management.
• Data Entry Personnel - to enter historical data not electronically converted
(where necessary and appropriate).
Primary tasks for the City identified in this section are listed below:
■ Manage installation and operation of hardware and network.
■ Identify software configuration requirements.
• Document software configuration.
■ Test software configuration and verify results in writing.
• Test all system processing before live operation and verify results in
writing.
■ Provide ongoing system and database administration.
• Assume management and updating of the production account database.
d) Training Facility. The City shall provide a suitable training environment for training
classes held at the City's location including a computer for each user, network access
and access to a photocopier and fax. Class size is not to exceed 8 users. The City
shall provide an Internet connection (at least 128 kilobytes of bandwidth), and access
to a printer from the training room.
Internet access. The City agrees to maintain, for the duration of this Agreement and
any renewal hereof, an Internet connection consistent with the Advanced Remote
City of Vernon Schedule B: Project Scope of Work Page 10
Section 1 - Project Overview
Access policy which will allow unassisted access to the City's server system to
facilitate updates and remote support.
Obtain third party training. The City shall ensure that its system and database
administration staff is sufficiently trained on database management. Training for the
database is arranged separately by the City with the respective database vendor.
Modifications, Specifications and Acceptance
During the implementation phase, should the City require any modifications to the software
and/or interfaces not previously identified or included in this Scope of Work, the following
approach would apply.
Formal Modification and Acceptance Process
The following steps are meant to outline the actions that must occur whenever software
interface and modifications are proposed:
Stage 1 - Specifications
When any interface or modification to the software is requested, a thorough process should
be undertaken to document the exact results associated with the requested interface.
In the case of a Change Order, where the creation of the specification requires considerable
work from Advanced, Advanced will notify the City and upon mutual agreement to proceed,
Advanced will bill for specification development.
The specifications should include the following:
• A purpose statement that defines the need for the interface or modifications
and clearly describes why the interface or modification is required and how
this feature will be used by the City.
• A clear defmition of the integration to and from any interfaces with
external systems that may be desired.
• A description of any variables or required points of flexibility that must be
defined into the interface or modification.
• If any calculations are to be a part of the interface or modification, the
specification must include the logic, which should be used to derive
calculated values. This portion of the request for specification should
include several examples.
• A discussion of any special circumstances or various business rules that
many apply.
• A description of any checks or edits that may be necessary.
• A description of the desired cosmetic presentation.
• Any graphical exhibits that will aid Advanced in the creation of the
interface or modification.
City of Vernon Schedule B: Project Scope of Work
Page 11
Section 1 — Project Overview
• If magnetic media is to be produced, file layouts with detailed field
descriptions must be provided.
• The specification should be signed by the City to indicate that the interface
or modification does represent complete requirements for the interface or
modification and that the City will accept the software interface or
modification if delivered according to the specification.
• The specification should only be written after a discussion with an
Advanced analyst so that the interface or modification can be written in
such a way that the existing software design is taken into account. Where
the creation of the specification requires considerable assistance from
Advanced, Advanced will notify the City and upon mutual agreement to
proceed, Advanced will bill for specification development on an hourly
basis.
Stage 2 - Quote Process
• Upon receiving the signed detailed written specification Advanced will
verify its original quote to complete the interface or modification.
• In the event of a Change Order, if the original programming quote is
insufficient, the City must approve proceeding by signature before any
work can be done.
• Upon the City's approval, the quote is assigned a task number at Advanced
and an estimated time for delivery of the interface or modification will be
given.
Stage 3 - Specification Review
• A conference call will be initiated by Advanced to discuss the
specification. The City must ensure that the City representatives who are
knowledgeable about the interface or modification requirements
participate.
• Any changes or additions to the specification that are discussed verbally,
which are intended to be part of the interface or modification should be sent
to Advanced as an amendment to the specification. Amendments to the
specification must also be signed by the City.
• Interface or modification amendments will likely affect the bid amount;
Advanced will therefore produce an updated bid after receiving the
interface or modification amendment.
Stage 4 - Programming
• Advanced programmers will complete the interface or modification as
specified. If questions arise during the programming stage, the City must
submit amendments to the original specification in writing with signature.
City of Vernon Schedule B: Project Scope of Work Page 12
Section 1 — Project Overview
Stage 5- Quality Assurance
• When the programmer has completed the interface or modification
according to the written specifications and any amendments, the program
interface or modification and the specifications shall be delivered to the
Advanced Quality Assurance division where module testing shall occur.
This level of testing is alpha testing.
Stage 6- Modificafion Delivery
• When the interface or modification passes quality assurance testing within
Advanced, it will be delivered by electronic means to the City. The City
shall acknowledge delivery of the interface or modification in writing.
Stage 7- Acceptance
• The City shall have 30 days to complete beta testing to validate that the
interface or modification does operate as specified.
• Advanced will accept written requests for changes during the 30 day beta
test period that are necessary to cause the interface or medification to
operate as described in the original specification.
• Additional interfaces or modifications outside the scope of the original
specification, which may be requested, shall go through this formal
interface / modification and acceptance process and will not be considered
deliverable as part of the original specification.
• Acceptance of the interface will occur when 30 days have passed since the
delivery of the interface or modification; or when 30 days have passed
since the latest delivery of updates to the interface or modification that
make the interface or modification operate as originally specified.
Cosmetic preferences of the City or functionality beyond the original
specification (with amendments) will not delay acceptance of the interface
or modification.
Project Organization & Staffing
A successful implementation requires a commitment from both Advanced and the City to
ensure that expert staff are assigned to the process, and given the tools they need to complete
the task. The proposed make-up of the project team is outlined in the chart shown below.
This team structure has been successfully used at numerous client implementations
throughout the past six years.
At this early stage, it is not our practice to propose specific individuals. Instead, Advanced
will indicate the level of individual required, and a reporting structure. During start up, we
will work with the City to determine the best team.
Note: This organizational chart excludes specialists from Advanced who handle non-
recurring items. For example, customizations would require system development resources.
City of Vernon Schedule B: Project Scope of Work Page 13
Section 1 — Project Overview
Advanced Utility Systems - Proposed Implementation Team
Project Sponsor(s)
Project Manager
I
i -' , I i
• Senior Conversion Specialist Technical Lead 1 Interface Experts
Implementation Specialists
Duties of Team Members
Advanced Team Members
Project Sponsor:
Training Lead
Training Specialists
• The Project Sponsor represents a point of escalation for issues that require input
beyond the Project Manager or the Core team levels. This person is a senior
representative of Advanced who has decision- making authority.
Project Manager:
Coordination of all activities to make the software operational
Report to steering committee to ensure project delivered as projected, or
with any changes explained
Resource planning and scheduling
• Problem solving
• Relationship Management — Intra -team and with the City
• Coordination of internal and external specialists — i.e. software developers
• People Management with the City's Implementation team, and with the
steering committees
• Assurance of the overall quality of work and contract adherence by
Advanced implementation team members.
Senior Conversion Specialist:
■ Map data from existing CIS solution to CIS Infinity
City of Vernon Schedule B: Project Scope of Work Page 14
Section 1 - Project Overview
Ensure data mapped into CIS Infinity is complete and accurate - through
active knowledge of processes followed and results tested
• Trouble shoot problems
■ Understand existing data structure and new data structure
■ Oversee final data acceptance
Technical Lead / Implementation Specialists:
• Oversee the set -up of control files and create processes within CIS Infinity
• Understand the City's rules, regulations and processes
• Work with the City's team to modify /revamp processes and seek Project
Manager support
■ Document processes and practices where necessary
Assist project manager in project management in areas such as timing and
scheduling
■ Responsible to relay business issues to the City's implementation team
■ Assist in system testing and overall quality assurance
• Advise testers of work required, sign -off procedures and timing
Training Lead/Training Specialists:
• Create training plan and collect necessary approvals
• Provide training documentation as needed, customized where possible
• Lead training classes
■ Address questions, concerns and issues
■ Provide one -to -one assistance in system operation
City of Vernon Schedule B: Project Scope of Work Page 15
Section 1 — Project Overview
The City - Proposed Implementation Team
Project Sponsor
n
Project Manager
System Testers
Senior Conversion
Expert
Duties of Team Members
The City Team Members
Senior Analysts /
Subject Matter
Experts
Interlace Expert
System / Technical
Administrators /DBA
Advanced recommends that a core team from the City be assembled consisting of
representatives from the following areas: Project Manager, Cash Staff, Billing Staff,
Collections Staff, Technical Staff, Metering Staff, and Accounting Staff. The Project
Manager and Billing representative can expect to devote significant time to the project. The
rest of the staff, including an individual responsible for rates, can anticipate spending up to
50% of their time depending on exactly how the City allocates their work and the phase of
the project. A description of duties of team members is listed below:
Project Sponsor:
• The Project Sponsor represents a point of escalation for issues that require input
beyond the Project Manager or the Core team levels. This person should be a senior
representative of the City who has decision- making authority.
Project Manager:
• Coordination of all activities to make the software operational
■ Report to steering committee to ensure project delivered as projected, or
with any changes explained
■ Resource planning and scheduling
• Problem solving
• Relationship Management — intra -team and with the vendor
• Process Review and Reengineering
• Coordination of internal and external specialists
• Oversee project communications — to others in the City
System Testers:
Understand all system functionality
City of Vernon Schedule B: Project Scope of Work Page 16
Section 1 — Project Overview
• Test critical system functions in different environments to ensure all
elements of the implementation are thoroughly tested and operational
• Document existing processes and expected results
• Use Service WiseTM software to log errors and omissions
• Responsible for approval of implementation of software modules
Senior Analysts / Subject Matter Experts:
• Work with the Advanced team to modify/revamp processes and seek
Project Manager support
• Document existing processes impacted by CIS
• Lead client input into the set-up of control files
• Assist project manager in project management in areas such as timing and
scheduling
• Responsible to relay business issues to the Advanced implementation team
Interface Expert(s):
• Work with Advanced specialists to formalize requirements, timing, hours
of work, and delivery schedule
• Develop interface specifications
• Coordinate all testing of completed interfaces
• Ensure data sharing is optimized
System / Technical Administrator:
• Oversees logistics to ensure technology is in place and working.
• Ensures other systems do not disrupt and configuration of CIS Infinity.
• Ensure server and desktop hardware is purchased, tested and operational
• Assist Advanced with set-up and configuration efforts
• Responsible for administrative details — i.e. preparation of training rooms
• Troubleshoot network, hardware and other system problems
City of Vernon Schedule B: Project Scope of Work
Page - 17
Section 2 - Project Hours by Category
Section 2 Project Hours by Category
Outlined below is a detailed breakdown of the project hours by category for the
implementation of CIS Infinity at the City. This breakdown includes a brief explanation of
four main sub - sections: Conversion, System Installation and Configuration, Training and
Project Management.
Based on visits to the City and ongoing discussions, Advanced understands that the City is
very unique, having been fully industrial since 1905. While the City may have a small
number of customers, that number is not a reflection of the complexities involved in meter
reading and billing. The specific requirements of the City's customers will require labor
intensive system configuration and will involve many hours of testing, data conversion and
configuration that normally only much larger utilities would incur.
Conversion hours
To provide an accurate and comprehensive assessment of the conversion process, Advanced
would usually propose to spend several days analyzing your current system. At this time,
Advanced is prepared to provide a detailed. proposal, including an hourly estimate and a
schedule. However, it should be -rccc gnized that changes :night be required once the
assessment takes place. It covers most elements of data conversion, assuming your experts
lead the data extraction from your current system and provide the data to Advanced in an
Access format.
esc tiort Ho 4
Diagnose existing system
a) Determine what data is available
b) Determine what data is not available
c) Determine what data can be trusted
40
Map data fields from the existing system to the new system
Programming / testing of conversion code
80
100
Perform ongoin conversion and ensure data mapping is correct 80
Total:
System Installation /Configuration
System Installation includes physically setting up the software at the City's site, activity
required to develop interfaces to other systems in place, and extensive system testing. In
addition, configuring the control files will involve an assessment of current practices and
processes, and input from the City's implementation team on overall "best practices ".
The City has a unique situation with its overall customer demography therefore hours for
set -up interfaces and test billing are greater than usual for an organization of your size. This
approach will insure a strong interface with MV90 that will allow CIS Infinity to be used for
all of the City's complex billing and inquiry needs. System Installation includes installing
the software at your site on both the application and database server in addition to
completion of the client installs. Configuration includes setting up the control files specific
to the City's requirements.
City of Vernon Schedule B: Project Scope of Work Page 18
4
De
Section 2 - Project Hours by Category
Install Server Software
10
Install Client Software
20
Configuration of Control Files
300
Set up Interfaces with Third Party software (i.e. Full Testing of MV90
Interface)
100
Test Billings / Cash processing / adjustments with installed settings
Full Testing of Processes of CIS Infinity with existing system. Advanced
Staff On -site During the Initial Phase of Parallel Testing and Live.
Set -up of Reporting Using Ad -hoc Reporting Tool
150
120
100
Total:
800
Training
Training is vital to maximizing the benefits of CIS Infinity. Classroom training is assumed,
augmented by on the job learning with users throughout the project. A more detailed
training outline is included under Section 8 - Training Plan.
Given the complexities of many of the City's accounts, training will be intensified with the
user to provide the ability to manage these accounts that use MV90 in an effective manner.
This training will focus on the MV90 interface, billing of customers who use MV90,
Instrument Transformer Inventory, Installation Database (manage feeder and instrument
transformer configurations) and the CIS Infinity Rate Engine for complex billing.
Total training hours required: 350 hours
Project Management
The implementation of CIS Infinity will require Project Management efforts from both the
City and from Advanced. Advanced proposes the appointment of joint Project Managers,
who receive guidance from an executive level steering committee or sponsor. In addition to
overseeing day -to -day activities the key activities of the Project Managers will include
keeping the implementation schedule on- track, securing proper resources for the project,
management reporting and issues resolution.
Total project management hours required: 300 hours
City of Vernon Schedule B: Project Scope of Work Page 19
Section 3 — Modification Descriptions
Section 3 - Modification Descriptions
No specific software modifications or customizations are required for the City of Vernon. If during the
implementation process a modification is identified as being necessary to meet the City's requirements,
the process outlined in Section 1 will be followed.
City of Vernon Schedule B: Project Scope of Work Page 20
t
Section 4 — Hardware Recommendations
Section 4 - Hardware Recommendations
CIS Application and Database Server configuration - Intel Based Dual
processor server (note: one server will be sufficient to host both the
application and database).
General
Configuration
Intel Xeon Dual Processor Server
Architecture
Form factor
Rack Mountable or Tower Design
Processor(s) (Intel)
Processor (CPU)
Dual Xeon 3.6 GHz /1 MB processor with 800
MHz system bus
Memory Standard
Cache memory
2 MB level 2 cache per processor
Memory (RAM)
4 GB DDR SDRAM (preferably 2 x 2 GB
chips for future expansion)
Network controller(s)
Gigabit Ethernet NIC
PCI
Dual Intel Pro 1000MT Single port copper
gigabit network adapters. (10 /100 /1000)
Storage Controller(s)
SCSI Controller
PERC4 /DC 2 internal channels -
embedded RAID
128MB cache
Storage
Diskette Drive
3.5" 1.44 MB
CD -ROM
8x DUD -ROM Drive
Hard Drives (Universal
Hot Plug)
Two 36 GB 10,000 rpm Ultra 320 SCSI -
RAID1
Four 73 GB 10,000 rpm Ultra 320 SCSI -
RAID10
Redundancy
Cooling
Hot Plug Redundant fan
Power Supply
Hot Plug redundant power supply
Industry Standards
Approved
certifications
(preferred)
ACPI 2.0
PCI 2.2
PXE
WOL
Physical Address Extension (PAE) Support
City of Vernon Schedule B: Project Scope of Work
Page 21
Section 4 — Hardware Recommendations
Operating system
Microsoff Windows 2003 Server Standard
Edition
City of Vernon Schedule B: Project Scope of Work Page 22
Section 4 — Hardware Recommendations
CIS Infinity desktop configuration - Intel Based high end user
General
Configuration
1 Intel Pentium IV Single Processor
Architecture
Form factor
1 Mini -Tower
Processor(s) (Intel)
Processor (CPU)
1 Intel Pentium4 3.6 GHz 800MHz FSB
Memory Standard
Cache memory
512 -KB Integrated ECC L2 Cache
Memory (RAM)
2 GB DDR Non -ECC SDRAM, 400MHz
Storage
Diskette Drive
3.5" 1.44 MB
Optical Drive
48x CD -ROM or 16x DVD -ROM
Hard Drives
80 GB IDE Hard Drive 7200 rim
Communications
Fast Ethernet NIC
Integrated Gigabit Ethernet NIC PCI
10 /100 /1000
Video
Internal Video
Integrated Video card with 128 MB of
memory
Operating system
Microsoft Windows XP Professional with the
latest service pack.
Applications
Installed applicatons
Microsoft Office 2003 Professional with the
latest service pack
City of Vernon Schedule B: Project Scope of Work
Page 23
Section 4 — Hardware Recommendations
Typical CIS Infinity desktop configuration - Intel Based casual end user
General
Configuration
1 Intel Pentium IV Single Processor
Architecture
Form factor
1 Mini -Tower or Desktop format
Processor(s) (Intel)
Processor (CPU)
1 Intel Pentium4 2.8 GHz 800MHz FSB
Memory Standard
Cache memory
1 MB Integrated ECC L2 Cache
Memory (RAM)
512 MB DDR SDRAM
Network controller(s)
Storage
Diskette Drive
3.5" 1.44 MB
O • tical Drive
48x CD -ROM or 16x DVD -ROM
Hard Drives
40 GB IDE Hard Drive 5200 rpm
Communications
Fast Ethernet NIC PCI
1 Integrated Fast Ethernet NIC PCI 10/100
Video
Internal Video
Integrated Video card with 64 MB of
memory
Operating system
Microsoft Windows XP Professional with the
latest service pack.
Applications
Installed applications
Microsoft Office 2003 Professional with the
latest service pack
City of Vernon Schedule 13: Project Scope of Work Page 24
Section 5 — Implementation Plan
Section 5 - Implementation Plan
Project Life Cycle Overview
There are four major stages of a CIS Infinity implementation: Project Start -up, Soft Parallel,
Hard Parallel and Transition to Live. Within each project phase are milestones that need to
be achieved in order to move to the next project stage. Each phase also includes associated
training with worksheets, which need to be generated and submitted to the Advanced Project
Manager.
Project Start -up
During this first phase of implementation, the project teams at Advanced and the City are
assembled, the City completes the Orientation Questionnaire and submits it to Advanced,
Advanced analyzes the completed Questionnaire, the Advanced team allocates resources and
project schedules and plans are solidified.
Project Plan
The City and the Advanced Project Managers will aiscuss the project plan and internal
project dates affecting project milestones (for example, third party delivery dates). the City
will manage the timeline of any third party vendors, which may affect project milestone
dates and provides these dates to Advanced prior to base lining the project schedule. Any
significant changes to the project timeline are to be communicated to and reviewed by
Project Sponsors at the City and at Advanced.
Significant changes affecting the overall scope of the project may necessitate the use of the
Change Order process.
Change Order Process
Once the project baseline scope has been documented and agreed to by the City and
Advanced, any changes to the project which impact project schedules, costs, resources and
risk must go through a clearly defined Change Order process. A change must be identified
and documented by the Project Managers and the schedule and costs impact assessed and
documented. If there is no impact on the project schedule or costs then the change will be
implemented in writing by the Project Managers. If the change impacts on the schedule or
costs, then the Change Order process must be undertaken.
The following checklist will help analyze how proposed changes will impact the project:
■ What are the proposed changes?
■ How will the proposed change impact the schedule?
Will it delay the project?
■ Will it speed up the project implementation?
■ Are there additional costs associated with the change?
■ Which phase of the project will the change impact?
City of Vernon Schedule B: Project Scope of Work Page 25
Section 5 — Implementation Plan
What is the impact?
What are the dependency tasks that the change will impact?
• What are the deliverables that the change will impact?
• What are the changes in resources being proposed?
• Does the change increase or decrease the level of risk?
Process Flow Diagram
The fol lowing diagram depicts how changes will be managed within this project.
Change
Identified/
Documented
Project Managers
Owner
Assigned
Change
Logged
•
Change
Communicate
d to Impacted
PM's
Change
Impact
Assessed &
Documented
Project Managers
Project Specialist
roje
Schedule
act
•
Approval for
Schedule
Adjustment
rojec
Costs
acte
Approval for
• Cost
Adjustment
App ova
eceived9
•
Schedule &
Implement
Change
Change
Deferred/
Cancelled
Regular
Status
Update
•
Regular
Status
Review
•
Project Specialist
Project Managers
City of Vernon Schedule B: Project Scope of Work
Page 26
Section 5 — Implementation Plan
Change Identified and Documented: A Change is usually initiated via the Change Order.
When a request is deemed to be a change, the Project Manager enters this change process.
Change Owner Assigned: Through project meeting discussions, a single Change Owner is
identified (normally a Project Manager). This person speaks to the change, ensures it is
analyzed by the appropriate team members and works through any approval processes to
determine final disposition.
Change Logged: An Access database will be established to control/log changes. The
Project Manager logs a new change into the database where the change is given a control
number. Included in this document is a copy of the Change form showing the information
collected.
Change Communicated to Impacted Team Members: The Project Manager will ensure
that each new Change is communicated (electronically where possible) to all impacted team
members. The Change Owner will determine who these people are.
Change Impact Assessed and Documented: Each Project Manager is responsible for
analysis of any change that may impact their project deliverables. Impact is documented in
the Change database.
Project Schedule Impacted: If the change impacts the Project Schedule, the Change must
receive the City approval.
Project Costs Impacted: If the Change impacts project costs, the change must receive the
City approval.
No Cost/Schedule Impact: If the change does not result in any revisions to either costs or
schedules, the change will be implemented as per the next step.
Schedule and Implement Change: If all necessary approvals are received (or none were
required), the change is scheduled and implemented. If the project schedule is impacted, a
new revised project schedule is created.
Change Deferred/Cancelled: If the change is not approved, the reasons are to be
documented and it will be cancelled or deferred until after the project is completed.
Regular Status Update: Project Managers must be provided with any new information
related to Change Status so that the database is kept current and the Change Summary form
reflects current information. Project Managers will create a Change Summary report on
request only.
Regular Status Review: Review of the ongoing status of changes is a mandatory item on
each project management meeting agenda.
City of Vernon Schedule B: Project Scope of Work Page 27
Section 5 — Implementation Plan
Data Extraction
The data residing in the existing billing system will be extracted by the City into an Access
database and provided to Advanced with detailed file layouts, according to dates established
in the Project Plan.
Initial Conversion
The initial data conversion phase of CIS Infinity will average four to six weeks. The length
of time necessary for conversion is dependent on several key factors including the state of
the current system, operating platform and the level of cooperation provided by the
designers, owners and/or maintenance staff of the existing software package.
The Advanced team will assess the specific needs of the City and review the condition of the
data to determine the ease of export transition from the existing platform. The City will
designate an individual who is familiar with the file structures and field level descriptions of
the existing system to work in conjunction with our conversion team.
The Advanced technical team will convert the data and configure the software, based on the
Orientation Questionnaire completed by the City. The Advanced team will develop a
conversion routine and configure the control files to reflect the current process.
Once the initial conversion has been completed, the Advanced team will test the data from
the perspective of a programmer and an end user. From this testing a list of changes is sent to
the Advanced conversion team in order to re -write or modify the conversion routines. After
these changes have been implemented the data will go through a second phase of testing at
Advanced.
System Configuration
The initial configuration of CIS Infinity typically takes four to six weeks. Ongoing set -up
continues through the Installation, Training, Soft Parallel and Hard Parallel stages and varies
depending on the complexity of the overall requirements.
The CIS Infinity control forms will be configured to reflect the City's current procedures
including rates, estimating, pro- ration, exception checking, penalties, customer types and
transaction codes, as well as the creation of bill formats and notices.
During the initial configuration of the software, members of the City's team will be available
to answer questions regarding work processes as they are typically performed at the City.
These interviews will be coordinated by the Project Managers.
Installation
An Advanced technical specialist will conduct the installation of the software and data with
the assumption that all hardware requirements have been met by the City prior to
installation. The initial installation of CIS Infinity generally takes place over one to two
days. During this time training for the City's technical staff will enable your technical team
to perform future client installs on their own.
City of Vernon Schedule B: Project Scope of Work Page 28
Section 5 — Implementation Plan
The CIS Infinity software and the converted data are loaded onto the server and on
individual workstations. The Advanced technical team requires access to the City's server
during Installation and the City's technical staff will work closely with Advanced during this
time.
Overview Training will be conducted for the users following initial installation to ensure that
they can access the system and us the converted data for testing purposes. To ensure an
efficient and effective parallel process, Advanced recommends setting up a separate area for
testing and training.
Configuration
Following the Start-up Phase, the Advanced technical team will begin configuration of the
control files based on the answers provided in bizProfiler (the electronic Orientation
Questionnaire).
Training / Soft Parallel
Overview and Daily Process Training
Overview training takes place immediately following the installation of CIS Infinity at the
City, with the City's converted data. This training focuses on navigation of the CIS Infinity
user interface and is designed to enable users to search for accounts on the system and
analyze the results of the initial data conversion.
Daily Process training will prepare the users to search for accounts and answer basic
customer service questions. It includes processing moves, editing customer information,
updating customer notes and interpreting and manipulating reading, transaction and billing
history. Following this training, the users will start testing on all daily processes
Daily Process Testing
After the requisite training, the City's test team will be ready to run parallel on the system,
defined as performing identified processes on both systems and the monitoring of results on
CIS Infinity compared to the current billing system. After Overview and Daily Processes
training, the users will conduct testing on all daily processes.
During soft parallel testing, the City's users will have been trained on all functions (daily
processes, billing, cash, collections, new services) and will run these functions on the City's
current system and on CIS Infinity. The resulting comparison between the systems ensures
that the new software is performing accurately and calculating properly.
During testing, the City's test team will complete a series of testing protocols that support
them through the more complex processes involved in testing. These worksheets are
integrated with the training process and provide team members with documentation to refer
to during testing. The City's Project Manager will record progress on the testing reports and
return them to the Advanced Project Manager. The testing reports enable Advanced to
respond proactively to the ongoing needs of staff during parallel stages. the City's Project
Manager will provide Advanced with the information needed to adjust set -up if necessary.
City of Vernon Schedule B: Project Scope of Work Page 29
i
Section 5 — Implementation Plan
Conversion Testing
During the Conversion Testing phase, the City's core team will undertake testing of the
conversion — the mapping of data from the current system to CIS Infinity.
Advanced will supply Conversion Test worksheets that will be used by the City's users to
report issues with the conversion. The City's project manager will coordinate completion of
the Conversion Test reports and submit them to the Advanced Project Manager. This testing
will provide the Advanced team with information relating to conversion anomalies to be
corrected. Re- testing of identified conversion issues will be necessary.
During Conversion Testing, the Advanced team will access the City's server in order to
upload data corrections, with the assistance of the City's technical staff. The users will re-
test anomalies based on initial test results and established base line accounts.
Billing, Cash, Adjustments, Reports Training
Billing training includes all aspects of producing and adjusting any type of bill including
final bills and billing adjustments and the billing related features unique to CIS Infinity.
Collections' training includes exemptions, penalties, payment arrangements, disconnects and
reconnects and collections processing.
Billing, Cash, Adjustments, Reports Testing
As the users complete each module of training they will begin testing those processes. As the
users undertakes testing on each module, the Advanced technical and conversion specialists
analyze and correct reported testing issues.
System Administrator Training
This session is intended for the non - technical administrators of the system (department
supervisors or system administrators) who will be expected to make changes to the system
rules and security parameters to suit the City and individual user needs.
Users will be shown how to manipulate Control forms in order to meet their departmental
needs, how to add new users to the system and provide them with tailored menus as well as
how to administer Service Orders and use the Task, Letter and the Credit Rating systems.
Hard Parallel
Refreshed Data Extraction
The City will extract updated data to be converted for the purposes of conversion and
process re- testing.
City of Vernon Schedule B: Project Scope of Work , Page 30
Section 5 — Implementation Plan
Refreshed Data Conversion
Prior to commencing hard parallel at the City, data will be converted. Advanced technical
specialists will modify configuration based on testing issues submitted by the City.
Trial Balance /Quality Assurance Testing
Advanced will complete a trial balance and prepares a CD for delivery to the City. After the
refreshed data has been uploaded, the City will pull the Trial Balance reports from the old
system; Advanced will be on -site to provide technical assistance. All parties are to reach
consensus on the results prior to the City's approval of the trial balance.
Hard Parallel Process
The City's team will test every cycle during this phase to ensure that every account
calculates correctly. The City will perform identified processes on the current system and on
CIS Infinity and compare the outcomes. The City's Project Manager will track of the results
of the testing of key processes on both systems during the Hard Parallel. Advanced will
provide checklists and testing protocols to assist the City's team with tracking cycles and
processes both pre and post Live.
Cut -over and Transition to Live
Final Data Extraction
The City will extract updated data to be converted for the purposes of Live.
Final Conversion - Final Balance
During this phase no activity will occur on the current system in order to enable a final
balance to be obtained. Final data extraction will be delivered to Advanced in an expedient
manner. The old system will be redundant after this point, and no new data is to be entered
into it. The City will run Month End/Year end reports from the old system and produce
balance reports and hold this on site until the scheduled Transition Day.
Advanced will complete and deliver a refreshed data conversion. Once the trial balance is
completed, the Advanced technical specialists prepare a CD for delivery to the City.
Cut over to Live
At least one complete day is required to transition. During this day inquiry only functionality
will be available but entering data on either system cannot occur.
Advanced technical specialists will be on -site to assist with the transition including the
copying of the new CD to the server, final review of control files and the completion of the
final balance. The City will be required to approve the final balance.
City of Vernon Schedule B: Project Scope of Work
Page 31
Section 5 — Implementation Plan
Live Week
During the first week of Live, the Advanced Project Manager coordinates all activity. A
training specialist will be on -site for at- the- elbow training and support. Advanced conversion
specialists will assist with table refreshes where necessary. Advanced technical specialists
will assist in the process from the Advanced offices with technical support as needed. The
Project Managers from Advanced and the City will develop a Post -live strategy including the
development of an outstanding issues list
CIS Infinity Live
Advanced will assist the City throughout the implementation period to identify and respond
to any needs and concerns. If hours permit, Advanced will provide at least one technical and
one training team member on -site during the first two weeks post -live to ensure that staff
makes a confident transition to CIS Infinity. A meeting will be arranged between the City's
Project Manager and the Advanced Project Manager two weeks post live to discuss any
remaining issues and scheduling. Advanced will provide high priority support to the City
during the immediate post -live period and the Warranty Period.
City of Vernon Schedule B: Project Scope of Work Page 32
Section 6 - Acceptance Testing
Section 6 - Acceptance Testing
Overview /Description
Acceptance testing is a key to the successful outcome of the implementation of CIS Infinity
at the City. As detailed in the Project Plan, testing occurs throughout the CIS Infinity
implementation process to ensure that all software configuration and conversion issues are
resolved prior to the Go Live.
The primary responsibility of Advanced is to test the CIS Infinity product, in terms of its
functionality operating as designed, without errors, and in a manner that meets the needs of
all of the users. The primary responsibility of the City is to test the product as it operates in
their working environment that includes data converted from the City's existing database
and configuration dictated by the City and completed by Advanced staff.
Testing falls into four main stages: Data Conversion, Soft Parallel, Custom Modifications
and Interfaces and Hard Parallel. During each phase, a set of test protocols is established and
must be completed.
Data conversion and soft parallel testing is undertaken by the users at the city, fottowing the
completion of the preliminary training. The training is designed to provide users with the
necessary skills to complete the required testing. Testing will ensure that users understand
the flow of the new software and provide an account by account test of calculations that will
demonstrate that the software is functioning as expected through the transition to Live.
Advanced will provide the appropriate worksheets to support the City's staff during testing.
Advanced will provide ongoing consultation each phase of the testing, particularly to ensure
immediate identification of major issues that may impact on the Live date.
Baseline Accounts
The City will select a group of baseline accounts prior to the completion of the first
conversion. Baseline accounts provide Advanced staff with a point of reference when
creating and reviewing the converted data. The baseline accounts will represent a cross -
section of account types and accounts handled differently than "normal" accounts. For
example, a sample of an account for each rate code, an account with automatic withdrawal,
accounts with multiple meters, and accounts with compound meters. The City will use these
baseline accounts to test each data conversion.
Quality Assurance
Advanced has a quality assurance team who tests the product for the City. Quality
Assurance is undertaken for all modules prior to installation.
City of Vernon Schedule B: Project Scope of Work Page 33
Section 6 — Acceptance Testing
Testing Protocols: Roles and Responsibilities
Advanced will provide testing protocols for each module.
The City's test team will be responsible for managing and executing tests of the
configuration of the control files, as exhibited in the completion of specific software
processes and comparison of the existing utility billing system to CIS Infinity. All anomalies
or issues identified during testing are provided to Advanced through the Service Wise
software. Each item must include specific account examples and is provided a Service Wise
identification number.
Advanced will review the issues submitted through Service Wise on a daily basis and is
responsible for issue resolution as it relates to CIS Infinity. Some will require the issuance of
a software executable, in order to resolve program errors. Once an issue is resolved,
Advanced will advise the City via Service Wise and indicate that testing of that item should
resume. The City will continue to re -test issues and run processes until it is confirmed that
all issues are resolved.
Advanced provides testing protocols for every aspect of CIS Infinity.
• Advanced Reports
• Bill Print
■ Payment Processing
■ Cash Register
■ Collections Module
• Critical Issues Checklist (Baseline Accounts)
■ Customer Inquiry
• Penalties
■ Letter Management
• Meter Reading Interface
■ Move In /Out
■ New Services
■ Advanced Reports
■ Rates Master File
■ Scheduler
■ Service Orders
• Pick -up Routines
• Task Management
• Meter Changes
City of Vernon Schedule B: Project Scope of Work Page 34
Section 6 — Acceptance Testing
As these worksheets are constantly updated, final versions will be available prior to the start
of testing.
An example of testing protocols for the Letter Management System and a sample
Conversion Test Worksheet are attached for reference.
Testing Phases
There are four primary phases of testing, as follows.
Data Conversion
• Advanced will provide Overview and Daily Process training to the City's
users.
• The City will select a series of Baseline Accounts which must include all
types of accounts and accounts expected to be problematic or complex, or
are large customers. Advanced will provide direction to the City during its
selection process.
■ Using the knowledge gained during Overview / Daily Process training, the
City will complete initial testing of the data and report issues through the
Conversion Worksheets provided by Advanced. The City's Project
Manager will compile the testing results and enter them into Service Wise
for review by the Advanced team.
■ Advanced will resolve issues and submit corrections to the City for re-
testing.
Functionality Testing (Soft Parallel)
■ Advanced will train the City's users on each major module, as outlined in
the Training Plan.
• Following each training exercise, the City will use the baseline accounts to
test the modules and processes learned through training. Issues will be
reported using the Testing Protocol worksheets provided by Advanced.
The City Project Manager will compile the testing results and enter them
into Service Wise for review by the Advanced team.
Advanced will resolve the issues and submit corrections to the City for re-
testing.
Configuration /Process Testing (Hard Parallel)
• Advanced will provide the End User Training, as outlined in the Training
plan.
■ Following the completion of user training, the City will conduct a hard
parallel test of the data and overall configuration of CIS Infinity. The hard
City of Vernon Schedule B: Project Scope of Work Page 35
Section 6 — Acceptance Testing
parallel test is defined as the comparison of all activity completed in the
current utility billing system with the same processes in the CIS Infinity
system. The City's Project Manager will compile the testing results and
enter them into Service Wise for review by the Advanced team.
• Advanced will resolve issues and submit corrections to the City for re-
testing.
City of Vernon Schedule B: Project Scope of Work Page 36
•
Section 6 — Acceptance Testing
Sample Testing Protocol and Conversion Test Report
SAMPLE TESTING PROTOCOL
FORM LETTERS / LETTER MANAGEMENT SYSTEM
TESTER: DATE: VERSION:
In Word, create a form letter ❑ Yes o No
and save it as a Word Template
in the CIS2 folder, documents
folder of the system you are
testin_.
Click on Add - Form Code is
system generated
Yes ❑ N
Form Description:
❑ Yes ❑ No
Form Name: must be exactly
as it appears in the Documents
folder, including the .dot
o Yes ❑ No
View / Change Bookmarks
a Yes ❑ No
Highlight bookmarks and click
on the Add button or double-
click
Yes a No
Use Group and Subgroup to
change bookmark selection
o Yes ❑ No
Remove a couple of
bookmarks
❑ Yes ❑ No
Once all the bookmarks are
added, click on Save Changes
o Yes o No
View / Change Form Letter
Yes ❑ No
Highlight and drag bookmarks
to the area within the form
letter you wish them to appear
❑ Yes o No
Save the changes to the Word
Template
❑ Yes ❑ No
City of Vernon Schedule B: Project Scope of Work
Page 37
1
Section 6 - Acceptance Testing
Click on Add
Yes o No
Print Date:
o Yes ❑ No
Letter Name generated
o Yes ❑ No
Letter Type:
(select newly created form
letter)
❑ Yes ❑ No
Check "Save Letter" Box
Yes ❑ No
Create Letter
o Yes o No
Mark Letter as being
Printed: NO
o Yes o No
Save
Yes o No
Edit
o Yes ❑ No
Search for customer /account
Group:
Sub- Group:
Bookmark 1:
o Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No
Bookmark 2:
❑ Yes ❑ No
Bookmark 3:
❑ Yes ❑ No
Bookmark 4:
❑ Yes ❑ No
Type letter in AdHoc Letter
Preview
Create Letter
❑ Yes ❑ No
❑ Yes 0 No
Print Letter from Word
❑ Yes ❑ No
Mark the Letter as being
printer: YES
Save
❑ Yes ❑ No
❑ Yes ❑ No
City of Vernon Schedule B: Project Scope of Work Page 38
Section 6 — Acceptance Testing
Sample Conversion Test Report - Commercial Account Sample
Check the following tabs for the information
CUSTOMER TAB
SERVICE ADDRESS TAB
CUSTOMER/ACCOUNT TAB
Starbucks Coffee
Current System
CIS Infinity
ANOMALIES
Account #
156253868 -01-01
156253868
Customer #
Account status
Account type
Owner /tenant
Name type
Primary customer
Secondary name
Service address
SIC code(Canadian clients only)
Cycle
Book
SERVICES TAB
Yes
no
Does this account have the right services?
Have all the services converted?
Has the correct bill code for each service converted correctly?
SERVICE ONE
Bill Code:
Meter One
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
City of Vernon Schedule B: Project Scope of Work
Page 39
Y �
Section 6 — Acceptance Testing
City of Vernon Schedule B: Project Scope of Work
Page 40
Date installed
Call #
Meter Two
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
Meter Three
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
SERVICE TWO
Bill Code
Meter One
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
City of Vernon Schedule B: Project Scope of Work
Page 40
Section 6 — Acceptance Testing
City of Vernon Schedule B: Project Scope of Work
Page 41
Billing multiplier
Units of measure
Date installed
Call #
Meter Two
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
Meter Three
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
SERVICE THREE
Bill Code
Meter One
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
City of Vernon Schedule B: Project Scope of Work
Page 41
1
Section 6— Acceptance Testing
City of Vernon Schedule B: Project Scope of Work
Page 42
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
Meter Two
Current System
CIS Infinity
ANOMALIES
Meter tt
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
Meter Three
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
City of Vernon Schedule B: Project Scope of Work
Page 42
Section 6 — Acceptance Testing
SERVICE FOUR
Bill Code
Meter One.
Current System
CIS Infinity
ANOMALIES
Meter
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call#
Meter Two
Current System
CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
Meter Three
Current System
- CIS Infinity
ANOMALIES
Meter #
Meter type
Remote type
Dial(s)
Billing multiplier
Units of measure
Date installed
Call #
City of Vernon Schedule B: Project Scope of Work
Page 43
Section 6 Acceptance Testing
ADDRESS TAB
ANOMALIES & ADDITIONS
Addresses
Phone #
Internet Addresses
READING HISTORY TAB
Is all the history present?
Yes
no
Does this customer have any other addresses in addition to the service address?
(For example mailing address, property owner, forwarding address.)
Read date
Did the phone #s, fax #?, business # and/or email address convert correctly?
Meter #
ANOMALIES & ADDITIONS
Addresses
Phone #
Internet Addresses
READING HISTORY TAB
Is all the history present?
Current System
CIS Infinity
Is there history for each service?
Read date
Is the right history on the right service?
Meter #
Are there any dates passing?
Did the read type convert properly?
Have all the previous read dates converted (including dates for flat rate services)?
Read status
Look at the last reading (which is the first record you see on the screen) and check die following:
City of Vernon Schedule B: Project Scope of Work
Page 44
Current System
CIS Infinity
ANOMALIES
Read date
Meter #
Meter type
Read status
Previous read
Current read
Multiplier
# of days
Usage
City of Vernon Schedule B: Project Scope of Work
Page 44
Section 6— Acceptance Testing
City of Vernon Schedule B: Project Scope of Work
Page 45
TRANSACTION HISTORY TAB
flO
Check the Total Tab for the A/R balance
Is them a tab for each of the A/R types?
Do you see transactions in the grid?
Check the balances owing
Do all the A/R's have the correct balance?
Are all of the credits and debits showing?
TRANSACTION HISTORY
DEPOSIT SUB TAB
TAB
Current System
CIS Infinity
ANOMALIES
Does this customer have a deposit?
Is there a date beside the deposit? ,
NOTES AND COMMENTS
TAB
Current System
CIS Infinity
ANOMALIES
Are there comments for this customer?
City of Vernon Schedule B: Project Scope of Work
Page 45
Section 7 - Project Implementation Plan
Section 7 — Project Implementation Plan
....
Implementation Plan
The Project Plan for the City identifies the activities and resources required for the
successful installation of CIS Infinity, based on six month implementation timeline. During
the Orientation meetings at the beginning of the implementation, Advanced and the City will
finalize the project plan within the timeframe agreed upon in this Scope of Work. The
Project Plan includes key phases, activities, tasks, milestones and deliverables.
Months One and Two
Project Start Up
Project Team assembled. Agenda for Orientation
Meeting approved by both team prior to
beginning of planning stage of the project.
Advanced
Project Manager
Orientation
During this initial stage, the Advanced Project
Manager and technical team, on site at the City,
will interview all related departments to establish
the conversion, technical set-up and training
phases of the project. This is the critical first step
that will drive the project.
Project Manager
Technical team
(includes
implementation
specialists)
Project Manager
Cash Staff
Billing Staff
Collections Staff
Technical Staff
Metering Staff
Accounting Staff
Data Extraction
Technical staff at the City will extract the first set
of data and detailed information on file structures
/ screen prints from current billing system and
forward to Advanced so that the conversion
process can begin. Data mapping begins as part of
data quality assessment.
Project Manager
Technical Team
Training
Specialists
Project Manager
Technical
Department
Initial Conversion
A unique conversion routine will be prepared and
conversion to the new interface undertaken. The
City Team will be available for further interviews
coordinated through the Project Managers.
Project Manager
Conversion Team
Technical Team
Testing Team
Project Manager
Cash Staff
Billing Staff
Collections Staff
Technical Staff
Metering Staff
City of Vernon Schedule B: Project Scope of Work
Page 46
Section 7 - Project Implementation Plan
Initial Configuration
Configuration / Control file manipulation of
system for the City. During this period, members
of the City team will be available for further
interview / clarification of processes performed as
coordinated through the Project Managers.
Project Manager
Conversion team
Technical team
Testing Team
Project Manager
Cash Staff
Billing Staff
Collections Staff
Technical Staff
Metering Staff
Accounting Staff
Installation
Installation of software and data on server. Client
installs for all using CIS Infinity.
The City technical staff to work closely with
Advanced installers. Data conversion ongoing -
data mapping, error tracking, programming.
All necessary hardware and software to be in
place and tested on network prior to installation.
Technical Team
Conversion team
Project Manager
Technical Staff
Month Three and Four
Overview / Daily Process Training
Overview training to be performed at the City.
Three days are required for a complete
overview, with classes of 8 users.
Classroom training will ensure the basics of
system operation are provided, and that system
features are presented and understood.
Project Manager
Training Specialists
Project Manager
All Staff - the
City, Utility
billing
City of Vernon Schedule B: Project Scope of Work
Page 47
Section 7 - Project Implementation Plan
4;1 &
' & I ;'; Team
Conversion / Testing
A modified conversion routine will be run to
correct anomalies identified by the City team.
Re-testing of identified issues will be necessary.
Project Manager
Technical Team
Conversion Team
Testing Team
Project Manager
Technical Staff
Cash Staff
Billing Staff
Collections Staff
Technical Staff
Metering Staff
Collections Training
Training to be performed at
Process / Cash (1 day) / Collections).
the City (Daily
Training Specialist
Project Manager
CSRs
Cash Staff
Billing Staff
Billing Training
Classroom Billing Training to be performed at
the City.
Training Specialist
Project Manager
Billing Staff
System Configuration Continues
Set-up activities on-going - conventional set-up,
product tests, development activities if required.
Project Manager
Technical Team
Testing Team
Project Manager
Technical Staff
Remaining Training
Asset Management Training, Reports Training,
Month End/Year End Processes, Administrator,
Service Orders, Scheduler
Project Manager
Training Specialists
Project Manager
Metering
Department
Accounting Staff
City of Vernon Schedule B: Project Scope of Work Page 48
Section 7 — Project Implementation Plan
Soft Parallel
The City will undertake soft parallel processes
(testing of all processes learned through
training). This will help identify further
conversion issues not found during the
conversion- testing phase and will familiarize
staff with the new interfaces.
Training will address how to identify, prioritize
and report issues to the Project Manager
Training services shift from a classroom setting
to "at- the - elbow ", direct assistance. This
training assists users learning the software and
provides users with direction on how to deal
with "live" problems.
A successful soft parallel is heeded prior to
moving forward. Approval required before
proceeding.
Project Manager
Trainer
Technical Team
Conversion Team
Testing Team
Project Manager
Metering Staff
Accounting Staff
Billing Staff
Cash Staff
CSRs
Month Five and Six
Refreshed Data Conversion
A new, refreshed data conversion will be run to
bring both systems to the same timeframe.
New data will be extracted and forwarded to
Advanced staff at month end close off of the
current billing system.
Project Manager
Conversion Team
Technical Team
Project Manager
Technical Staff
Accounting Staff
City of Vernon Schedule B: Project Scope of Work
Page 49
Section 7 — Project Implementation Plan
City of Vernon Schedule B: Project Scope of Work
Page 50
Trial. Balance
Project Manager
Project Manager
A trial balance will be necessary to ensure that all
Technical Team
Accounting Staff
dollars (A/R and Deposit) are being transferred
through the conversion process. The trial balance
will mark a key milestone in terms of moving
forward to the hard parallel.
Conversion Team
Advanced staff will work with the City team to
ensure that there is a system balance (to the
penny, aside from identified, unavoidable, agreed
upon issues that arise) as the live date approaches.
Hard Parallel
Project Manager
Project Manager
The City will undertake a hard parallel that will
Training Specialist
Technical Staff
include all processes being compared in both
systems — old and new. This will include all
Technical Team
Cash Staff
interface testing / parallel that is necessary and
Conversion Team
Billing Staff
finalization of bill print, notice, letters and service
order output.
Testing Team
Collections Staff
Technical Staff
Training continues to ensure that users understand
the new software. At this time, Advanced trainers
will ensure that users understand both the CIS
solution and CIS Infinity.
Metering Staff
Accounting Staff
Advanced staff will work with the City team to
perfect the operating system as the live date
approaches.
Approval will be required prior to moving
forward to go live.
City of Vernon Schedule B: Project Scope of Work
Page 50
•
0
Section 7— Project Implementation Plan
Transition to Live
Milestones
Advanced Team
,
Final Data Conversion
A final data conversion will be run to ensure both
systems are running on the same timeframe. Any
data previously excluded will be extracted and
forwarded to Advanced staff as before. Final data
conversion will take place. Accuracy and
completeness testing continues with both the
Advanced and the City teams ensuring results are
as planned.
Project Manager
Conversion Team
Project Manager
Technical Staff
Accounting Staff
.
LIVE
Final Balance will be achieved and approval of
balance obtained. Final check of all control files
and clearing of temporary files from testing will
be cleared. A down day will ensure that final
checks are in place prior to moving to the LIVE
on the system.
Project Manager
Trainer
Technical Team
Conversion Team
ng Team
Training .
Project Manager
City Staff
Post — LIVE
A post-live strategy will be developed during the
project. This will include any outstanding
implementation issues. This will also include
post-live training necessary on any re-designed or
new processes that are necessary.
If hours are available, Advanced will be on site
for the first billing with a trainer and
implementation specialist to ensure a smooth
transition.
The Project Managers from both teams will
monitor post live activities through the warranty
period to ensure that all outstanding issues are
addressed and to ensure a successful transition to
the new billing system.
Project Manager
Training Specialists
Technical Team
Project Manager
All Users
City of Vernon Schedule B: Project Scope of Work
Page 51
Work Back Plans
Section 7 - Project Implementation Plan
The Project Plan above identifies the activities and general milestones associated with a
typical implementation of CIS Infinity. Advanced utilizes work back plans in addition to the
timeline above in order to highlight specific roles and responsibilities of each milestone. A
sample work back plan is provided below. Once the project begins, the project managers
from both organizations will work together to identify the roles and responsibilities and
specific timeframe for each milestone.
Sample Conversion Work Back Plan
Data extracted from the current database and
uploaded to the Advanced 1-TP site.
CDs to be couriered to Advanced.
Client Technical Team
Record Count Document to be completed and
returned with data
Conversion/Configuration
Advanced Technical
Team
Preparation of new data
In house up-size complete
Preparation of CD
Cut CD for delivery - upload data to FT P site
Client Up-size
On-site up-size completed
City of Vernon Schedule B: Project Scope of Work
Page 52
Section 8 - Training
Section 8 - Training
Overview
The primary responsibility of Advanced is to train users on the CIS Infinity product, using
the functionality as it is designed to operate and taking into consideration the software
configuration completed based on the BizProfiler questionnaire. The primary responsibility
of the City is to overlay its business processes with the functionality available in CIS Infinity
and ensure, via testing, that CIS Infinity is operating in a way that meets its organizational
requirements.
Classroom Training
Training will be performed based on the training plan that is prepared by the project
managers from both teams to ensure that the needs of the users are met at the City.
All staff will be trained according to their job requirements. Training is usually conducted
over four consecutive weeks.
Training assumes a maximum of ten (10) users for Overview / Daily Process training and
eight (8) users for all other classroom sessions.
On the Job Learning
The Training Plan also includes a section for On the Job Learning. Advanced has found On
the Job Learning to be highly effective in supplementing regular classroom training. On the
Job Learning meets the learning needs of users who perform more technical or complex
tasks, and/or users with unique leaming needs.
For example, On the Job Learning is quite often the best solution for users who upload and
download meter reading files and for those representatives that perform and monitor billing
at the client site.
On the Job Learning is a supplement to classroom training, and is ideally delivered one -to-
one or in small groups of 2 or 3. It is conducted with the user at their workstation with the
trainer's guidance.
Sequence of training modules
The following draft sequence of training was developed based on examples of training
schedules from previously implemented customers of Advanced. This schedule may change
to take into account information gathered during ongoing discussions.
The skill level of the City's users (particularly their experience with Windows) and the way
staffing resources are allocated (whether staff is assigned individual aspects of the billing
process or whether all staff uses all aspects) are the primary factors which will be taken into
consideration when a final training plan is determined.
City of Vernon Schedule B: Project Scope of Work Page 53
•
•
Section 8 — Training
Classroom Training
City of Vernon Schedule B: Project Scope of Work
Page 54
Sequcnce
Training Module
Duration of Training
1
Overview and Daily Process
3 days
2
Payment / Adjustment Processing
1 day
3
Collections
2 days
4
Service Order Processing and
Creation
1.5 days
5
Billing
2 days
6
Reports
1 day
7
Electric Meter /Service
Management
1 day
8
Water Meter /Service
Management
1 day
9
GL & Month/Year End
.5 day
10
Security
.5 day
11
Scheduler
.5 day
12
System Administration
2 days
Tel Nam l er of Classroom Days
16 days
City of Vernon Schedule B: Project Scope of Work
Page 54
Section 8- Training
On the Job Learning
Throughout the implementation phase and the first several weeks live on CIS Infinity users
will have full access to the same Advanced Training Specialists who trained them. This
ensures Advanced is totally familiar with the needs of users and that users have a high level
of comfort when they first go live on the system. Our commitment to training and client
support means that we do not leave until your staff has everything they need to do their jobs.
Sequence
Number
Training Module
Participants
Duration
1
Billing Processes - Practical
Application & Structured
Practice Time
All users expected to process
billing who may benefit from
additional scheduled practice
time under the guidance of a
training specialist.
4 days
2
Customer Service Processes -
Practical Application &
Structured Practice Time
All users expected to process
daily customer service
functions who may benefit
from additional scheduled
practice time under the
guidance of a training
specialist.
3 days
3
Hard Parallel
All. Staff as they parallel their
normal functions on both
systems and encounter
questions
4 days
4
Live Week / Post Live Week
All Staff as they process their
normal functions during the
first week of live and
encounter questions
8 days
Total On the Job Learning Days
City of Vernon Schedule B: Project Scope of Work
Page 55
Summary of Training Days
Section 8 - Training
Type of Training
Days
Total Classroom Training Days
16 days
Total On the Job Learning Days
19 days
Total Days
35 days
Training Courses
Overview / Daily Process Training
Prerequisite: None. Overview training is the first in the series and is a prerequisite for most
other courses.
Overview training should be taken by anyone who will be using the system — on a regular or
irregular basis. The training focuses on the Main Customer Service Form. Daily Processing
training will prepare Customer Service Representatives, or other staff who regularly access
customer accounts, to provide basic information, to search for accounts and answer basic
customer service questions.
The objective of this course is to enable the participant to confidently navigate the Main
Menu, the Main Customer Service form and search for customers. Users will end the course
with a basic understanding of the structure of the system and some of its basic concepts.
Software Function
• Core product concepts
• Online help
• Searching
■ Basic inquiry
■ All customer and account information tabs
• Changing customer information
• Meter and/or service changes
• Changing address information
City of Vernon Schedule B: Project Scope of Work Page 56
Section 8 - Training
• Interpreting and manipulating reading, transaction and billing history
• Printing copies of bills
■ Requesting to cancel bills
• Lining to equipment inventories
• Maintaining customer contact information
• Generating ad hoc and form letters
• Processing moves
■ Auto generation of actions
• Manually entering readings
■ Making payment arrangements
• Generating tasks
• Updating customer notes
■ Entering meter reading notes
• Quoting and managing deposits and pre - authorized payment plans
• Advanced searches and filters
Billing Training
Prerequisite: Overview training, Daily Processes training
Requirements: Attend with updated, date appropriate billing journals. The accounts on
these journals can be used for training examples with manual, final, cancelled and regular
bills.
Billing training is necessary for anyone producing or adjusting any type of bill.
Participants will learn how to process bills, check for anomalies, and how to deal with final
bills and billing adjustments. They will also learn about other `billing related' features within
CIS Infinity.
Software Function
• General billing concepts
• Manual bills
■ Final bills
■ Cancelled bills
■ Regular /cycle bills
City of Vernon Schedule B: Project Scope of Work Page 57
• Online billing
• Miscellaneous billing features
• Interpreting billing journals
Section 8 - Training
• Billing information on the customer account inquiry form
Payment / Adjustment Processing
Prerequisite: Overview training, Daily Processes training
Requirements: Course participants should bring with them either date appropriate, payment
stubs that have already been updated to the production system or a list of accounts with a
debit AR balance. They will use these accounts to mimic entering cash payments.
In Cash Processing, participants will learn either `heads up' cash processing (for example,
taking payments from customers) or `heads down' cash processing (for example, processing
payments from the mail).
This session will teach participants how to enter cash, produce cash reports and how to
balance cash batches and look for anomalies.
In Cash Register training, participants will learn `heads up' cash processing (dealing with
customers at the counter).
Participants will learn how to enter cash, produce cash reports and how to balance cash
batches and look for anomalies.
Software Function
• Cash, adjustment, deposit processing
■ Interpreting journals
• Updating payment / adjustment batches
• Retrieving archived batches
• Payment information on the customer account inquiry form
• Entering payments
• Producing cash reports
• Balancing cash batches
• Finding anomalies
City of Vernon Schedule B: Project Scope of Work Page 58
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City of Vernon Schedule B: Project Scope of Work Page 59
■
Section 8 — Training
Collections Training
Prerequisite: Overview training, Daily Processing
The Collections training will cover all aspects of the utility's collections routines.
Participants will learn how to process penalties and notices, how to allow for exemptions,
record a bankrupt account, record collection agency information, set up disconnects and
reconnects and make single and group payment arrangements. The Collections training will
show participants how to follow through an account from the first to last step in the
collection process.
Software Function
• Notice routine
• Penalty /discount routine
• Credit Rating System
• Single and Group Payment Arrangements
• Collections Exemptions
• Disconnects & Reconnects
• Bankruptcies
• Collection Agencies
• Write off System
Creating and Managing Service Orders
Prerequisite: Overview training
Note: Generating Service Orders could be included in this session.
This training session is intended for those users who would be responsible for creating new
service order template documents — for either field or internal work.
Participants will also learn how to manage the service order system, create reports and
produce multiple service orders.
Software Function
• Creating Service Order form templates
Service Order Management form
• Service Order system control forms
■ Service Order reports
• Closing service orders from Billing and Meter Changes
• Producing a Service Order from the Meter Management form
City of Vernon Schedule B: Project Scope of Work Page 59
Section 8 — Training
Reports Interface Training
Prerequisite: Overview training
This session is intended for those users that are expected to produce reports from the system.
The training can be further broken down into the type of reports, for example — customer
management reports, asset management reports or accounting reports.
Software Function
■ Standard Report interface
• Accounting reports
• Customer reports
• Asset management reports
■ Pre- authorized payment reports
• Service order reports
• Quick reports
• Advanced Search
• Filter
Month / Year End Processes
Prerequisite: Overview training, Reports Interface training
This session is intended for those users that are involved in the monthly or yearly minor
accounting processes like closing an old month and opening a new month, producing
reconciliation reports and other detailed reports for analysis.
Software Function
Month end procedures
• Year end procedures
• Auditing service orders
• Write off system
• Deposit refunds
■ General Ledger interface
City of Vernon Schedule B: Project Scope of Work Page 60
Section 8 — Training
System Administrator Training
Prerequisite: Overview training
This session is intended for the non - technical administrators of the system (department
supervisors or system administrators) who will be expected to make changes to the system
rules to suit user needs.
Participants will be shown how to manipulate Control forms in order to meet their
departmental needs. They will also be shown how to add new users to the system and
provide them with tailored menus, how to administer service orders, use the task system, the
letter system and the credit rating system.
Software Function
• Editing and establishing user menus
■ System control forms
■ Task system
• Service Order Management form
• Letter system
• Credit rating system
Advanced search/filter
Reports
• Month/year end
■ Understanding system dates
Conclusion
The Training Plan outlines the training modules designed to serve core and end users,
through a combination of classes that address varying skill levels and needs.
Changes to the Training Plan will only be made following consultation between the
Advanced Project Manager and the City's Project Manager.
City of Vernon Schedule B: Project Scope of Work Page 61
Schedule "C"
Support Agreement
This support agreement (the "Agreement ") is entered into pursuant to a software
license and implementation agreement (the "Software License and Implementation Agreement ")
dated , 2005 between Advanced Utility Systems Corporation
( "Consultant ") its principal place of business at 2235 Sheppard Avenue East, Suite 1400,
Toronto, Ontario, M2J 5B5, and City of Vernon ( "Organization "), with its principal place of
business at 4305 Santa Fe Avenue, Vernon, California, 90058 and becomes effective
immediately upon the expiry of the Warranty Period.
Unless otherwise defined herein, all defined terms used herein shall have the
meaning ascribed to them in the Software License and Implementation Agreement.
1. Subject to the terms and conditions of this Agreement, Consultant shall provide
subscription and support service which includes revisions, updates and enhancements to
CIS Infinity and related materials for the version of CIS Infinity specified in Schedule
"A" attached to the Software License and Implementation Agreement.
Subject to the terms and conditions of this Agreement, Consultant shall provide software
support via telephone and electronic mail, and site visits when necessary consistent with
the hours of operation for Gold Level Support, all as described in Exhibit 1 hereto and in
effect as of the date hereof and provided to the other licensees of Consultant who
subscribe for "Gold Level Support", as such services may, at the discretion of Consultant,
be modified or supplemented from time to time (provided that any changes generally
apply to all licensees of Consultant who subscribe for the same level of support). To
enable Consultant to provide effective support, the Organization will establish auto
remote access based on remote access procedures compatible with Consultant's practices.
For emergency situations occurring on Consultant's observed holidays, Consultant will be
available to the Organization by pager number and electronic mail to provide support.
In consideration for the support services specified in Section 2, Organization shall pay the
Annual Support Fee set forth in Schedule "D" attached to the Software License and
Implementation Agreement. Consultant may change the Annual Support Fee from time
to time, provided that any such change must be made for substantially all clients of
Consultant who have subscribed to the same level of support. In addition to the Annual
Support Fee, Organization shall reimburse Consultant for its direct expenses in providing
support services pursuant to this Agreement, including, but not limited to:
(a) courier services;
(b) photocopying, faxing and reproduction services;
(c) all reasonable travel costs, including a travel time rate of $50.00/hour, meal
expenses of not more than $50.00 per diem (receipts provided) and a mileage
charge of $.29/km;
(d) long distance telephone calls; and
C -1
(e) all other reasonable expenses incurred in the performance of Consultant's duties
hereunder.
Consultant may update its reimbursement policies 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 Consultant.
All support services provided by Consultant to Organization other than those specified in
Section 2 (such as, but not limited to, on -site support), shall be provided to Organization
by Consultant at Consultant's then prevailing prices, hourly rates, policies and terms. For
certainty, any updates of, or enhancements to, the Software will be made available to
Organization free of charge (with respect to the actual updates or enhancements), but all
services provided by Consultant with respect to such updates or enhancements will be
subject to the Consultant's then - prevailing prices, hourly rates, policies and terms,
meaning that such then - prevailing prices will apply to matters such as set -up and training
relating to such updates or enhancements.
5. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or
other governmental charges.
6. The initial term of this Agreement shall be for one year beginning on the date set out
above. The Agreement shall continue thereafter on an annual basis provided that
Organization shall pay the then prevailing Annual Support Fee set forth in Schedule "D"
attached to the Software License and Implementation Agreement, unless terminated by
either party upon giving to the other not less than 90 days notice in writing prior to the
end of the first year or any subsequent anniversary of such date. If the Support
Agreement is terminated by Organization, it shall be entitled to retain the Software
licensed to it as at the date of such termination, but it will relinquish its rights to receive
upgrades of, or enhancements to, the Software, services for the Software, or access to the
Source in escrow upon the occurrence of any event specified in Section 2.7(d) of the
Software Licence and Implementation Agreement. For certainty, and without mitigating
the application of the Software Licence and Implementation Agreement during the term
of this Support Agreement, the terms and conditions of the Software Licence and
Implementation Agreement relating to the license of the Software and the Documentation
and the rights and obligations of the parties with respect thereto will continue to apply to
Organization following the termination of this Agreement.
Title to and ownership of all proprietary rights in the Software and all related proprietary
information shall at all times remain with Consultant, and Organization shall acquire no
proprietary rights by virtue hereof.
Unless terminated pursuant to Paragraph 6 hereof, this Agreement shall remain in full
force and effect except as terminated as follows:
(a) if either party neglects or fails to perform, observe or cure within (30) days of
written notice of such failure to perform any of its existing or future obligations.
C -2
(b)
If Organization attempts to assign this Agreement or any of its rights hereunder, or
undergoes a Reorganization, without complying with the Software License and
Implementation Agreement.
Unless otherwise agreed to by the parties, all notices required hereunder shall be made in
accordance with the provisions of the Software License and Implementation Agreement.
10. Either party's lack of enforcement of any provision in this Agreement in the event of a
breach by the other shall not be construed to be a waiver of any such provision and the
non- breaching party may elect to enforce any such provision in the event of any repeated
or continuing breach by the other.
11. A valid contract binding the parties hereto shall come into being only upon execution of
this Agreement by a duly authorized agent, officer or representative of both parties.
12. This Agreement is the exclusive statement of the entire support agreement between
Consultant and Organization. No change, termination or attempted waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party against whom
the same is sought to be enforced.
13. The parties hereto agree that the terms and conditions contained herein shall prevail
notwithstanding any variations on any orders submitted by Organization.
14. The particular provisions of this Agreement shall be deemed confidential in nature and
neither Organization nor Consultant shall divulge any of its provisions as set forth herein
to any third party except as may be required by law.
15. (a) Termination of this Agreement shall not affect any right of action of either party
arising from anything which was done or not done, as the case may be, prior to the
termination taking effect.
(b)
The Organization and the Consultant recognize that circumstances may arise
entitling the Organization to damages for breach or other fault on the part of the
Consultant arising from this Agreement. The parties agree that in all such
circumstances the Organization's remedies and the Consultant's liabilities will be
limited as set forth below and that these provisions will survive notwithstanding
the termination or other discharge of the obligations of the parties under this
agreement.
(i) FOR BREACH OR DEFAULT BY THE CONSULTANT OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT,
INCLUDING A BREACH OR DEFAULT ENTITLING THE
ORGANIZATION TO RESCIND OR BE DISCHARGED FROM THE
PROVISIONS OF THIS AGREEMENT AND WHETHER IN THE
NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL
BREACH, THE ORGANIZATION'S EXCLUSIVE REMEDY, IN
ADDITION TO ELECTING IF SO ENTITLED TO RESCIND OR BE
C -3
DISCHARGED FROM THE PROVISIONS OF THIS AGREEMENT,
SHALL BE PAYMENT BY THE CONSULTANT OF THE
ORGANIZATION'S DIRECT DAMAGES TO A MAXIMUM
AMOUNT EQUAL TO, AND THE CONSULTANT SHALL IN NO
EVENT BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES
ACTUALLY PAID BY THE ORGANIZATION TO THE
CONSULTANT UNDER THIS AGREEMENT DURING THE THEN -
CURRENT TERM OF THE AGREEMENT UP TO AND INCLUDING
THE DATE OF TERMINATION.
(ii) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL
THE CONSULTANT BE LIABLE FOR, ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES EVEN IF THE CONSULTANT HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE
CONSULTANT SHALL NOT BE LIABLE FOR LOST PROFITS, LOST
BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED
SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY
KIND, OR FOR ANY CLAIM WHATSOEVER AGAINST THE
ORGANIZATION BY ANY OTHER PARTY.
(iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM,
DEMAND OR ACTION BY THE ORGANIZATION IRRESPECTIVE
OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING
SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT
LIMITED TO, BREACH OF CONTRACT OR TORT.
16. 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.
17. 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 the
Consultant arising out of or in connection with this Agreement, notwithstanding any
remedy otherwise available at law or in equity.
18. This Agreement shall be governed by, subject to and construed in accordance with the
laws of the State of California.
19. This Agreement may not be assigned by the Organization unless, concurrently with any
such assignment, the Organization assigns its rights under, and complies with the
provisions of, the Software License and Implementation Agreement.
C -4
20. This Agreement shall be binding upon the successors and assigns of the parties and enure
to the benefit of the successors and permitted assigns of the parties.
21. Time shall be of the essence of this Agreement.
22. 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 herein contained and any such invalid provision or covenant shall be deemed to
be severable.
23. The parties shall do all such things and provide all such reasonable assurances as may be
required to consummate the transactions contemplated hereby, and each party shall
provide such further documents or instruments required by any other party as may be
reasonably necessary or desirable to effect the purposes of this Agreement and carry out
its provisions.
24. This Agreement may be executed in counterparts (whether by facsimile signature or
otherwise), each of which when so executed shall constitute an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement to be
effective as of the date first written above.
ADVANCED UTILITY SYSTEMS
CORPORATION
Per:
Name: Patricia Sorbara
Per:
Name: ' hilip Pla
Title: Vice- President
CITY OF VERNON
Per:
Name:
Title:
Per:
Name:
Title:
C -5
•
EXHIBIT 1
Common Components:
• Full access to new software upgrades and product releases
• Access to your own Support Web page
• Access to Support Knowledge Base via the Web
• Access to Frequently Asked Questions page via the Web
• Access to useful Advanced Searches via the Web
• Access to Build Logs and Build Download via the Web
• Access to the Support Department via the Web, e-mail, fax and 1 -800 Support Hot Line
• Regular updates issues to users regarding the status of your support items and the option
of having them posted on your Web page
Gold Components:
• 24 hour, 7 days a week Support (weekends must be scheduled in advance). This pertains
not just to the support desk, but also to activities during evening and night hours when the
system is not in use (for example, Builds)
• Up to five Individual Users may send items to the Support Department for investigation
• All changes to documents requiring less than 30 minutes to complete, for example, Bill
Prints, Form Letters and Notices
+ Two Days of Workshop Training at Advanced Utility Systems provided free of charge to
a User at your organization (per year)
Set -up and support of a test system at your organization, and training for your staffon
how to maintain the test system
Schedule "D"
Fee Structure and Payment Schedule
Note: Fees for Services listed below are based on best estimates of the number of hours of work
required to complete the Services outlined on Schedule "B" to this Agreement.
Accordingly, the total of such fees will increase or decrease as the number of actual
hours worked is greater than or less than such estimates.
Payment Schedule:
A. Licence Fees:
1. On execution of this Agreement: (25% of license fee) $16,250.00
2. On completion of Set -up and Installation:(75% of licence fee) $48,750.00
Consulting and Training Fees:
Invoiced monthly on the basis of actual hours of work to the completion of the project.
Annual Support Fee $16,250.00
Units
Unit Cost
Total
Software Licenses
CIS Infinity Server Licenses
1
$50,000
$50,000.00
CIS Infinity User Licenses
5
$ 3,000
$15,000.00
Professional Services
Conversion
300
$130
$39,000.00
Installation and Configuration
800
$130
$104,000.00
Training
350
$130
$45,500.00
Project Management
300
$130
$39,000.00
Total
$292,500.00
Payment Schedule:
A. Licence Fees:
1. On execution of this Agreement: (25% of license fee) $16,250.00
2. On completion of Set -up and Installation:(75% of licence fee) $48,750.00
Consulting and Training Fees:
Invoiced monthly on the basis of actual hours of work to the completion of the project.
Annual Support Fee $16,250.00
SUPPORTING
DOCUMENTS
8.16 Further Assurances
The parties shall do all such things and provide all such reasonable assurances as
may be required to consummate the transactions contemplated hereby, and each party shall
provide such further documents or instruments required by any other party as may be reasonably
necessary or desirable to effect the purposes of this Agreement and carry out its provisions.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
on the day and year first written above.
ADVANCED UTILITY SYSTEMS
CORPORATION
Per:
Name: hilip P1
Title: Vice - President
CITY OF VERNON
Per:
• Leonis C. Malbu
Title: Mayor
ATTEST:\
Per:
APPROVED AS TO FO
Eric T.'i esch City Attorney
ruce V. Malkenhorst, Jr.
Title: Acting City Clerk
CITYOFVNON
4305 SANTA FE AVENLIE
VERNON, (cA32Ist)F°58R.4‘ °°54105
38811914-4
PAY TO, ..
fH(''
Cfg) fRI;ii:
Bank pth,, rtierica CHECK
16/6B NUMBER 308387
CHECK DATE
14 20 6:5;
CHECK AMOUNT
$16 g54 00
DAYS
030E13871' 'L 2200066 LI: iallScilluq04830
CITY OF VERNON • 4305 SANTA FE AVE • VERNON, CALIFORNIA 90058-0805
'VENDOR NO.
VENDOR NAME
DATE CHECK ISSUED
CHECK NO.
ADVANCE UTILITY SYSTEMS
10/20/05
308387
CITY ACCOUNT NUMBER
YOUR INV. NO.
YOUR INV. DATE
PAYMENT DESCRIPTION
DISC. TAKEN
NET AMT. PAID
011-500-1004-9000
LICENSE FEES FOR CIS INFINITY
SOFTWARE
FILE DATE: 11/02/05cm
16,250.00
•
BILL TO
City of Vernon
Attention: Willard Yamaguchi
4305 Santa Fe Ave
Vernon, CA 90058
Invoice
DATE
INVOICE NO.
9/26/2005
849
DESCRIPTION
QTY
RATE
AMOUNT
25% of License Fees for CIS Infinity Software due
on Execution of Agreement
APPROVED FOR PAYMENT
CHARGE V!
DATE.
C
- Sts-R62
MORSEL
16,250.00
16,250.00
TOTAL US$16,250.00
2235 SHEPPARD AVENUE EAST SUITE 1400 TORONTO ONTARIO M2) 5B5 TEL (416) 496 0149 FAX (416) 496 3910 www.advancedutility.c0m