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Ordinance No. 11,447ORDINANCE NO. 11,447 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN. TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT FOR THE PURCHASE OF AN INTEGRATED CUSTOMER RELATIONSHIP MANAGEMENT (CRM)/ENTERPRISE RESOURCE PLANNING (ERP) SOFTWARE PACKAGE FROM NEW WORLD SYSTEMS: AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE MILLION FIVE HUNDRED THIRTY THOUSAND SEVEN HUNDRED AND NO /100 DOLLARS ($1.530.700.00): MAKING OTHER PROVISIONS RELATED THERETO, AND PROVIDING FOR THE EFFECTIVE: DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown. Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to an agreement for the purchase of an integrated Customer Relationship Management (CRM) /Enterprise Resource Planning (ERP) software package from New World Systems. A copy of the agreement is attached hereto, marked Exhibit "A." and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Pierce Goodwin Alexander & Linville, Inc.. in an amount not to exceed ONE MILLION FIVE HUNDRED THIRTY THOUSAND SEVEN HUNDRED AND NO /100 DOLLARS ($1.530,700.00) for software package in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority, to approve a decrease or an increase in costs by TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) or less. provided that the amount authorized in Section 2 hereof may not be increased by more than twenty -five percent (25 %). INTRODUCED. READ, and PASSED by the affirmative vote of the City Council of the Ci Baytown, this the 9t1i day of September, 2010. AA7 APPROVED AS TO FORM: Ae NAC�OR MIR EZ, SR., t Attorney DAVID MCCARTNEY,Vayor ProNem cobsrn•lUegal'KarenTilesCil} Council'. ordinances20I0\Septcmber9 '.Nc,,WorldSoftwarePaekage.doc Exhibit "A" "Neu v Moo -16-1 Sy .�Ie» 1s Nv, I't;b!:c kvtor r:owlt rn STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT August 26, 2010 This Standard Software License and Services agreement which includes the attached Exhibits ("this Agreement ") is between New World Systems* Corporation ( "New World "), a iMichigan Corporation and the City of Baytown, a municipal corporation located in Harris and Chambers Counties, Texas, (`Customer "). This Agreement sets forth the terms and conditions under which New World will furnish the Licensed Products and will provide certain services described herein to Customer. The attached Exhibits include: Exhibit AA ..................... TOTAL COST SUNINIARY AND PAYNIENT SCHEDULE Exhibit A ....................... LICENSED STANDARD SOFTWARE AND FEES Exhibit B ........................ IMPLEMENTATION AND TRAINING SUPPORT SERVICES Exhibit C ....................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ....................... NON - DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E ........................ DEMONSTRATION SITE DISCOUNT Exhibit F ........................ DATA FILE CONVERSION ASSISTANCE Exhibit G ....................... CUSTOMER REQUESTED STANDARD SOFTN'VARE ENHANCEMENTS / MODIFICATIONS AND /OR CUSTOM SOFTWARE Exhibit H ....................... BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE Exhibit 1 ......................... CHANGE MANAGENIENT REVIEW AND PLANNING PROJECT Exhibit J ........................ OPTIONAL CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT Exhibit K ....................... INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO CUSTOMER'S RFP SOFTWARE SPECIFICATIONS By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. Each individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. Corporate: 888 !rest Big Bem,er Road • Suite 600 • Troy -Michigan 48084 -4749 •248- 269 -1000 • it tvw.rtest ivorldsystents.com ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS®CORPORATION CITY O" : 'XA. (New Wo ) (Gust i '� By: By: Larry D.Leinwebe President Garrison C.B . ack City Manager By: Authorized Signature r Title Date- ' �D�V Date: ,i ) (1 7 V& d�,,r /0 = (/ J _- Approved as to form: By: _ acio Ramirez,Sr. i Attorney RUTH ANN HINES Natal(Public,State of Mb:NM County of Oaldend Attest: wnnothe ma My coms caudrruesr 2e / PTO �9P 1: By: 'tics: Garza974, c The"Effective Date"of this Agreement is the latter of the two dates in the above signature block. 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Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer and only on an authorized workstation. New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) and one copy of the related Licensed Documentation. After notice and an opportunity to cure as specified in Section 15.2, if Customer fails to pay all non - disputed license fees specified in Exhibit A and the applicable non- disputed custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products and shall return them to New World. 1.2 In order to assist Customer in the event of an emergency. Customer is permitted to make up to two (2) back -up copies on magnetic media of each application of the Licensed Software and one back -up copy of the related Licensed Documentation. These Authorized Copies may be stored as defined above so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product, includes without limitation, copies of the following: (a) Program libraries, either source or object code: (b) Operating control language; (c) Test data, sample files, or file layouts; (d) Program listings: and (e) Licensed Documentation. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer's internal use only. 2.0 01VAERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive. nontransferable, non - assignable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or know -how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agreements. New World shall have, without restriction, the right to use all programs, procedures. information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer's organization. 3.0 CORRECTIOA" ANDSOFTII. 4RE. tL -tI,VTE\;IA'CEONST.INDARDSOFTif 4RE 3.1 New World provides software correction service and maintenance for the Licensed Standard Software during the term of Customer's SSMA. See Exhibit C for a description of the SSNIA start date and term, the services available and the applicable fees and procedures. 4 0 IP:IRR4NTIES 4.1 New World warrants, for Customer's benefit only, that the Licensed Standard Software will perform as specified in its user manuals based on the then - current release of the Licensed Standard Software. 4.2 New World warrants, for Customer's benefit only, that it possesses the necessary intellectual rights to license to Customer the Licensed Standard Software provided hereunder. Agreement 082610 - Executable Page 4 of 37 Cite of Baytown, T\ 4.3 New World warrants, for Customer's benefit only, that the items coded yes in the Response to Customer's RFP will be met as described in Exhibit K. The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New World. New World does not warrant that the features or functions of the Licensed Soflware will meet Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INST.- ILLATION AND 7RA1AIING SUPPORT SER ["ICES 5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to Customer qualified representative(s) who will provide installation and training support services for each application of the Licensed Software delivered. See Exhibit B for a description of the services provided and the applicable fees and procedures. 60 CUSTOMER LI.41SO.N AND CUSTO,IIER RESPOI\'SIBILIT IES The successful implementation of the Licensed Products into Customer's environment requires Customer's commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the following: 6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment not provided by New World. Customer is responsible for assuring that the appropriate hardware equipment, related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level management priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer desires to replace the Customer Liaison for any reason. Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison, but will assist the Customer during any such transition to ensure that the same runs smoothly. In addition to other duties and responsibilities, the Customer Liaison shall use reasonable efforts to: (a) provide timely answers to New World's requests for information: (b) coordinate a mutually agreeable implementation and training schedule; (c) have authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and /or delivery and service dates to the extent allowed by policy and /or law; (d) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILLING AND .I DDITION..IL :I UTIIORI7_F.D IiORKSTATION CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World may make price adjustments and/or any other adjustments that may be necessitated for such additional requirements; .agreement 082610 - Executable Page 5 of 37 City of Baytown, TX provided, however, before performing these additional services, New World must obtain Customer's written consent to the additional services and to the corresponding proposed adjustment(s). Customer shall not be liable for any price or cost adjustment unless the same is approved in writing by the Customer. 7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer and New World prior to such addition must agree in writing to such addition and the additional License fees for the same. Customer shall not be liable for any additional License fees unless the same are approved in writing by the Customer. SSMA fees, which have been agreed in wiring by both parties, shall be increased according to the additional Licensed Standard Software fees on the next annual billing date after the additional workstations and/or Licensed Standard software is added, or as specified in the future contract. With said payments, the license provided in Section 11, Paragraph 1.0 permits Customer's use of the Licensed Software for the specified workstations. Additional License fees and authorized workstations will be procured via a Contract Addendum. Customer will first request a price quote; and once approved by Customer, the quote will be transferred to a contract addendum. The contract addendum will be signed by both Customer and New World Systems. 7.3 Customer shall notify New World if additional authorized workstations need to be added to access the Licensed Software and will pay the additional authorized workstation fees promptly when invoiced. 7.4 No taxes or similar fees shall be imposed against the Customer under this Agreement. The Customer shall submit an exemption certificate to New World evidencing its tax- exempt status. 8.0 NON- RECRUIT.IIEN'1' OF PERSONNEL 8.1 During, and for a period of twenty -four (24) months after the expiration of, the Standard Software Maintenance Agreement and /or any renewal maintenance agreement, each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. 9.0 COAUDFiNTIAL INFORitf .4TION/NOA'- DISCLOSUREAGRE-EMENT 9.1 Subject to the requirements of the Texas Public Information Act, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality. Should the Customer receive a request for information New World claims is Confidential Information, the Customer shall notify New World and shall submit the request and the information to the Texas Attorney General. Thereafter, it will be the sole responsibility of New World to submit its arguments to the Texas Attorney General as to why the information should not be disclosed. The Customer shall comply with the decision of the Texas Attorney General regarding whether or not to release the information. 9.2 Customer hereby acknowledges and agrees that it shall treat all Licensed Products as Confidential Information. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World's proprietary rights in the Licensed Products, including without limitation the following measures: (a) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. (b) With respect to agents or third parties. Customer shall permit access to the Licensed Products only after New World has received, approved and returned a fully executed Non - Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer's request to permit third party access to the Licensed Products; (c) Customer shall reasonably cooperate with New World in the enforcement of the conditions set forth in the attached Non - Disclosure Agreement; (d) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (e) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software. Agreement 082610 - Executable Page 6 of 37 City of Baytown, TS 10.0 LGt117:1710j \'OFLI.dBI LIT I',4. \DRECOI "ER -IBLEDIAttfAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any claim relating to the non - conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set forth in Section 11, subparagraph 4.1; or if after repeated attempts to correct the non - conformity, New World is unable to correct the non - conformity, then Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. 10.2 New World's total liability to Customer for all claims relating to the Licensed Products and this Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall be limited to Customer's actual damages and in no event shall New World's liability exceed two times the Exhibit A Licensed Standard Software fees paid to New World. 10.3 Neither party shall be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages, including loss of profits or costs of cover, arising from or related to a breach of this Agreement or any order or the operation or use of the Licensed Products including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits. damage to equipment, and claims by any third person, even if advised of the possibility of such damages. 10.4 If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose. then the parties agree that the exclusion of incidental, consequential, special, indirect, punitive. and /or exemplary damages is still effective. 10.5 Nothing contained within this Agreement shall be construed in any way so as to waive in whole or in part Customer's sovereign immunity. I1.0 INTEGRATION If7TH U.S. COPY1UGHTACT 11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, U.S.C. Sections 101 -810 (1976) as amended). If a provision of the U.S. Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive, then the provision within this agreement shall apply. 12.0 INDEPENDENT CON7R: I CTOR 12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel. 13.0 INSU29NCE REO_ UIREjIIFNTS 13.1 New World shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injuries to person or damages to property which may arise from or in connection with its performance hereunder by New World, its agents, representatives, volunteers, employees or subcontractors. 13.2 New \Vorld's insurance coverage shall be primary insurance with respect to the Customer, its officials, employees and agents. Any insurance or self - insurance maintained by the Customer, its officials, employees or agents shall be considered in excess of New World's insurance and shall not contribute to it. Further, New World shall include all subcontractors, agents and assigns as additional insured under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverage's for subcontractors and assigns shall be subject to all of the requirements stated herein. 13.3 The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: I. Commercial General Liability • General Aggregate: $1,000,000 • Products & Completed Operations Aggregate: 51,000,000 • Personal & Advertising Injury: $1,000,000 Agreement 1182610 - Executable Page 7 of 37 City of Baytown, TS • Per Occurrence: $500,000 • Fire Damage: $50.000 • Coverage shall be at least as broad as ISO CG 00 01 10 93 • No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 2. Business Automobile Policy • Combined Single Limits: $1.000,000 • Coverage for "Any Auto" 3. Workers' Compensation • Statutory Limits • Employer's Liability: 5500,000 • Waiver of Subrogation required. The following shall be applicable to all policies of insurance required herein. 1. Insurance carrier must have an A.M. Best Rating of B +: VIII or better. 2. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. 3. Liability policies must be on occurrence form. 4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Customer. 5. The Customer, its officers, agents and employees are to be added as Additional Insured to all liability policies. 6. Upon request and without cast to the Customer, a certified copy of all insurance polices and/or certificates of insurance shall be fumished to the Customer. 7. Upon request and without cost to the Customer, loss runs (claims listing) of any and/or all insurance coverage's shall be furnished to the Customer. 8. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the Customer, and shall be carried in the name of New World. 14.0 DISPUTE_ RESOLU'/'!ON PROCEDURE 14.1 Any dispute or controversy arising out of or relating to this Agreement, or breach thereof, shall be settled by the following procedure. Level I: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), New World and Customer shall meet for the purpose of resolving the dispute or controversy through normal business management practices. The meeting(s) must be held between upper -level managers of both Customer and New World. Both parties agree to put forth their best efforts in these meetings. Meeting(s) shall be held at Customer's offices. The Level 1 period shall begin when one party gives notice to the other by certified mail that it is entering into this Level 1 procedure to resolve the dispute and shall be completed within thirty days regardless of whether the dispute has been resolved. Each party shall bear its own cost in preparing for and conducting Level I meeting(s). Level 2: Customer and New World may enter into a mutually agreed upon mediation process as follows: Each parry shall bear its own costs in preparing for and conducting mediation, except that the joint costs, if any, of the actual mediation proceeding shall be shared equally by the parties. The mediation process is defined as follows: The parties shall select a mutually agreeable mediator to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee or former employee of either party. The mediation shall be held at a location chosen by Customer. Level 3: Only after the completion of Level i above without a satisfactory resolution of the dispute or controversy, either party may bring suit in the United States District Court for the Southern District of Texas. so long as subject matter jurisdiction is met. In the event subject matter jurisdiction is not met, either party may bring suit in a state court within Harris County, Texas. Each party shall bear the cost of their own legal expenses if Level 3 is used. .agreement 082610 - Executable Page 8 of 37 City of 1laytown, T\ 15.0 TE- RMINATION 15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with sixty (60) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed: (ii) New World shall have sixty (60) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the sixty (60) day cure period, Customer shall apply sound management practices and use its best efforts to resolve any issues or obstacles — including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of sixty (60) days unless the termination has been revoked in writing by Customer, the Agreement terminates. 15.2 By New World: If Customer fails to make payments to New World in accordance xvith the terms hereof, or if Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those outlined in Section II, Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) If the cited reason for termination is Customer's failure to make payments as required herein, Customer shall have ten (10) days from receipt of said notice to make payment in full for all outstanding invoiced payments due provided the same are not in dispute in accordance with Section 7.1: (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period. New World will use sound management practices and its best efforts to resolve any issues or obstacles — including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 15.3 In the event of termination by either party. New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination. Customer shall return to New World all Licensed Products, including any copies provided to or created by Customer under this Agreement. 15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. 15.6 The Terms and Conditions relating to ownership, warranties, non - recruitment of personnel, confidentiality and non - disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions (18.0), survive termination. 16.0 PATF_NT.-1ND TPLIDE:IL•1Rti 1NDENMIFIC.•1TION New World agrees to and shall indemnify, hold harmless, and defend the Customer, its officers, agents and employees (hereinafter collectively referred to as the "Customer "), from and against any and all claims, losses, damages, causes of action, shits and liability, including, but not limited to, all expenses of litigation, court costs. and attorneys' fees, for any and all damages arising out of or in connection with any actual or alleged infringement of any patent or copyright regarding with the licensing of the licensed standard software pursuant to this agreement. The indemnity provided herein applies regardless of whether the damages are caused by the joint negligence of the customer or by the joint or sole negligence of New World. It is the expressed intention of the parties hereto, both New World and the Customer, that the indemnity provided for in this paragraph is indemnity by New World to indemnify and protect the Customer, its officers, agents and employees Agreement 082610 - Executable Page 9 of 37 City of Baytown, Tx from the consequences of (i) the customer's own negligence, where that negligence is a concurring cause of the resulting damage with any other person or entity and /or (ii) New World's joint and/or sole negligence. Furthermore, the indemnity provided for in this paragraph shall have no application to the Customer for any claim, loss, damage, cause of action. suit and liability where the damage results from the sole negligence of the customer, unmixed with the fault of any other person or entity. In the event that any action or proceeding is brought against the customer by reason of any of the above, new world further agrees and covenants to defend the action or proceeding by legal counsel acceptable to the customer. This indemnity shall survive the expiration or earlier termination of this Agreement. 17. 0 NOT ICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address of the Customer (or to any other address so specified by the Customer). City of Baytown Attn: City Manager P.O. Box 424 Bay Town, TX 77527 With a copy to: City of Baytown Attn: ITS Director P.O. Box 424 Baytown, TX 77522 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 600 Troy, Michigan 48084 Attention: President 18.0 GENERAL 18.1 This Agreement is the entire agreement between the parties superseding all other communications, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing signed by both parties. 18.2 This Agreement is governed by the laws of the State of Texas and it shall be binding on the successors and assigns of the parties. 18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision of this Agreement. 18.4 The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force and effect. 18.5 This Agreement is entered into solely for the benefit of New World and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 18.6 Notwithstanding anything contained herein to the contrary, these terms and conditions may be extended to other public entities for purchase of the license and /or services described under this Agreement. To the extent they are required. the parties shall execute any requisite cooperative agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no authority, liability, or obligation on behalf of any other public entity that may use this Agreement for any such purchase. Agreement 082610 - Executable Page 10 of 37 City of 13a }town, Tx 18.7 New World must comply with all applicable federal laws, state laws, the Charter of the City of Baytown. all ordinances passed pursuant thereto, and all judicial determinations relative thereto. 18.8 New World shall not assign this Agreement without first obtaining the written consent of the Customer. 18.9 In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 18.10 Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless context requires otherwise. 18.11 The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this agreement. 18.12 It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. 18.13 The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 18.14 if New World at any time during the term of this Agreement incurs a debt as the word is defined in section 2 -662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the Customer's Director of Finance in writing. If the Customer's Director of Finance becomes aware that New World has incurred a debt, the Customer's Director of Finance shall immediately notify New World in writing. :agreement 082610 - Executable Page l I of 37 City of Baytown, TX EXHIBIT AA TOTAL COST SU1INIARY AND PAYMENT SCHEDULE 1. Total Cost Summary: Licensed Standard Software, Implementation Services, And Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $521000 1. Licensed Standard Software $663,000 2. Less Demonstration Site Discount (141.000) B. IMPLEMENTATION AND THIRD PARTY PRODUCTS AND SERVICES 469,000 1. PROJECT MANAGEMENT as further described in Exhibit B 2. INTERFACE INSTALLATION SERVICES as further described in Exhibit B 3. IMPLEMENTATION AND TRAINING SERVICES as further described in Exhibit B 4. OTHER IMPLEMENTATION SERVICES as further described in Exhibit B 5. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F 6. CUSTOM SOFTWARE /MODIFICATION SERVICES as further described in Exhibit G 7. CHANGE MANAGEMENT as further described in Exhibit I ONE TINIE PROJECT COST: C. TRAVEL EXPENSES (Estimate) — billed as incurred $85,500 D. BUDGET FOR CUSTOM SOFTWARE/MODIFICATION SERVICES -- as further described in Exhibit H. $15,000 E. OPTIONAL CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT -- as further described in Exhibit J. $15,000 F. STANDARD SOFTWARE MAINTENANCE SERVICES -- as further described in Exhibit C. PRICING ASSUMES CONTRACT EXECUTION B Y SEPTEilIBER 30, 2010. Agreement 082610 - Executable Page 12 of 37 City of Baytown, TX Exhibit AA / COST SLAIh1ARY AND PAYMENT SCHEDULE 11. Payments for Licensed Standard Software, Implementation Services, and Third Party Products ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE AS DESCRIBED IN SECTION 7.0. Agreement 082610 - Executable Page 13 of 37 City of Baytown, TX DESCRIPTION OF PAYMENT PAYMENT A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $522,000 1. Amount invoiced upon Effective Date (50 %) $261,000 2. Amount invoiced upon delivery of each Licensed Standard 261,000 Software (50 %) B. 1MPLEMENTATION AND THIRD PARTY PRODUCTS AND SERVICES 469,000 1. Amount invoiced upon the Effective Date 105,500 2. Amount invoiced 90 days after the Effective Date 105,500 3. Amount invoiced 180 days after the Effective Date 105,500 4. Amount invoiced 270 days after the Effective Date 105,500 5. Amount invoiced upon project completion or 365 days after the 47.000 Effective Date. whichever comes first ONE TIME PAYMENTS: $121,0.4Q C. TRAVEL EXPENSES (Estimate) (These expenses are billed as incurred) 585,500* I. 57 trips are anticipated. 2. Travel Time for the estimated 50 trips is not included in this estimate and will be billed as incurred. *Estimate D. BUDGET FOR CUSTOM SOFTN1'AREAMODIFICATION SERVICES -- as further described in Exhibit H. $15,000 E. OPTIONAL CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT -- as further described in Exhibit J. $15,000 F. STANDARD SOFTWARE MAINTENANCE SERVICES — as further detailed in Exhibit C ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE AS DESCRIBED IN SECTION 7.0. Agreement 082610 - Executable Page 13 of 37 City of Baytown, TX EXHIBIT A LICENSED STANDARD SOFTWARE AND FEES 1. License Fee for Licensed Standard Software And Documentation Selected By Customer: ITEM DESCRIPTION FINANCIAL MANAGEMENT 1. Logos.NET Financial Management Base Suite - General Ledger - Budget Management - Annual Budget Preparation - Accounts Payable - Revenue /Cash Receipting 2. Logos.NET Additional Financial Management Software - Asset Management - Grant Management - Project Accounting - Misc. Billing & Receivables - Government (GASB) Reporting - Bank Reconciliation - Work Orders 3. Logos.NET Procurement Management Suite - Purchasing Base - Requisition Processing - Bid & Quote Management - Inventory Management Contract Accounting PAYROLL & II UNIAN RESOURCES SUITE 4. Logos.NET Human Resources Management Base Suite Payroll Processing Personnel Management - Position Control 5. Logos.NE'I' Iluman Resources - Employee Event Tracking - Personnel Action Processing INVESTMENT Agreement 082610 - Executable Page 14 of 37 City of Baytown, TS 6. Logos.NET Benefits Management Benefits Administration - Employee Retirement Tracking 7. Logos.NET Additional Payroll & 1111 Modules Applicant Tracking Position Budgeting - Benefit Tracking (Non- Employee) UTILITY MANAGEMENT SUITE 8. Logos.NET Utility Management Software - Water /Sewer/Refuse Base Package 9. Logos.NET Additional Utility Management Modules - Automatic Meter Read (AMR) Interface 3 - Meter and Device Inventory - Service Order Processing COMMUNITY DEVELOPMENT SUITE 10. Logos.NET Community Development Software - Business Licensing - Parcel Management - Permits - Municipal Inspections - Code Enforcement - Requests for Services Tracking 11. Logos.NET Additional Community Development Modules - GIS Integration 5 - Community Development Business Licensing (4 screens) Parcel Management (7 screens) Permits (2 screens) :llunicipal Inspections (4 screens) Code E' forcement (3 screens) Requests for Services Tracking (I screen) Agreement 082610 - Executable Page 15 of 37 City of 1laytos, n, T\ - Utility Billing Base Package (3 screens) Meter Inventory (1 screen) Service Order Processing (4 screens) eSU1TE 12. eSuite Base Software 13. eFinance - cSupplier ePayments 14. eI1R - eEmployee - eBenefits Administration - eTimesheets - eRecruit 15. eContmunity - ePermits - eLicense - eRequest 16. eUtility - eUtilities BUSINESS ANALYTICS 17. Finance Analytics - Includes 10+ users 18. Human Resource /Payroll Analytics - Includes 10+ users 19. Utility Management Analytics - Includes 10+ users 20. Community Development Analytics - Includes 10+ users Agreement 082610 - Executable Page 16 of 37 City of ilaytown, TX AUTHORIZED USERS 21. Site License for up to 300 Authorized Users 6 *Included NEW WORLD STANDARD SOFTWARE LICENSE FEE 663,000 LESS DEMONSTRATION SITE DISCOUNT (141,000) Note: A Site License is included for this solution. This Site License entitles die Customer, to 300 authorized users for the Standard Software licensed in Exhibit A, to be divided up between applications. The Site License is available to only the affiliated Public Administration agencies within the City of Baytown. * This Site License is being offered at No Charge contingent upon the Agreement being signed by September 30, 2010. :Agreement 082610 - Executable Page 17 of 37 City of BaN to�� n, Tx Exhibit A / LICENSED STANDARD SOFTWARE AND FEES ENDNOTES I Personal Computers must meet the minimum hardware requirements for New II'orld Systems' Logos.AE7' product. Alicrosoft Windows XP or greater with IE 6.0 or greater are the required operating systems for all client machines. Windows 200312008 Server is required for the Application Server(s), Web Server(s) and Database Server. Microsoft SQL Server 2005 12008 is required for the Database Server, 1 New ii'orld Systems' Logos.NET product requires Microsoft Windows indows 200312008 Server and Microsoft SQL Server 200512008 including required Client Access Licenses (CAI s) and iKindows Server 200312008 External Connector (EC) licenses for applicable :Microsoft products. Servers must meet mininnun hardware requirements provided by New World Systems. 3 Suggested minimum: 100MB Ethernet Network. IOAIB CATS Ethernet Network may have less than adequate response lime. Further consultation would be required to assess your network Currently supports interfaces to SensusiRoclnvell, Neptune, Itron, Radix, Syscon and Schlmnberger devices, Technical assurance must be obtained to verify the Business Partner's software /hardware release level interface requirements. s GIS integration currently supports either ESRI's AWAIS or ArcGIS Server software; the ArcLMS and ArcGIS Server software and any services related to the installation and setup oJ'ArcIMS or ArcGIS are not included in this proposal. The Arc1A1S or ArcGIS Server software would need to be purchased, installed and set up separately. 6 Additional cost per group of.i for authorized users is S5,000. Prices assume that all software proposed is licensed. R The Customer is tax - exempt and no tares or related fees shall be imposed. Agreement 082610 - Executable Page 18 of 37 City of Ba }•town,'I*X EXHIBIT B PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Project Manaimment Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's management and the Customer Liaison. Project Management Services include: a) a summary level Implementation Plan; b) a detail level Implementation Plan; c) revised Implementation Plans (if required); d) monthly project status reports; and e) project status meetings • a project review (kickoff) meeting at Customer's location • progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and • a project close -out meeting at Customer's location to conclude the project. The implementation services fees described in Exhibit AA include Project Management fees for a period up to 18 months after the Effective Date. 2. Implementation and Training Support Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit A to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A, up to 1,700 hours of New World implementation and training support services have been allocated for this project. Excess hours requested in writing by Customer shall be billed at the Hourly Rate up to the maximum amount authorized. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended implementation and training support services include: a) implementation of each package of Licensed Standard Software: and b) Customer training and/or assistance in testing for each package of Licensed Standard Software. The project management, implementation and training support services provided by New World may be performed at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy) as authorized by the Customer. 3. Interface Installation Service New World shall provide interface installation services as described in this paragraph below. These services do not include hardware and/or third parry product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on -site installation and training is required, Customer will be responsible for the actual Travel Expenses approved in advance in writing by the Customer and Time subject to a cost not to exceed as established by the parties. The services include the following interfaces. a) Bank Reconciliation b) AMR Interface Agreement 082610 - Executable Page 19 of 37 City of Bayto%� o, TX Exhibit B / PROJECT MANAGEMENT, UNIPLEy1ENTATION AND "r RAINING SUPPORT SERNgCES 4. 1ardware Ouality Assurance Service New World shall provide Hardware Systems Assurance of Customer's .Logos,NET server(s). These services do not include hardware and /or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely. resulting in savings in travel expenses and time. Ifon- site installation is required. Customer will be responsible for the actual Travel Expenses approved in advance in writing by the Customer and Time subject to a cost not to exceed as established by the parties. a) Hardware Quality Assurance Services (Standard) Environment: Hardware Systems Assurance and Software Installation: Assist with High Level System DesigruLayout Validate Hardware Configuration and System Specifications Validate Network Requirements, including Windows Domain Physical Installation of New World Application Servers Install Operating System and Apply Updates Install SQL Server and Apply Updates Install New World Applications Software and Apply Updates Establish Base SQL Database Structure Install Anti -Virus Software and Configure Exclusions - Install Automated Backup Software and Configure Backup Routines Configure System for Electronic Customer Support (i.e. NetMeeting) Tune System Performance Including Operating System and SQL Resources Test High Availability /Disaster Recovery Scenarios (if applicable) Provide Basic System Administrator Training and Knowledge Transfer Document Installation Process and System Configuration 5. Additional Services Available Other New World services may be required or requested for the following: a) additional software training; b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff; c) New World consultation with other vendors or third parties; d) modifying the Licensed Standard Software; e) designing and programming Licensed Custom Software: and 0 maintaining modified Licensed Standard Software and /or custom software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure (or other appropriate procedures mutually agreed upon by Customer and New World and will be provided at the Hourly Rate subject to a cost not to exceed as established by the parties). Agreement 082610 - Executable Page 20 of 37 City of Baytown, 'I'X EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT (SSMA) This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets forth the standard software maintenance support services provided by New World. 1. SS�NIA Period New World shall provide Customer no- charge SSMA for a period of 90 days from installation of Licensed Standard Software. This SSMA shall remain in effect for a term of five (5) years (the SSMA tern) beginning on the first day after the end of the no- charge SSMA period ( "Start Date ") and ending on the same calendar date at the conclusion of the SSMA term. 2. Services Included New World shall provide the following services during the SSMA term. a) upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software application packages are supported no longer than nine (9) months after a new release is announced by New World); b) temporary fixes to Licensed Standard Software (see paragraph 6 below); c) revisions to Licensed Documentation; d) telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and e) invitation to and participation in user group meetings. Items a, b, and c above will be distributed to Customer by electronic means. Additional support services are available as requested by Customer in writing at the Hourly Rate subject to a cost not to exceed limit. 3. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software. these changes or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain. if New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's written request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the Hourly Rate subject to a cost not to exceed limit. 4. Billing Maintenance costs will be billed annually unless Customer elects to exercise the Prepaid Option described in paragraph 7 below. Agreement 082610 - Executable Page 21 of 37 City of Baytown, TX Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT 5. Additions of Software to Maintenance Agreement Additional Licensed Standard Sollware licensed from New World will be added to the SSMA upon written consent of the Customer ninety (90) days after delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter both as agreed to in writing by the Customer. 6. Requests for Software Correction on Licensed Standard Software At any time during the SSMA term, if Customer believes that the Licensed Standard Software does not conform to the warranties provided under this Agreement, Customer must notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must accompany each notice. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World will provide software correction service at no charge. A non - warranty request is handled as a billable Request For Service (RFS) provided at the Hourly Rate and after Customer's written approval at a cost established by the parties. The no- charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; b) situations where Customer's use or operations error causes incorrect information or reports to be generated; and c) requests that go beyond the scope of the specifications set forth in the current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for.NET Server(s) New World agrees to provide software maintenance at the costs listed below for the New World Licensed Standard Software packages described in Exhibit A. Prepaid Standard Software Maintenance A>reement (SSMA) Based on a 5 -year plan; SSMA to begin at the end of the 90 -day warranty period which will commence on Date of Installation of Standard Software. New World will provide a prepayment 20% discount incentive to Customer if the SSMA fees are paid in advance. Based on the 20% discount, Customer's prepaid maintenance cost for a 5 -year plan is S424,200. Customer must notify New World in writing within sixty (60) days of Agreement execution if Customer elects to proceed with the prepaid SSMA. This amount will be invoiced on the Effective Date: 8. Non - Funding Provision S424,200 This SSMA may be terminated at any time upon forty -five (45) days written notice if funds are not appropriated by Customer for this SSMA for any fiscal year during the term hereof. In any event, if such termination shall occur, Customer shall remain responsible for payment of all software services already rendered and further provided that the obligations ofboth parties under this SSMA shall be terminated unless otherwise specified in the Contract. Agreement 082610 - Executable (2).doc Page 22 of 37 City of Baytown, TX EXHIBIT D NEW WORLD SYSTEMS CORPORATION NON - DISCLOSURE AND SECURITY AGREEINIENT FOR THIRD PARTIES This Agreement, when accepted and executed by New World, grants the undersigned the permission to use, and/or have limited access to certain New World Systems® Corporation (New World) proprietary and /or confidential information.' Installed At: Citv of Baytown Customer Name Authorized Signature of Customer: Name (Please Print or Type) Located At: 2123 Market Street Baytown, TX 77520 Title Signature i In exchange for the permission to use or have access to New World proprietary and /or confidential inibmiation, including without limitation, New World software and/or documentation, the organization and individual whose navies appear below, agree to the following: 1. Except as required by law and as otherwise provided in the Agreement, no copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World's President, including without limitation, the following: a) Program Libraries, whether source code or object code: b) Operating Control Language; c) Test or Sample Files; d) Program Listings; e) Record Layouts; f) All written confidential or proprietary information originating from New World including without limitation, documentation, such as user manuals and/or system manuals; and /or g) All New World Product Bulletins and/or other New World Product related materials. New World software, New World documentation, or other proprietary or confidential information shall not be used by the Customer for any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard Software License and Services Agreement with New World. Agreed and Accepted by Third Party (Organization) Agreed and Accepted by Third Party (Individual) I Organization: By: Title: Date: Individual: By: Title: Date: Accepted and Approved by New World Systems Corp. By: Title: Date: Agreement 082610 - Executable Page 23 of 37 Cityiof Baytown, 7:X I EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, aver the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers in a manner and at times convenient to the Customer. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled'to minimize the interruption to Customer's operations. New World will provide Customer reasonable notice for preparation. Agreement 082610 - Executable Page 24 of 37 City of Baytown, TX EXHIBIT F DATA FILE CONVERSION ASSISTANCE New World will provide conversion assistance to Customer to help convert the existing data files specified below. If additional files are identified after the contract execution, estimates will be provided to Customer prior to New World beginning work on those newly identified files. 1. General a) This conversion effort includes data coming from one unique data source, not nniltiple�sources. b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Data cleansing, removal of duplicate records, and editing must take place by' Customer prior to providing the data to New World New World Responsibilities a) New World will provide Customer with a conversion design document for signoff prior to beginning development work on the data conversion. No conversion programming bylNew World will commence until Customer approves this document. b) New World will provide the data conversion programs to convert Customers data from a single data source to the New World Licensed Standard Software for the specified files that contain 500 or more records. c) As provided in the approved project plan for conversions, New World will schedule a (,conversion analysis trip and a separate data conversion testing trip to Customer's location. The conversion testing trip for each application is a billable support trip, using standard Exhibit B hours, which is scheduled in conjunction with the delivery of the converted data to the Customer. d) New World will provide the Customer up to 3 test sets of the converted data. Additional test sets requested in writing by the Customer may /will require additional conversion costs, which must be approved by the Customer prior to any additional conversion services being performed. e) New World will provide the standard conversion record layouts to the Customer and convert the available data elements defined in the standard conversion record layouts. f) Up to seven years of historic data will be converted by New World. 3. Customer Responsibilities a) Customer will provide data in standard conversion record layouts as provided by New'World. Submitted data files must include an accurate count of records contained in the files. b) Data will be submitted to New World in one of the following formats: AS /400 files, Microsoft SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII - format delimited text file. Data and databases will be transferred using the New World ftp site. c) Customer understands that files or tables containing less than 500 records or table entries will not be converted. d) As provided in the project plan for conversions, Customer will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever New World staff is on site regarding conversions. Roughly a one to one commitment exists for Customer commitment and New World commitment. Customer understands that thorough and timely testing of the converted data by Customer personnel is a key part of a successful data conversion. e) Customer agrees to promptly review conversion deliveries and signoffon both the conversion design document and on the final conversion after the appropriate review. Applying ,the converted data to the production (Live) environment will constitute conversion acceptance by Customer. Agreement 082610 - Executable Page 25 of 37 City of Baytown, l'X Exhibit F / DATA FILE CONVERSION ASSISTANCE fj If the Customer cannot provide data in the format defined in New World's standard conversion record layouts then New World will map the data to New World's standard conversion�record layout at the Hourly Rate. The Customer must provide complete file and field definitions for New World to map the data. 4. Files to be converted Up to 7 files from the following possible sources are included. Financial Payroll Utility - Vendor Information -Asset titanagement (Fixed Assets) - General LedgerBudget History - Purchase Order History - Accounts Payable History -Misc Billing (AR) Customers Information -Misc Billing (AR) Invoice History - Employee Information - Employee Detailed Earnings History - Employee Enrollment Information - Retiree Information - Utility Information Community Development - Permit/Inspection History - Business License Information /Contractors Cit Agreement 082610 - Executable Page 26 of 37 y of Baytown, 'I'X EXHIBIT G CUSTOMER REQUESTED STANDARD SOFTNN'ARE ENHANCEMENTS / NIODIFICA'TIONS AND / OR CUSTOM SOFTNVARE Definition of Proiect New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the 2(b)(1) procedure below. An analysis and assessment to verify the scope of effort for the project will be conducted. A revised', estimate for the modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or proceed with the modifications/interfaces based on the revised estimate. Capabilities included in the initial scope: a) Custom Software /Interfaces (1) Integration with GTG Parcel Address Synchronization Tool (PAST) We provide a set of standard web services allowing the GTG PAST program to retrieve and update parcel, address, and parcel ownership information for the purpose of synchronizing the ERSI GIS database with Logos.NET parcel and address information. All synchronization occurs through the GTG PAST program. With New World providing consultation, Customer is responsible for obtaining technical contacts and or technical specifications from the third parties involved. 2. Methodolotry to Provide Enhancements and /or Custom Software a) Definition of New World's Responsibility This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph 1 above will be provided in this implementation plan. (2) Preparation of Requirements Document (RD) to include: • Detailed description of the required feature • menu samples • screen samples • report samples (3) Programming and programming test. (4) On -site training, testing and/or other support services at the Hourly Rate. For modification requiring over fifty (50) hours of work, Ne►v World utilizes a design document procedure [see 2(b)(1) below]. For smaller modifications. New NN'orld uses a Request For Service (RFS) procedure. Both procedures are reviewed with Customer at a pre - installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. Agreement 082610 - Executable Page 27 of 37 City of Baytown, TX Exhibit G /CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/ MODIFICATIONS AND / OR CUSTOM SOFTWARE b) Implementation Schedule c) Customer's Resvonsibility All Customer requested changes after RD sign -off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. The Customer shall not be responsible for any services performed by New World unless and until the same are approved in writing prior to such services being performed. Agreement 082610 - Executable Page 28 of 37 City of Baytown. TX Activitv Targeted Time Period (1) Complete Design Review with Customer Staff. Customer To be determined agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope (cost and schedule) of this project. (2) New World submits completed RD to Customer. To be determined (3) RD is accepted and signed off by Customer (no programming To be determined will be done by New World until the formal sign -off and Customer's authorization to proceed in writing). (4) New World completes programming from RD and provides To be determined modified software to Customer. (3) Software Nlod ificat ion Acceptance Test based on RD. To be detlermined c) Customer's Resvonsibility All Customer requested changes after RD sign -off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. The Customer shall not be responsible for any services performed by New World unless and until the same are approved in writing prior to such services being performed. Agreement 082610 - Executable Page 28 of 37 City of Baytown. TX EXHIBIT H BUDGET ESTABLISHED FOR CUSTOMER REQUESTED S "1'ANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE The services listed below are available to Customer at the prices described herein for a period of two (2) years from the Effective Date. Customer may elect to proceed with any of the items described in this Exhibit by providing New World with a written Notice to Proceed. Upon receipt of a Notice to Proceed, New World shall invoice Customer for 60% of the associated costs, which Customer agrees to pay within thirty (30) days of receipt of the invoice. The remaining 40% shall be invoiced upon delivery of the item requested, which Customer agrees to pay within thirty (30) days of receipt of the invoice. I. As described in Exhibit AA, Customer has allocated a budget of $15.000 to provide customer specific Standard Software Enhancements. Modifications, or Custom Software. 2. Notice to Proceed After receiving a written Notice to Proceed by Customer, Ne" World will provide Customer the requested Standard Software Enhancements and/or Custom Software as specified in the Notice and/or as further discussed below. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the 3(b)(1) procedure below. An analysis and assessment ("Assessment ") to confirm the scope of effort for the specified work will be conducted prior to beginning actual programming work on Customer's required enhancement(s). If the Assessment exceeds the budget in this Exhibit, at Customer's request, New World will provide a revised estimate for the modifications/interfaces. Within thirty (30) days of receipt of New World's revised estimate, Customer shall notify New World whether it will proceed with the modifications/interfaces based on the revised estimate by providing New World a new Notice to Proceed. 3. 1lethodoloQy to Provide Enhancements and /or Custom Software a) Definition of New World's Responsibility This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in the Assessment above will be provided in this implementation plan. (?) Preparation of Requirements Document (RD) to include a detailed description of the required feature. I (3) Programming and programming test. (4) On -site training, testing and /or other support services using Exhibit B rates and fees. :agreement 082610 - Executable Page 29 of 37 Citv of Baytown, TX Exhibit H / BUDGET ESTABLISHED FOR CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE b) Implementation Schedule Agreement 082610 - Executable Page 30 of 37 City of Baytown, TX Activity Tareeted Time Period (1) Complete Design Review with Customer Staff. Customer To be determined agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope (cost and schedule) of this project. (?) New World submits completed RD to Customer. To be determined (3) RD is accepted and signed off by Customer (no programming To be determined will be done by New World until the formal sign -off and Customer's authorization to proceed in writing). (4) New World completes programming from RD and provides To be determined modified software to Customer. (5) Software Modification Acceptance Test based on RD. To be determined Agreement 082610 - Executable Page 30 of 37 City of Baytown, TX EXHIBIT I CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT 1. Scone and Purpose The desired outcome of this process will be a final Change Management Recommendations Document (CNIRD) that will allow the Customer to adapt existing internal processes to make better utilization of the new'software solution. The approach to Change Management is very objective based. New World will work closely with the Customer and their management team to make specific recommendations. Working together, the New World project manager, assigned application consultants, Customer's project manager and Customer's designated application owners will complete the Change Management process. The applications to be reviewed are: a) Financial Management b) Payroll & Human Resources 2. Project Deliverables As part of completing the Change Management Review and Planning Process, the following items will be considered deliverable items: a) Draft Change Management Recommendations Document (CMRD) b) Updated Summary Level Implementation Plan c) Final CMRD delivered and presented 3. General Change Management Review and Planning Process Timeline a) Kickoff meeting .............................................................. ............................... Day I b) Internal reviews completed ............................................... ............................... Day 35 c) Delivery and presentation of CMRD ................................ ............................... Day 50 d) Customer review and documentation of requested changes to CNIRD............ Day 50 tolDay 75 e) New World delivery and presentation of final CNIltD ..... ............................... Day 90 f) Project implementation and training begins ...................... ............................... Day 120 .agreement 082610 - Executable Page 31 of 37 City of Baytown, "f\ Exhibit I / CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT Page 2 4. New World's Responsibilities Using a consulting staff of two to three team members including the New World project manager, New World will perform the following: a) Process Initiation: Conduct application interviews and site reviews with Customer's managers and end users, including senior level management. All applicable sites will be visited. b) AARplication Area Reviews: Observe existing computer systems and related manual procedures, including collection of existing documentation. c) Process Reviews: Review existing Customer documentation to gain a more thorough understanding of the client's operations. Documents to be reviewed would include the following: (1) Strategic Plans and Mission Statements (?) Operating Policies and Procedures (3) Process /Functional descriptions, any handbooks or procedural manuals (4) Workflow documentation and flowcharts (5) Employee job descriptions (6) State and Local Requirements documents relative to the project (7) Network diagrams and network topology (8) Technology plans and procedures (9) Organizational charts (10) Current operating budget detail, purchasing plans for any related technology, etc. d) Software Reviews: Conduct software reviews /demonstrations of the proposed software with senior managers and key users. e) Implementation Rollout Planning: Confirm order /timeline for implementation of applications. f) Training Change Planning: Review training requirements with Customer's managers and /or end users. g) Implementation Plan Impact: Prepare an updated summary level implementation plan. It) C,IRD Development: Prepare a list of process changes and recommendations (Change Management Recommendations Document or CMRD) that would be beneficial when implemented in conjunction with the New World software solution. These recommendations will typically be both short-term and long -term recommendations. The short-term recommendations would be those process improvements that New World suggests should, or could, be implemented during the initial software rollout. The more long -term recommendations may involve more complex hardware or personnel deployment decisions and will be considered for future implementation. Delivery of the CMRD is targeted for forty -five days from the start of the Change Management Review and Planning Process. i) CMRD Review: Review CIvfRD with Customer's management team. j) Final Publication and CMRD Presentation: Make any requested adjustments to the CMRD and present to Customer's management team as requested. Agreement 082610 - Executable Page 32 of 37 City of Baytown, TX Exhibit I / CHANGE MANAGEMENT REVIENV AND PLANNING PROJECT Page 3 Customer's Responsibility Customer will perform the following: a) Identify a project manager and individual application change managers to work with new World during the Change Management Review and Planning Process. b) Consult with New World and prepare a mutually agreeable schedule to include participation and attendance by key Customer staff members at meetings, site reviews, and demonstrations. c) Respond promptly to all document requests submitted by New World and /or requests for information and clarification of existing Customer methods, policy, or procedures. d) Following receipt from New World of the CNIRD specified above, Customer shall have a period of twenty -five (25) days to review the documents. Once the review is completed, Customer may either: (I) issue a written Order to Proceed with the project utilizing the recommended changes. (2) instruct New World as to any deficiencies or clarifications that Customer would like to have New World address in the CNIRD, or (3) reject the recommendations of the CNIRD and move forward with a Standard Implementation of the Neis World Solution. G. ComDletion Criteria This task will be considered complete when the Change Management Review and Planning Process has been conducted and the CNIRD has been completed and delivered to and accepted by Customer's project manager or at the end of the 120 days whichever occurs first. Customer and New World agree that it is mutually beneficial to both parties to work quickly during this phase of the implementation process. The standard implementation process will begin at the end of the 120 day Change Management Review and Planning Process. Agreement 082610 - Executable Page 33 of 37 City of Baytown, TX OPTIONAL EXHIBIT J OPTIONAL CHANGE MANAGEMENTREVIEW AND PLANNING PROJECT The services listed below are available to Customer at the prices described herein for a period of two (2) years front the Effective Date. Customer may elect to proceed with the described item in this Exhibit by providing New World with a written Notice to Proceed. Upon receipt of a Notice to Proceed, New World shall invoice Customer for 60% of the associated costs, which Customer agrees to pay within thirty (30) days of receipt of the invoice. The remaining 40% shall be invoiced upon delivery of the final CMRD or ninety (90) days from Notice to Proceed, whichever comes first, which Customer agrees to pay within thirty (30) days of receipt of the invoice. 1. Scope and Purpose The desired outcome of this process will be a final Change Management Recommendations Document (CMRD) that will allow the Customer to adapt existing internal processes to make better utilization of the new software solution. The approach to Change Management is very objective based. New World will work closely with the Customer and their management team to make specific recommendations. Working together, the New World project manager, assigned application consultants, Customer's project manager and Customer's designated application owners will complete the Change Management process. The applications to be reviewed are: Application Suite Cost a) Community Development $15,000 2. Proiect Deliverables As part of completing the Change Management Review and Planning Process, the following' items will be considered deliverable items: a) Draft Change iVlanagement Recommendations Document (CARD) b) Updated Summary Level Implementation Plan c) Final CN RD delivered and presented 3. General Chance Management Review and Planning Process Timeline a) Kickoff meeting .............................................................. ............................... Day 1 b) Internal reviews completed ............................................... ............................... Day 35 c) Delivery and presentation of CIVIRD ................................ ............................... Day 50 d) Customer review and documentation of requested changes to CMRD............ Day 50 tolDay 75 e) New World delivery and presentation of final CMRD ..... ............................... Day 90 f) Project implementation and training begins ...................... ............................... Day 120 Agreement 082610 - Executable Page 34 of 37 City', of Baytow n, TX Exhibit J / OPTIONAL CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT 4. New World's Responsibilities Using a consulting staff of two to three team members including the New World project manager, New NVorld will perform the following: a) Process Initiation: Conduct application interviews and site reviews with Customer's managers and end users, including senior level management. All applicable sites will be visited. b) Application Area Reviews: Observe existing computer systems and related manual procedures. including collection of existing documentation. c) Process Reviews: Review existing Customer documentation to gain a more thorough understanding of the client's operations. Documents to be reviewed would include the hollowing: (/) Strategic Plans and Mission Statements (?) Operating Policies and Procedures (3) Process /Functional descriptions, any handbooks or procedural manuals (a) Workflow documentation and flowcharts (i) Employee job descriptions (6) State and Local Requirements documents relative to the project (7) Network diagrams and network topology (8) Technology plans and procedures (9) Organizational charts (10) Current operating budget detail, purchasing plans for any related technology, etc d) Software Reviews: Conduct software reviews /demonstrations of the proposed software with senior managers and key users. e) Implementation Rollout Planning: Confirm order /timeline for implementation of applications. f) Training Change Planning: Review training requirements with Customer's rnanagersland /or end users. g) Implementation Plan Impact: Prepare an updated summary level implementation plan. h) CMRD Development: Prepare a list of process changes and recommendations (Change Management Recommendations Document or CMRD) that would be beneficial when implemented in conjunction with the New NNorld software solution. These recommendations will typically be both short-term and long -term recommendations. The short-term recommendations would be those process improvements that New World suggests should, or could, be implemented during the initial software rollout. The more long -term recommendations may involve more complex hardware or personnel deployment decisions and will be considered' for future implementation. Delivery of the CMRD is targeted for forty -five days from the start of the Change Management Review and Planning Process. i) CMRD Review: Review CMRD with Customer's management team. j) Final Publication and CNIRD Presentation: Make any requested adjustments to the CMRD and present to Customer's management team as requested. Agreement 082610 - Executable Page 35 of 37 City of Baylown. Tx Exhibit J /OPTIONAL CHANGE MANAGEMENT REVIEW AND PLANNING PROJECT 5. Customer's Responsibility Customer will perform the following: a) Identify a project manager and individual application change managers to work with New World during the Change Management Review and Planning Process. b) Consult with New World and prepare a mutually agreeable schedule to include participation and attendance by key Customer staff members at meetings, site reviews, and demonstrations. c) Respond promptly to all document requests submitted by New World and/or requests for information and clarification of existing Customer methods, policy, or procedures. (1) Following receipt from New World of the 01ARD specified above, Customer shall have a period of twenty -five (25) days to review the documents. Once the review is completed, Customer may either: (1) issue a written Order to Proceed with the project utilizing the recommended changes, (?) instruct New World as to any deficiencies or clarifications that Customer would like to have New World address in the CMRD, or (3) reject the recommendations of the CMRD and move forward with a Standard Implementation of the New World Solution. 6. Completion Criteria This task will be considered complete when the Change Management Review and Planning Process has been conducted and the CMRD has been completed and delivered to and accepted by Customer's project manager or at the end of the 120 days whichever occurs first. Customer and New World agree that it is mutually beneficial to both parties to work quickly during this phase of the implementation process. The standard implementation process will begin at the end of the 120 day Change Management Review and Planning Process. Agreement 082610 - Executable Page 36 of 37 Citv'of Raytown, TX EXHIBIT K INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO CUSTOMER'S RFP SOFTWARE SPECIFICATIONS For the applications licensed on Exhibit A, the New World Detail Response to Section 4 "General I Requirements" Number 18 and Section 5 "Technical Requirements" Numbers 19 -52 and Page 5 -2 of Customer's RFP are incorporated in this Agreement by reference. All items coded "Yes" (as qualified) in the New World Detail Response to Customer's RFP Questionnaire will be provided to Customer through currently existing Exhibit A software capabilities, Customer's use of 3`d Party software, custom programming provided by New World and/or future enhancements to Exhibit A software provided under Exhibit C. Items that are qualified, or coded as requiring modification, may be provided using Exhibit B support services hours at the then current hourly rates after written approval by Customer and subject to mutually agreeable costs. If the terms and conditions of the New World Detail Response to the specifications of the RFP and this Agreement are in conflict, the governing terms and conditions shall be this Agreement. If Customer has not licensed the software on Exhibit A to meet a software specification, then that specification shall not apply in any acceptance test and/or to fulfill the above criteria. Agreement 082610 - Executable Page 37 of 37 City of Baytown, TX