HomeMy WebLinkAboutAgreement A-19-201 with N. Harris Computer Corporation.pdf-1-
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A G R E E M E N T
FOR CASHIERING AND REMITTANCE PROCESSING SOFTWARE AND SERVICES
THIS AGREEMENT (“Agreement”) is made and entered into this day of May, 2019 (“Effective
Date”), by and between the COUNTY OF FRESNO, a political subdivision of the State of California
("COUNTY"), and N. Harris Computer Corporation, a Canadian corporation authorized to do business in
the United States of America and the State of California, whose address is 1 Antares Drive, Suite 400,
Ottawa, Ontario, Canada ("CONTRACTOR"). COUNTY and CONTRACTOR may be referred to
individually as a “Party” or collectively as “Parties” to this Agreement.
W I T N E S S E T H:
Whereas, CONTRACTOR offers support and maintenance of the iNovah cashiering system with
integrated remittance processing capabilities (the “System”) to COUNTY;
Whereas, COUNTY and CONTRACTOR entered into Agreement Number A-14-628 (“Original
Agreement”) on October 28, 2014, and amended the Original Agreement on October 31, 2017 to expand
the services provided by CONTRACTOR; and
Whereas, COUNTY and CONTRACTOR desire to execute this Agreement for the continued
purchase of hardware, software licenses, professional services, maintenance, and support of the existing
System and additional modules, as listed in Schedule A to this Agreement; and
Whereas, COUNTY and CONTRACTOR wish to replace and supersede the Original Agreement
and modify the overall structure of the Original Agreement, as COUNTY’s needs have changed.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the Parties agree that the Original Agreement, as amended, shall be superseded and replaced
in its entirety by this Agreement, and further agree as follows:
1.DEFINITIONS
Throughout this Agreement, except as otherwise expressly provided, the following words and
expressions shall have the following meanings:
“Change Order” means a formal written request agreed to in writing by both parties. The Party
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Agreement No. 19-201
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receiving a Change Order shall, within a reasonable time after receipt, respond to the Party giving a
Change Order and state whether the order shall be approved or rejected. Both parties shall meet and
confer on Change Orders as needed.
“Completion of Services” means COUNTY has determined that all necessary deliverables
have been delivered, that the System has been successfully tested, that the System performs all
functions required as specified by COUNTY in future requests as mutually agreed upon.
“Designated Computer System” shall mean COUNTY’s hardware and software operating
system environment licensed to run the System in a specific location including production and test
environments with backup capabilities.
“Documentation” means user guides, operating manuals, supporting materials, and other
information relating to the Software or used in conjunction with the System whether distributed in print,
magnetic, electronic, or video format, in effect as of the date stated in the signed written notice of
Completion of Services under section 3.A.1 of this Agreement.
“License” means the non-exclusive license granted to COUNTY to configure and install the
Software on COUNTY’s server computer to enable users to access and use the Software.
“Related Material” means all user documentation, such as manuals or guides, technical
documentation including operating manuals, flow charts, schematics, data flows, data structures, and
control logic of the Software, with sufficient detail to enable a trained programmer to m aintain or modify
the Software.
“Services” has the meaning given in section 2.1 of this Agreement.
“Software” means the object code (machine-readable or interpreted code), and Related
Materials provided by CONTRACTOR to COUNTY in support of the System, including programs,
updates, or patches provided later, and including all copies made by COUNTY. Software does not
include Operating system software or any other third-party software. The Software to be provided by
CONTRACTOR at the inception of this Agreement is identified on the attached Schedule A as “Included
Programs.” “Software,” as used in this Agreement, does not include programs or software applications
identified on Schedule A as “Required Programs.”
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“Source Code” means a collection of computer instructions provided by CONTRACTOR,
possibly with comments, written in programming languages that can be read by trained programmers
and is capable of being assembled, compiled, or translated into object code (computer or machine-
readable code that can be read by the computer).
“Warranty Period” means a period of 90 days from the date stated in the signed written notice
of Completion of Services under Section 3.A.1 of this Agreement, during which time CONTRACTOR
shall correct any errors or malfunctions in the Software reported in writing to CONTRACTOR by
COUNTY.
2. OBLIGATIONS OF CONTRACTOR
CONTRACTOR grants to COUNTY a perpetual license to utilize the Software, and shall provide
the Services to COUNTY, all upon the terms and conditions set out in this Agreement.
A. Grant of Licenses
i. Subject to the terms and conditions of this Agreement, CONTRACTOR hereby
grants to COUNTY a perpetual, non-exclusive, non-transferable right and license
to use the Software on the Designated Computer System (the “License”).
ii. Any Software furnished by CONTRACTOR may be copied in whole or in part by
COUNTY for use on the Designated Computer System. COUNTY agrees that all
Software furnished by CONTRACTOR, including all copies thereof made by
COUNTY, is and at all times remains the sole property of CONTRACTOR.
iii. The License granted under this Agreement permits COUNTY to: (i) use the
Software for its purposes including, but not limited to, performing testing, disaster
recovery, disaster testing, training, archival backup as COUNTY deems
necessary, and (ii) use, copy and modify the Documentation for the purpose of
creating and using training materials relating to the Software, which training
materials may include flow diagrams, system operation schematics, or screen
prints from operation of the Software. Access to and use of the Software by
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County’s independent contractors shall be considered authorized use under this
section.
B. Term of License
i. The License granted herein commences on the date of this Agreement, and is of
perpetual duration unless terminated due to a default by COUNTY. This perpetual
License shall expressly survive termination of this Agreement.
C. Restrictions on Use
i. Except as expressly provided herein, COUNTY may not give away, rent, lease or
otherwise sell, sublicense, distribute or transfer the License granted under this
Agreement without the prior written consent of CONTRACTOR.
ii. CONTRACTOR requires a separate License for each Designated Computer
System on which the Software or any potion thereof is read in machine-readable
form for operation on such Designated Computer System in a production
environment. In addition, each License permits COUNTY to use the Software in
(i) a test environment and (2) on a backup or disaster recovery system.
iii. Within thirty (30) days after discontinuance or termination of the License for
default by COUNTY, COUNTY shall deliver to CONTRACTOR the Software and
all copies thereof, including partial copies which may have been modified by
COUNTY or CONTRACTOR. Alternatively, the Software and other related
materials may be disposed of in accordance with written instructions from
CONTRACTOR. Upon prior written authorization from CONTRACTOR, COUNTY
will be permitted for a specific period after the termination of the License to retain
one copy of certain materials for record purposes.
iv. The Software and Related Materials supplied by CONTRACTOR are protected by
copyright and trademark laws. Title, ownership rights and intellectual property
rights in the Software and Related Materials supplied by CONTRACTOR remain
with CONTRACTOR. Use of the Software and Related Materials supplied by
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CONTRACTOR is subject to the applicable copyright laws and the express rights
and restrictions of this Agreement. Any rights not expressly granted herein are
reserved. COUNTY may not remove any copyright, trademark or other proprietary
notices from the Software and Related Materials
D. Derivation, Modification and Copyright
i. COUNTY 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. COUNTY further agrees that it will
not alter the Software into human readable code. COUNTY further agrees that it
will not attempt to duplicate, or permit or help others to duplicate, the Source
Code relating to the Software. COUNTY shall have no right to modify any of the
Software supplied by CONTRACTOR for COUNTY’s use under this Agreement
without the prior written approval and direction of CONTRACTOR.
ii. COUNTY agrees that it will not, except as otherwise expressly provided in this
Agreement or except as dictated by COUNTY’s standard computer system’s
backup procedures and/or test environments, make or allow others to make
copies or reproductions of the Software or other proprietary information in any
form. COUNTY 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 COUNTY through the issuance of additional
Licenses at CONTRACTOR’s charge that is current at the time COUNTY
requests such additional Licenses.
iii. COUNTY may duplicate the Documentation in addition to the copying and
modification provided in section 2(A)(iii) of this Agreement, at no additional
charge, for COUNTY’s use, so long as all required proprietary markings are
retained on all duplicated copies.
E. Ownership of Software and Confidential Information
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i. COUNTY acknowledges that the Software contains proprietary and confidential
information of CONTRACTOR which shall, at all times, remain the property of
CONTRACTOR. COUNTY is only entitled to use of the Software in accordance
with the terms of this Agreement.
ii. COUNTY shall ensure that the Universal Copyright Convention symbol and other
copyright and proprietary notices of CONTRACTOR will remain on the Software in
machine-readable form. COUNTY will take the same care to safeguard the
Software as it takes to safeguard its own confidential information. No third party,
other than duly authorized agents or employees of COUNTY authorized pursuant
to the Licenses issued hereunder, shall have access or to use the Software.
iii. In order to assist CONTRACTOR with the protection of its proprietary rights with
respect to the Software and to enable CONTRACTOR to ensure that COUNTY is
complying with its obligations with respect to the proprietary nature and
confidentiality of the Software, COUNTY shall permit CONTRACTOR to visit
during normal business hours at any premises at which the Software is used, and
shall provide CONTRACTOR with access to the Designated Computer System
running such software.
F. Provision of Source Code
i. COUNTY’s ability to utilize the Software shall be jeopardized if CONTRACTOR
fails to maintain or support such Software, and unless complete Source Code for
the Software and related Documentation is made available to COUNTY for
COUNTY’s use in satisfying COUNTY’s maintenance and support requirements.
Therefore, CONTRACTOR agrees that if an “Event of Default,” as provided in this
section 2(F)(ii) occurs, then CONTRACTOR shall promptly provide to COUNTY
one copy of the most current version of the Source Code for the affected Software
and associated Documentation.
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ii. An Event of Default shall be deemed to have occurred if CONTRACTOR: (1)
ceases to market or make available maintenance or support services for the
Software during a period in which COUNTY is entitled to receive or to purchase,
or is receiving or purchasing, such maintenance and support and CONTRACTOR
has not promptly cured such failure despite COUNTY’s demand that
CONTRACTOR make available or perform such maintenance and support; (2)
becomes insolvent, executes and assignment for the benefit of creditors, or
becomes subject to bankruptcy or receivership proceedings; (3) ceases business
operations generally; or (4) has transferred all or substantially all of its assets or
obligations to a third party that has not assumed, as provided in section 9 of this
Agreement, the obligations of CONTRACTOR under this Agreement.
iii. At all times during the Term of this Agreement, CONTRACTOR shall promptly
and continuously update and supplement the Source Code as necessary with all
corrections, improvements, updates, releases, or other changes developed for the
Software and Documentation. If an Event of Default occurs, the Source Code
shall at that time be in a form suitable for reproduction and use by computer and
photocopy equipment, and shall consist of a full source language statement of the
program or programs comprising the Software and available program
maintenance documentation to allow a reasonably skilled programmer to support
or further develop the Software without the assistance of CONTRACTOR after an
Event of Default.
iv. If, as a result of an Event of Default, CONTRACTOR fails to provide support
services required under this Agreement, then any periodic license, support, or
maintenance fee which COUNTY is required to pay under this Agreement for
Software shall be reduced to reflect such lack of support services.
G. Ownership and Disposition of Documents.
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i. COUNTY shall be the exclusive owner of all materials and documents that were
developed or prepared by CONTRACTOR specifically for COUNTY under this
Agreement. All materials and documents that were developed or prepared by
CONTRACTOR 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 application, shall continue to be the property of CONTRACTOR.
H. Hardware
i. County agrees to purchase from CONTRACTOR, and CONTRACTOR agrees to
sell to COUNTY, the hardware listed on the attached Schedule A, for the
purchase prices listed in said Schedule. CONTRACTOR shall arrange for delivery
of the hardware, and COUNTY shall pay for the transportation charges incurred
by CONTRACTOR in connection with the delivery of the hardware. Delivery shall
be F.O.B. point of destination, provided that COUNTY shall pay for the shipping
charges. All risk of loss and risk of damage to the hardware will pass to COUNTY
upon delivery to COUNTY’s specified location.
ii. Upon delivery of the hardware to COUNTY, CONTRACTOR shall invoice
COUNTY for the hardware, and COUNTY shall pay for the same within forty-five
(45) days. CONTRACTOR hereby reserves a purchase money security interest in
accordance with this Agreement until payment in full is received for all hardware
delivered to COUNTY, and for that purpose, this Agreement shall be a security
agreement. COUNTY authorizes CONTRACTOR or its agent to file the necessary
financing statements to perfect CONTRACTOR’s interest. Additionally,
CONTRACTOR may file this Agreement or a copy of this agreement with such
public filing offices as are necessary in CONTRACTOR’s discretion.
iii. CONTRACTOR and/or the hardware manufacturer(s) will provide COUNTY with
one copy of the then current user documentation for use with the hardware
ordered and the environmental specifications for the equipment, where applicable.
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iv. Except as otherwise provided in this Agreement, COUNTY shall be responsible
for the installation of the hardware at COUNTY’s location. If COUNTY desires
CONTRACTOR to perform any installation not described in this Agreement,
CONTRACTOR and COUNTY shall follow the procedures set out in this
Agreement.
I. CONTRACTOR’s Services
In order to achieve the Completion of Services, CONTRACTOR agrees, subject to the
terms and conditions of this Agreement, to perform the following services (the “Services”) for COUNTY
as set forth in the Statement of Work attached hereto at Schedule C, which shall include:
i. Oversee and implement the expansion of CONTRACTOR’s Software. This will be
largely implementation in regards to the addition of the services provided to the
Agriculture Department, and the addition of the Accounts Receivable module to
the System.
ii. Install the Software, perform necessary setup and configuration operations, and
perform initial testing and parallel testing
iii. Provide training on an appropriate schedule, as agreed upon by the Parties,
based on, among other things, the modules in respect of which training is required
and the skills and availability of COUNTY staff members. CONTRACTOR
recommends a maximum of eight (8) people in each training class for optimal
training. In any training class exceeding eight (8) people, COUNTY may be
assessed an additional charge for additional instructors.
iv. COUNTY is required to make copies of the training manuals required for the
training classes either by photocopy or electronic duplication each of which is
subject to the restrictions and obligations contained in this Agreement. Online
reference documentation is delivered with each release. COUNTY may print this
documentation solely for its internal use.
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v. Cancellation of any on-site services by COUNTY is allowed for any reason if done
in writing more than fourteen (14) days in advance of such Services. Cancellation
by COUNTY with fourteen (14) days or less of scheduled on-site services will be
billed at fifty percent (50%) of the on-site fee, plus any non-recoverable costs
actually incurred by CONTRACTOR due to advance scheduling of travel.
Additionally, COUNTY hereby acknowledges that cancellation of on-site Services
means that such on-site Services will be rescheduled as CONTRACTOR’s then
current schedule permits. CONTRACTOR is not responsible for any delay in
COUNTY’s project resulting from COUNTY’s cancellation of training. If upon
CONTRACTOR’s arrival, COUNTY has not completed the assigned tasks for
such visit by CONTRACTOR, then COUNTY will be billed at one hundred percent
(100%) of the on-site fee and scheduled on-site services can be cancelled by
CONTRACTOR. If additional services are required because COUNTY was not
adequately prepared, CONTRACTOR will provide a Change Order to COUNTY
for the additional services. If adequate substitute services can reasonably be
provided by CONTRACTOR while on-site in lieu of the scheduled services,
CONTRACTOR will endeavor to provide those at no additional charge during the
scheduled time.
vi. CONTRACTOR shall provide support services in accordance with Schedule D
(the “Support and Maintenance Services”), as may be modified or supplemented
from time to time by Contractor in its sole discretion upon thirty (30) days notice to
County. Upgrades may require additional services to be performed by Contractor
outside of the scope of the standard Support and Maintenance Services, including
additional training and professional services for the installation and
implementation of the Upgrade that will be subject to Contractor’s then-prevailing
policies, terms and billable fees related to pricing and hourly rates. .
J. Performance by Contractor
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i. CONTRACTOR shall perform the Services in an efficient, competent and timely
manner, and exercise reasonable care, skill and diligence in the performance
thereof.
ii. CONTRACTOR shall determine, in its sole discretion, the manner and means by
which the Services shall be performed, with due consideration of adequate
knowledge transfer to COUNTY personnel. CONTRACTOR will communicate
openly with COUNTY on its methodology, manner and means.
iii. The Services shall be performed with COUNTY’s full cooperation, on the
premises of COUNTY or, if agreed to by both Parties, at an alternative location,
CONTRACTOR agrees, while working on COUNTY’s premises, to observe
COUNTY’s rules and polices relating to the security thereof, access to or use of
all or part of COUNTY’s rules and policies relating to the security thereof, access
to or use of all or part of COUNTY’s premises and any of COUNTY’s property,
including proprietary or confidential information.
iv. CONTRACTOR shall respond expeditiously to any inquiries pertaining to this
Agreement from COUNTY.
K. Additional CONTRACTOR Obligations
i. The Software must run on an operating system (“OS”) on the Designated
Computer System that is consistently and currently supported by CONTRACTOR.
Unsupported operating systems will not be implemented on COUNTY’s
production network. The timing for support for newer OS versions and OS
upgrades will be determined at the sole discretion of CONTRACTOR.
ii. COUNTY will apply operating system and security patches to the Designated
Computer System as releases are available. The application is expected to
perform in this environment. Should the patches cause an issue with the
Software, CONTRACTOR will respond according to support and maintenance
procedures as provided in Schedule D, based on severity and impact of the patch.
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COUNTY acknowledges that in some instances a patch may need to be backed
out if the patch causes significant issues and a fix cannot be delivered in a timely
manner.
iii. COUNTY will actively run anti-virus management on all Designated Computer
Systems where appropriate. The Software is expected to perform adequately
while anti-virus management is active. COUNTY will exclude from its anti-virus
management software-specific Software directories defined by CONTRACTOR, to
ensure performance of the System.
iv. COUNTY utilizes a backup and recovery system written and maintained by
Commvault Systems. This application requires a backup agent to run on the
server. The Software must run harmoniously with the Commvault backup agent.
COUNTY is responsible for backup and recovery software and procedures.
v. COUNTY runs a variety of proactive monitoring tools to ascertain the health and
performance of the Designated Computer System, including its associated
network connections, power, and other components. It is expected that the
Software will run while these monitoring tools are enabled. COUNTY is
responsible for backup monitoring tools and impacts, if any.
vi. All software services must run as a true service, and not require a user to be
logged-in at a console. The Software must not require the users to have
administrative rights on the servers. COUNTY will enable appropriate
administration rights and privileges for cashiering users to install and upgrade the
cashiering workstation software components automatically upon login.
vii. During the period of ninety (90) days from the date stated in the signed written
notice of Completion of Services under section 3(A)(i) of this Agreement,
CONTRACTOR shall correct any errors or Malfunctions in the Software that are
reported in writing to CONTRACTOR by COUNTY. TO THE GREATEST
EXTENT PERMITTED BY LAW, THE SOFTWARE AND SERVICES PROVIDED
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BY CONTRACTOR ARE PROVIDED “AS IS” AND THERE ARE NO
WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR
IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW,
COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING
THE SOFTWARE OR SERVICES PROVIDED HEREUNDER OR IN
CONNECTION HEREWITH. CONTRACTOR DISCLAIMS ANY IMPLIED
WARRANTY OR CONDITION OF MERCHANTABLE QUALITY,
MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT. CONTRACTOR DOES NOT REPRESENT
OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF
COUNTY’S PARTICULAR REQUIREMENTS, THAT ALL ERRORS OR
DEFECTS IN THE SOFTARE CAN BE FOUND OR CORRECTED.
3. OBLIGATIONS OF COUNTY
COUNTY wishes to (a) acquire a license to utilize the Software, and (b) retain CONTRACTOR to perform
the Services, including the support and maintenance services provided in Schedule D.
A. Performance by COUNTY
i. COUNTY acknowledges that the success and timeliness of the implementation
process shall require the active participation and collaboration of COUNTY and its
staff and agrees to act reasonably and cooperate fully with CONTRACTOR to
achieve completion of the services (“Completion of Services”). Upon Completion
of Services, COUNTY shall deliver a signed written notice to CONTRACTOR
stating the date when Completion of Services occurred.
ii. COUNTY acknowledges that the use of the Software requires that COUNTY
obtain and install required software programs (the “Required Programs”), as
detailed in the attached Schedule B, and COUNTY agrees that its acquisition of
these Required Programs shall be at its sole cost, and that the cost thereof is not
included in the fees herein. COUNTY further acknowledges that the operation of
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the Software requires COUNTY’s hardware to be sufficient quality, condition and
repair at its sole cost and expense, in order to facilitate the achievement of
Completion of Services.
iii. COUNTY shall appoint a project manager (the “Project Manager”), who shall work
closely with CONTRACTOR to facilitate the successful completion of the
implementation process and who shall be responsible for supervising the staff of
COUNTY and their cooperation with and participation in such process.
B. Additional COUNTY Obligations
i. COUNTY shall install all corrections and maintenance releases for the Software
within a reasonable period of time of COUNTY’s notification of their availability.
However, any fix or correction designated as “critical” by CONTRACTOR shall
be implemented by COUNTY within thirty (30) days of notification to COUNTY
by CONTRACTOR of its availability. COUNTY shall notify CONTRACTOR of
suspected defects in any of the Software. COUNTY shall provide, upon
CONTRACTOR request, additional data deemed necessary or desirable by
CONTRACTOR to reproduce the environment in which such defect occurred.
ii. COUNTY shall allow the use of online diagnostics on the Software, if required
by CONTRACTOR during problem diagnosis. COUNTY shall provide to
CONTRACTOR, at COUNTY’s expense, access to the Designated Computer
System via a secured virtual private networking client (VPN). CONTRACTOR
must contact COUNTY’s IT Security department to have access enable prior to
connecting to the Designated Computer System for support.
iii. COUNTY will provide an account with administrative rights for CONTRACTOR,
at an appropriate security level as determined by COUNTY’s IT Security
department, to administer the Software. The account password will periodically
expire.
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iv. COUNTY shall ensure that its personnel are, at relevant stages of the project,
educated and trained in the proper use of the Software, in accordance with
applicable CONTRACTOR manuals and instructions. If COUNTY’s personnel
are not properly trained as mutually determined by CONTRACTOR and
COUNTY, COUNTY agrees that such personnel will be trained by
CONTRACTOR or COUNTY within thirty (30) days of that determination. If
COUNTY desires CONTRACTOR to perform the required training, then
CONTRACTOR shall be compensated in accordance with this Agreement.
v. COUNTY shall establish proper backup procedures necessary to replace critical
COUNTY data in the event of loss or damage to such data from any cause.
COUNTY shall provide CONTRACTOR with access to qualified functional or
technical personnel to aid in diagnosis and to assist in repair of the Software in
the event of error, defect or malfunction.
vi. COUNTY shall have the sole responsibility for:
a. The performance of any tests it deems necessary prior to the use of the
Software.
b. Assuring proper Designated Computer System installation configuration,
verification, audit controls and operating methods.
c. Implementing proper procedures to assure security and accuracy
of input and output and restart and recovery in the event of malfunction.
d. Timely upgrade and keeping current all third-party license releases
and/or software products to meet the requirements of CONTRACTOR
Software.
vii. COUNTY shall comply with all applicable local, state, and federal laws and
regulations in connection with its use of the Software, including, without
limitation, those related to privacy, electronic communications and anti-spam
legislation. COUNTY is responsible for ensuring that its configuration and use
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of the Software to store or process credit card data complies with applicable
Payment Card Industry Data Security Standards (“PCI DSS”) and The Fair and
Accurate Credit Transactions Act (“FACTA”) requirements and shall not store
credit card and social security data in the system except in the designated
encrypted fields for such data.
4. TERM
The term of this Agreement shall be for a period of five (5) years, commencing on the Effective Date
above. This Agreement may be extended for five (5) additional consecutive twelve (12) month periods,
upon payment of maintenance and support costs for the following year, unless either Party provides written
notice of its intention not to renew to the other Party at least sixty (60) days prior to expiration of the
commencement of the optional renewal period. Annual support payments will invoiced a minimum of forty-
five (45) days prior to the expiration of the Agreement.
Terms and conditions of this Agreement relating to the license of the Software and the
Documentation, and the rights and obligations of the parties with respect thereto, as set forth in sections
2(A) through 2(G) of this Agreement, shall survive the termination of this Agreement.
5. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - If either party should fail to comply with its obligations under this
Agreement, the other party must notify the breaching party in writing of such default (a “Default Notice”).
Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the
other party, or issue a written notice of its own disputing the alleged default, in either case within thirty (30)
days immediately following receipt of a Default Notice. If the breaching party fails to (i) issue a notice
disputing the alleged default within such thirty (30) day period; or (ii) correct the default within ninety (90)
days following receipt of the Default Notice, the other party may terminate the whole of this Agreement
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effective upon written notice to the other party. In such case, COUNTY will be responsible for payment of
those fees earned by CONTRACTOR up to the time of communication of such notice of termination to the
breaching party.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this
Agreement or any default which may then exist on the part of CONTRACTOR. Neither shall such payment
impair or prejudice any remedy available to COUNTY with respect to the breach or default.
C. Without Cause: Under circumstances other than those set forth above, this Agreement may
be terminated by COUNTY by giving ninety (90) days advance written notice of an intention to
terminate to CONTRACTOR. In such case, COUNTY will be responsible for payment of those fees
earned by CONTRACTOR up to the time of communication of such notice of termination.
6. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR, and
CONTRACTOR agrees to receive compensation as described in Schedule A, which is incorporated by this
reference. Any additional software modules purchased pursuant to this agreement must be approved in
writing by the COUNTY’s Chief Information Officer or his designee.
In no event shall the total compensation paid for services performed under this Agreement exceed
eight hundred ninety thousand dollars ($890,000) during the term of this Agreement. It is understood that all
expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
7. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of CONTRACTOR'S officers, agents, and employees will at all times
be acting and performing as an independent contractor, and shall act in an independent capacity and not as
an officer, agent, servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore,
COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.
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CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to COUNTY or to this Agreement.
8. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
9. NON-ASSIGNMENT: Neither Party shall assign, transfer or sub-contract this Agreement nor
their rights or duties under this Agreement without the prior written consent of the other Party, except that
either party may assign to a successor entity in the event of its dissolution, acquisition, sale of substantially
all of its assets, merger or other change in legal status. In such a case, CONTRACOTOR shall notify
COUNTY of the assignment due to dissolution, acquisition, sale of substantially all of its assets, merger or
other change in legal status, and execute a formal Assignment, the form of which to be approved by
COUNTY
10. HOLD HARMLESS / INTELLECTUAL PROPERTY INDEMNIFICATION / LIMITATION OF
LIABILITY:
10.1 Intellectual Property Indemnification.
a. In the event there is a third party claim against COUNTY alleging that COUNTY’s use of the
Software in accordance with this Agreement constitutes an infringement of a Canadian or United States
patent, copyright, trade-mark or trade secret or other intellectual property that is valid and enforceable in
COUNTY’s jurisdiction, CONTRACTOR shall, at its sole cost and expense, defend and indemnify COUNTY
and pay any amounts finally awarded by a court of competent jurisdiction or agreed to in a settlement
approved by CONTRACTOR in advance, provided that:(i) COUNTY gives CONTRACTOR prompt written
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notice of any such claim and full opportunity to defend the same; (ii) COUNTY has not made any
admissions or entered into any settlement negotiations either prior to or after providing notice to
CONTRACTOR of the applicable claim except with CONTRACTOR’s prior written consent, (iii)
CONTRACTOR has sole control of the defense of any claim or proceeding and all negotiations for its
compromise or settlement; and (iv) COUNTY reasonably assists and provides information to
CONTRACTOR throughout the action or proceeding.
b. CONTRACTOR’s liability for any claims under this Section 10.1 shall be reduced to the
extent such claim arises from (i) unauthorized alterations or modifications to the Software by COUNTY or a
third party, except with the prior written consent of CONTRACTOR; (ii) combination, integration or use of
the Software with software, hardware or other materials not approved by Contractor, where such claim
would not have arisen but for such combination, integration or use, unless such combination, integration or
use was or should have been anticipated by CONTRACTOR; (iii) use of the Software other than in
compliance with this Agreement; or (v) use of the Software after written notice from CONTRACTOR to
COUNTY that COUNTY should cease to do so due to possible infringement.
c. Any breach by County of its covenants under this Section 10.1 shall nullify this indemnity but not
the sole right of Contractor to have full and complete authority of the defense to defend such claim or
proceeding and of all negotiations related therewith and the settlement thereof. In the event that
COUNTY’S use of the Software is finally held to be infringing, or CONTRACTOR deems that it may be held
to be infringing, COUNTY agrees that the only remedy available to it is that CONTRACTOR shall be, at
CONTRACTOR's election, for CONTRACTOR to: (1) procure for the COUNTY the right to continue use of
the Software; or (2) modify or replace the Software so that it becomes non-infringing.
d. The foregoing states CONTRACTOR's entire liability, and COUNTY’s exclusive remedy,
with respect to any claims of infringement of any copyright, patent, trade-mark, trade secret or other
intellectual property and property interest rights relating to the Software, or any part thereof or use thereof.
e. COUNTY may, at COUNTY’s sole cost and expense—which is outside the scope of this
indemnity—retain counsel of its own choosing who shall be permitted to attend all settlement conferences
and hearings or other court appearances (except where the court has specifically made an order against
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such attendance) related to the proceeding.
f. The indemnity provisions of this Error! Reference source not found.10.1 shall not apply to
any third party software.
10.2 General Indemnification
a. To the fullest extent permitted by law, and subject to the limitation on liability set forth in Section 10.3
below, CONTRACTOR shall fully indemnify, immediately defend, and hold harmless COUNTY and its
officers, agents and employees from third party claims, demands, causes of action, and liabilities of every
kind and nature whatsoever, including reasonable attorneys’ fees and court costs, arising out of or in
connection with the gross negligence or willful misconduct by CONTRACTOR or its agents or employees
which relates to this Agreement.
b. This indemnity is only effective where (i) the District has provided prompt notice of the claim, action or
demand to CONTRACTOR; (ii) the COUNTY has not made any admissions of liability or settlement offers
either prior to or after providing notice to Harris of the applicable claim except with CONTRACTOR’s prior
written consent, except to the extent required by applicable law, (iii) CONTRACTOR has sole control of the
defense of any claim or proceeding and all negotiations for its compromise or settlement; (iv) the COUNTY
provides reasonable assistance to CONTRACTOR, at CONTRACTOR’s expense throughout the action or
proceeding, and (v) the COUNTY may, at the COUNTY’s sole cost and expense, retain counsel of its own
choosing who shall be permitted to attend settlement conferences and hearings or other court appearances
and hearings (except where the court has specifically ordered otherwise) related to the proceeding.
10.3 Remedies:
a. BOTH PARTIES AGREE THAT, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, EXCEPT FOR CONTRACTOR’S INTELLECTUAL PROPERTY INDEMNIFICATION
OBLIGATIONS SET FORTH IN SECTION 10.1 OF THIS AGREEMENT, THE AGGREGATE LIABILITY
OF CONTRACTOR, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND SHAREHOLDERS AND COUNTY’S EXCLUSIVE REMEDY WITH RESPECT TO THE
SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY CONTRACTOR
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IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS
OF THE CAUSE OF ACTION, (I) FOR TIME PERIODS PRIOR TO ONE (1) YEAR AFTER COMPLETION
OF SERVICES, SHALL NOT EXCEED ONE (1) TIMES THE TOTAL AMOUNT PAID BY COUNTY TO
CONTRACTOR THROUGH COMPLETION OF SERVICES IN ACCORDANCE WITH THIS
AGREEMENT, AND (II) THEREAFTER ONE (1) TIMES THE AMOUNT OF FEES PAID BY COUNTY TO
CONTRACTOR UNDER THIS AGREEMENT IN TWELVE MONTH PERIOD PRECEDING THE CLAIM.
b. IN ADDITION TO THE FOREGOING, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL CONTRACTOR, ITS AFFILIATES AND EACH OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS BE LIABLE TO
COUNTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL,
OR AGGRAVATED DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOSS OF
REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, COSTS OF
SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
c. CLAUSES (a) AND (b) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND, ACTION, OR
PROCEEDING HOWSOEVER ARISING BY A PARTY IRRESPECTIVE OF THE NATURE OF THE
CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING INCLUDING,
BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT (INCLUDING
FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), BREACH OF TRUST, OR BREACH OF
FIDUCIARY DUTY, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE LIKELIHOOD OF THE
OCCURRENCE OF SUCH DAMAGES OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. INSURANCE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or any third parties,
CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies
or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint
Powers Agreement (JPA) throughout the term of the Agreement:
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A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E. Technology Professional Liability (Errors and Omissions)
Technology professional liability (errors and omissions) insurance with limits of not less than One
Million Dollars ($1,000,000.00) per occurrence. Coverage shall encompass all of CONTRACTOR’s
duties and obligations that are the subject of this Agreement. Coverage shall include, but not be limited
to, any and all claims, damages, costs, fees, regulatory fines and penalties, or forms of legal action
involving Cyber Risks.
F. Cyber Liability
CONTRACTOR shall obtain cyber liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence. Coverage shall include, but not be limited to, claims involving
Cyber Risks..
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Definition of Cyber Risks. “Cyber Risks” include but are not limited to (i) Security Breaches,
which may include Disclosure, whether intentional or unintentional, of Information to an Unauthorized
Third Party; (ii) invasion of privacy, including release of private information; (v) information theft by any
third person or entity, whatsoever; (vi) damage to or destruction or alteration of electronic information;
(vii) extortion related to CONTRACTOR’S obligations under this Agreement regarding electronic
information, including Information provided by County; (viii) network security; (ix) data breach response
costs, including Security Breach response costs; (x) regulatory fines and penalties related to
CONTRACTOR’S obligations under this Agreement regarding electronic information, including Personal
Information; and (xi) credit monitoring expenses.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
COUNTY of Fresno, its officers, agents, and employees, individually and collectively, as additional insured,
but only insofar as the operations under this Agreement are concerned. Such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will
administer this contract), stating that such insurance coverage have been obtained and are in full force; that
the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
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policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to recover
from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and
that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement
upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
12. AUDITS AND INSPECTIONS: CONTRACTOR shall at any time during business hours,
and as often as COUNTY may deem necessary, make available to COUNTY for examination all of its
records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon
request by COUNTY, permit COUNTY to audit and inspect all of such records and data necessary to
ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
13. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO N. Harris Computer Corporation
Director of Internal Services/CIO Systems Innovators
333 W. Pontiac Ave. 10550 Deerwood Park Blvd, Suite 700
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Clovis, CA 93612 Jacksonville, FL 32256
Attn: Jeffrey Sumner, Executive VP
All notices between COUNTY and CONTRACTOR provided for or permitted under this Agreement
must be in writing and delivered either by personal service, by first-class United States mail, by an overnight
commercial courier service, or by email. A notice delivered by personal service is effective upon service to
the recipient. A notice delivered by first-class United States mail is effective three COUNTY business days
after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by
an overnight commercial courier service is effective one COUNTY business day after deposit with the
overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day
delivery, addressed to the recipient. A notice delivered by email is effective when transmission to the
recipient is completed (but, if such transmission is completed outside of COUNTY business hours, then
such delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
that the sender maintains a record of the completed transmission. For all claims arising out of or related to
this Agreement, nothing in this section establishes, waives, or modifies any claims presentation
requirements or procedures provided by law, including but not limited to the Government Claims Act
(Division 3.6 of Title 1 of the Government Code, beginning with section 810).
14. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California. This Agreement excludes the
Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of
Goods (UNCCISG and any legislation implementing such Convention), if otherwise applicable.
15. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if CONTRACTOR is operating as a corporation (a for-profit or
non-profit corporation) or if during the term of the Agreement, CONTRACTOR changes its status to
operate as a corporation.
Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions that
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they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and
in which one or more of its directors has a material financial interest. Members of the Board of Directors
shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-
Dealing Transaction Disclosure Form, attached as Exhibit A and incorporated by this reference, and
submitting it to COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
16. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
///
///
///
///
/// [Signatures on Following Page]
///
///
///
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
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Jeffrey Sumner I Exeuctive Vice President
7 Print Name & Title
8 9000 Southside Blvd, Suite 7200
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Jacksonville, FL 32256
Mailing Address
FOR ACCOUNTING USE ONLY:
ORG No.: 89050000
Account No.: 7309
Requisition No.:
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
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Schedule A – Pricing and Payment Schedules
Software Licenses and Modules
Accounts Receivable (AR) Module $50,000.00
Existing Client Discount ($6,250.00)
Professional Services
Add Agriculture Department to Existing iNovah Instance
Implement AR Module For Public Health and Agriculture
Onboarding Training & Support for Agriculture and Health
$34,760.00
Custom AR Report development for up to 3 invoice types and best practice
implementation training (includes invoice number bar coding)
$24,000.00
Additional Professional Services at $200.00 per hour up to 80 hours annually. $16,000.00
Annual Support and Maintenance
Year 1 (starting July 1, 2019) $40,312.65
Year 2 $42,731.65
Year 3 $45,295.55
Year 4 $48,013.29
Year 5 $50,894.08
Year 6 $53,947.73
Year 7 $57,184.59
Year 8 $60,615.67
Year 9 $64,252.61
Year 10 $68,107.76
* After year 2 of the Agreement, CONTRACTOR may increase the per-hour cost of additional professional
services by up to 6% each year. All professional services must be detailed in a Statement of Work
provided by CONTRACTOR ,which shall be approved in writing by the Director of Internal Services or
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his/her designee before work is begun.
The annual support and maintenance applies only to those interfaces written and maintained by
System Innovators. Support fees for interfaces include modifying interfaces to comply with changes forced
by legislation or System Innovators system upgrade. The pricing above does not include the cost for
adapting to changes to third-party systems.
Software License and Professional Services Payment Schedule
This schedule represents the fixed-price, fixed duration pricing for the design, development, coding,
testing, and implementation the requested modification described in the Statement of Work. This
investment will be paid in installments based on the milestones identified in the following payment
schedule.
Payment
Number Milestone Payment Amount
1 100% of License Fees due upon Execution of the Contract $43,750.00
2 100% of the Project Initiation Phase upon phase start $5,876.00
3 100% of the Analyze and Design Phase upon phase start $14,690.00
4 100% of the Development Phase upon phase start $23,504.00
5 100% of the Test Phase upon phase start $8,814.00
6 100% of the Transition Phase upon phase start $2,938.00
7 100% of the Deploy Phase upon start $2,938.00
8 Monthly as incurred - Professional Services Block of Time up to 80 hrs $16,000.00
Software and Services Total Investment: $118,510.00
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Hardware and Peripherals
HARDWARE and PERIPHERALS
APG 4000 Series 18 x 16 Cash Drawers 3 @ $268.00
$804.00
Honeywell Bar Code Scanners 3 @ $175.00 $525.00
Cognitive/TPG A776 Receipt Printers 4 @ $560.00
$2,240.00
Hardware and Peripherals Total: $3,569.00
Annual Support and Maintenance
Billed annually in advance on January 1st.
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Schedule B
Included Programs (provided by CONTRACTOR)
iNovah Enterprise License – 200,000 annual receipt volume
The following iNovah Interfaces:
Research and Reporting Module
Peoplesoft G/L
Property Tax and CUBS
Tender Image Export to RT Lawrence
Accounts Receivable Module
Required Programs (provided by “COUNTY”)
County is required to provide programs as described in iNovah System Requirements document
(Version 2.60 provided under separate cover) and updated electronically as provided on System
Innovators customer portal.
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Schedule C
Statement of Work
Project Scope
The following table represents a summary of the Software and Services “(Project Scope)” to be
delivered by System Innovators as part of this SOW.
Software Module Description Assumption
iNovah Software Modules
1 iNovah Accounts Receivable Module Base Software Version
iNovah Integrations
1
Custom AR Report development for up to 3 invoice
types and best practice implementation training
(includes invoice number bar coding)
1 Professional Services as described in Schedule A
Professional Services In Scope
(1) Delivery Approach
Consulting, Development, and Training
Business Process & Technical
Assessment
☒ Yes
☐ No
Select one:
☐ Onsite Support
☐ Delivered Remotely
☒ Combination of Onsite and Remote
iNovah System Administration Training
and Configuration Workshop
☒ Yes
☐ No Always Delivered at the Customer’s Site
Development of iNovah Integrations ☒ Yes
☐ No Always Delivered Remotely
Unit and System Testing ☒ Yes
☐ No
Select one:
☐ Onsite Support
☐ Delivered Remotely
☒ Combination of Onsite and Remote
End User Training (Cashier/Supervisor) ☒ Yes
☐ No
Always Delivered at Customer’s Site as either
(select one)
☒ System Innovators Lead Training
☐ Customer Lead Training (i.e. Train-the-
Trainer)
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Professional Services In Scope
(1) Delivery Approach
Onsite Production Turnover/Go-Live
Support
☒ Yes
☐ No
Select one:
☒ Onsite Support
☐ Delivered Remotely
(1) Project Deliverables and Activities are only applicable for “In Scope – Yes” Professional Services.
Project Overview
System Innovators will provide cashiering software (“iNovah”) to the Customer for the collection of
payments. System Innovators will also provide project management, consulting, configuration,
development, software installation, training, and go-live support services as defined in SOW.
Timeline
System Innovators will work closely with the Customer to manage the SOW and ensure success of the
overall project. System Innovators expects the planning, design, development, testing, training, and go-live
phases to take approximately 120 days based on the following assumptions and the use of best practices
established through similar implementations.
Sample iNovah Project Timeline
Assumptions
The following assumptions have been made for this project:
1. The following Customer resources will be available to work on this project:
Executive sponsor
Project Manager – minimum of 50% of time allocated to iNovah project
Payment processing subject matter expert
Host system subject matter expert
iNovah administrator
Network administrator
2. A high-speed remote VPN connection to iNovah is available for testing and production support.
3. The Customer is responsible for providing servers, workstations and third party software that
meet the system requirements per Schedule “A” of the Software License Agreement.
4. The Customer is responsible for the configuration of servers, workstations, networks and third
party software.
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5. System Innovators staff will be provided with workspace for up to two people when performing
onsite services. The workspace will be equipped with a connection and access rights to the
Customer’s network.
6. System Innovators staff will have console access to iNovah servers when performing services
onsite.
7. The Customer will provide the services described in this SOW in a timely fashion to allow
System Innovators to meet agreed upon schedules.
8. To enable an interface to iNovah, the Customer or Customer’s vendor will provide an application
programming interface (API) to all applications to be interfaced.
9. The Customer is responsible for working with the Customer’s Staff and/or the Customer’s
Vendor to provide System innovators the latest versions of technical documentation /
specifications, testing material, and resources.
10. The Customer will provide a test and production environment for iNovah. Note: An additional
QA/training environment is recommended for larger projects.
11. Mainframe integrations – It is assumed the Customer will establish staging tables that contain
the mainframe data that is to be accessed/updated by iNovah. Web services will be provided
by the Customer that expose services for inquiring and updating the data in the staging tables.
System Innovators Deliverables
Based on Project Scope, System Innovators will provide the following standard products and
services:
Phase Deliverable Description
Initiate Project Kick-Off Initial meeting to introduce project team members,
objectives, and next steps
Analyze and
Design
iNovah Project Plan Final iNovah Project Implementation plan
Assessment Workshop Meeting at Customer facilities to identify business
requirements
Functional and Integration
Specifications
Documented requirements for iNovah
configuration and integration development
iNovah Installation in Test
Environment
Latest iNovah software version, without
modifications, in a test environment at Customer
facilities
Configuration Workshop System Innovators lead Configuration Workshop
for up to (8) Customer representatives (subject
matter experts and iNovah administrators.)
System Administration Training System Innovators lead System Administration
class for up to eight (8) Customer representatives
(iNovah administrators.).
Develop iNovah Integrations Delivery of in scope iNovah Integrations per
specifications
Deploy iNovah End-User Training End-user training for iNovah users per Project
Scope section of this SOW
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Phase Deliverable Description
Transition Production Support Production support at iNovah production go-live
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Project Phase Activities
Based on Project Scope, System Innovators’ and the Customer will responsible for completing the following
activities.
Activity
Service Responsibility
System
Innovators
The
Customer Shared
All Phases
Overall Project Management X
Overall Change Management X
Managing all System Innovators personnel assigned to the project X
Managing all Customer’s personnel assigned to the project X
Managing Customer’s Vendor resources; including escalation X
Coordinating schedule changes with the System Innovators
Project Manager X
Managing the project schedule and reporting variances X
Managing the activities assigned to Customer in this SOW X
Coordinating and participating in project related calls and
meetings X
Providing weekly progress reports to the Customer Project
Manager X
Reviewing and providing feedback on weekly progress reports X X
Coordinating delivery of all Hardware and Software X
Initiate Phase
Finalize System Innovators resource plan and delivery resources X
Finalize the Customer’s resource plan and delivery resources X
Coordinate the project kick-off meeting X
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Activity
Service Responsibility
System
Innovators
The
Customer Shared
Define project governance structure and align implementation
methodology X
Share Customer’s Project Plan, if applicable. (i.e. iNovah rollout in
conjunction with EPR deployment) X
Create the iNovah Project Plan X
Develop and Publish Assessment Agenda X
Conduct Kick-off Meeting X
Schedule resources and manage logistics for Assessment
Workshop per agreed upon schedule X
Peripheral hardware, identified in the Agreement, delivered to
Customer’s facilities X
Provision VPN access to Test Environments X
Analyze & Design Phase
Lead workshops to gather design decisions X
Attend workshops with appropriate resources with authority to
make design decisions X
Ensure appropriate Customer representation in workshops X
Make key design decision decisions around process and
configuration X
Documenting configuration requirements in functional
specifications X
Documenting recommendations for site preparation and
infrastructure changes X
Coordinating delivery of all hardware and software with the
Customer X
Verifying acceptance of all delivered products and services X
Coordinating the delivery of all Software warranty services and
Hardware Support Services X
Provide VPN access to the production system for access by
System Innovators (if allowed) X
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Activity
Service Responsibility
System
Innovators
The
Customer Shared
Coordinating the collection of information for tailoring,
customization and configuration requirements X
Provide documented Acceptance Test Plan X
Reviewing an Acceptance Test Plan provided by the Customer X
Provide the business process and technical requirements for
iNovah solution X
Develop Phase
Conduct System Administration class at the Customer’s facility X
Attendance of Customer’s representatives to the System Training
class X
Conduct System Configuration Workshop class at the Customer’s
facility X
Attendance of Customer’s representatives to the System
Configuration Workshop class X
Provide printed copies of reference or training materials X
Modify software routines within iNovah to handle input devices
included in the functional specifications X
Modify software routines within iNovah to call interface routines
included in the technical specifications X
Input all parameters in iNovah maintenance tables and
configuration files required to create the configuration included in
the Functional Specification
X
Provide technical specifications for each type of callable XML
based Web Services X
Aid in design of callable Web Service(s) to retrieve and post the
Customer’s account information from XML based documents
supplied by the Customer to support two-way interfaces
X
Design and code other custom features for iNovah as defined in
the functional and technical specifications X
Design and code callable interface API to retrieve the Customer’s
account information from existing applications X
Design and code callable interface to support post payment
information to the Customer’s accounts for batch interfaces X
Test Phase
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Activity
Service Responsibility
System
Innovators
The
Customer Shared
Install all Customer provided hardware and software for testing and
verify that the environment is working properly X
Work with the Customer to install iNovah at the Customer’s facility
for acceptance testing X
Verify that all Hardware and Software is properly installed at the
Customer’s facility and ready for acceptance testing X
Unit test each modification to iNovah X
Perform system tests on the delivered version of iNovah to ensure
that the system performs standard functions as expected and
meets all requirements included in the functional and technical
specifications
X
Coordinate testing activities with the Customer’s personnel and
third party contractors/vendors X
Perform all tests documented in the Acceptance Test Plan X
Assist the Customer in performing the Acceptance Test Plan X
Document and manage any deficiencies found during the
acceptance tests X
Maintain issues list for all iNovah defects reported during the
testing phase X
Review the results of acceptance testing and correct documented
deficiencies X
Retest corrected defects X
Acceptance of delivery of iNovah X
Deploy Phase
Coordinating training activities with the Customer’s personnel, third
party contractors X
Conduct End User Training as defined in Project Scope section of
this SOW X
Provide All training materials and documentation on electronic
media X
Provide a training room (appropriate for number of installed and
networked personal computers) with access to test or training
servers
X
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Activity
Service Responsibility
System
Innovators
The
Customer Shared
Provide a computer projector and screen for training classes X
Any required iNovah peripheral hardware for training classes X
Providing desktop training for all cashiers and other users that do
not have experience with the recommended Windows operating
system or Internet Explorer computer applications prior to System
Innovators arrival
X
Ensure attendance of cashiers and supervisors during the end user
training class X
Ensure end users participation in practice the exercises X
Provide printed copies of reference or training materials X
Update the functional and technical specifications (if required) to
reflect all modifications to requirements, configuration, and
schedule as agreed via the PCR Process
X
Finalize the production roll out schedule X
Install all required network cabling, hardware and software X
Define remote support process for System Innovators Client
Services Team. X
Verify that VPN access to the production system works properly (if
provided) X
Ensure that all site preparations are completed X
Install all computer hardware and software for the production X
Verify that all hardware, software and networks are working
properly X
Assist the Customer in troubleshooting installation problems
related to installing iNovah in production environment X
Establish production user names and password on iNovah X
Ensure that all staff members are appropriately trained X
Verify acceptance of first production use of iNovah X
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Activity
Service Responsibility
System
Innovators
The
Customer Shared
Provide deployment support as defined in Project Scope section of
this SOW X
Assist the Customer in monitoring the performance of iNovah and
identifying any deficiencies X
Provide trained supervisors to assist new users with iNovah X
Transition Phase
Transition the Customer’s project to System Innovators Client
Services Team X
Document any problems that occur and provide information on any
deficiencies in iNovah to System Innovators Client Services X
Request acceptance of ‘Live’ status of iNovah once the System
has been in production at any location for 30 days X
Provide acceptance of the ‘Live’ status of iNovah once the System
has been in production at any location for 30 days X
Hardware and Software Installation
Provide recommendations for server hardware, personal
computers, and network settings to the Customer X
Deliver peripheral hardware, identified in the Agreement, to the
Customer’s facilities X
Coordinate installation services with the Customer’s personnel,
third party contractors X
Provide assistance with installation of provided peripheral
hardware on personal computers in testing environment at the
Customer’s Facilities
X
At least two (2) servers (virtual or physical) per environment,
meeting the hardware prerequisites provided by System Innovators X
Personal computers, for all cashiering and supervisory
workstations, meeting the hardware prerequisites provided by
System Innovators.
X
Computer network connectivity between all personal computers,
servers and other computers where interfaced applications reside X
Backup plan for all System Innovators products and databases X
Universal Power Supply (UPS) equipment for the computer servers X
Installation and maintenance of all the Customer’s provided
hardware X
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Activity
Service Responsibility
System
Innovators
The
Customer Shared
iNovah delivered to the Customer’s facilities X
Installation of iNovah on servers and iNovah Client on one (1)
workstation in the Customer’s Test Environment X
Installation of third party Software, provided by System Innovators,
on servers and/or personal computers in the test environment at
the Customer’s facilities
X
Microsoft operating system software for all servers and personal
computers per recommendations. X
Microsoft SQL Server software per recommendations for the
database server X
Computer network software supporting IP communications
between all personal computers, servers and other computers
where interfaced applications reside
X
Backup software for the computer servers X
Virus protection software for all computer servers and personal
computers X
Installation and maintenance of all the Customer’s provided
software X
Production environment software installation X
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Project Governance
Project Management Structure
Adhering to a formal project management structure is an essential component of a successful
implementation, with reciprocal communication being the most fundamental element of the governance
process.
System Innovators recommends a Project Structure that empowers the Core Project Team with the
responsibility of conducting daily project operations, allows Executive Sponsors the ability to monitor overall
project progress through scheduled reviews, as well, as providing a resolution path for impasses or
decisions that have the potential to affect the implementation timeline and/or scope.
Recommended Project Management Structure
Steering Committee
The Steering Committee is the top escalation point for the project and performs the following functions:
Provides a controlling mechanism for overall project progress and Change Orders
Meets during project kick-off and at defined intervals during Implementation
Members include:
The Customer’s Executive Sponsors
Executive Sponsors at System Innovators
Project Managers (as needed)
Contract Level
The person or persons responsible for the contract side on the Customer side performs the following
functions:
Owns the project Change Order process
Manages any contract aspect of the project
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Members include:
System Innovators Vice President of Professional Services or Vice President of Sales
Responsible Commercial/Relationship owner at the Customer
Core Project Team
System Innovators and Customer Core Project Teams are responsible for successfully delivering the
project per the SOW and perform the following functions:
Participates in all project phases
Ensures that the delivered solution meets internal stakeholder expectations
Responsible for communication and expectation management with project stakeholders
Members include:
Full program and delivery teams
The Customer’s Project Manager will review the progress reports created by the System Innovators Project
Manager and provide feedback to resolve issues and changes.
Project Change Control
A defined process for controlling scope issues and change requests must be in place and followed to help
ensure that proper visibility is given to change requests and any associated approvals required.
Items that modify the scope of work will be reviewed by the System Innovators Project Manager to
determine if there is an impact to the cost or timelines for this project. Out of scope services will be charged
as outlined in Rate Card listed within the “Agreement”. Any change must be documented in a mutually
executed Project Change Request (PCR) Work Order.
The following change control procedure shall apply to this SOW:
1. Project Resource(s) identify new or change in requirements and escalate to the respective Project
Manager.
2. System Innovators and Customer’s Project Managers work together to gather required information
to determine if a Change Order is required.
3. Project Managers determine if a Change Order is valid
a. If no, Project Resources will be informed and the change management process ends.
b. If yes, System Innovators Project Manager will facilitate the creation of the Change Order
and promptly provide it to the Customer’s Project Manager.
4. Customer Project Manager will review the proposed Change Order, with appropriate Customer
resources, for content and completeness, and accuracy.
5. If proposed Change Order requires changes, Customer’s Project Manager and System Innovators
Project Manager will collaborate to consider necessary modifications.
6. Change Orders must be reviewed and approved by the Contract Level of the Project Steering
Team.
7. If approved by Project Steering Team, the appropriate authorized Customer signatory may sign the
Change Order; provided that notwithstanding anything to the contrary in this SOW, no Change
Order shall bind Customer unless approved expressly and in writing by the authorized Customer
signatory or his/her designee.
8. The Customer Project Manager will inform the System Innovators Project Manager and process
required paperwork for any executed Change Order.
9. The Customer Project Manager and System Innovators Project Manager will perform administrative
project tasks associated to the project and inform the Project Resources accordingly.
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Schedule D
Support and Maintenance Services
The purpose of this Exhibit 2 is to provide our clients with information on our standard coverage, the
services which are included as part of the annual software support and maintenance services, a listing of
call severities, an outline of our escalation procedures and other important details.
System Innovators reserves the right to make modifications to this document as required; provided,
however, System Innovators shall not reduce the scope of support provided hereunder without the prior
consent of the Organization.
1 Description of Support Services
Support Request Flow
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System Innovators Standard Support Request Flow
Level 1 SupportClientLevel 2 SupportLevel 3 SupportClient contacts
support team
with request
Opens case Provides
response?
Investigates
question or
issue
Resolved?
Updates case
and assigns to
L2 queue
Reviews case
and investigates
further
Provides
response?
Resolved
NO
YES
NO
YES
Updates case
and assigns to
L3 queue
NO
NO
Reviews case
and investigates
further
Provides
resolution?
Update case and
assign to L2
Defect or
New
Functionality
?
YES
NO
TFS Bug TFS Change
RequestDEFECTUpdate case and
assign to L2
NEW FUNCTIONALITY
EndStartYES
YES
1.2 Support Request Process
In order to initiate the support process, the client is required to notify System Innovators Client Services
of a support request by phoning support or by sending an email. In the future a Web Portal Ticketing Tool
will be available. In either case the client will receive a case reference number for tracking the progress
of the support request.
All client support requests must include at a minimum: organization name, contact person,
software product and version, module and/or menu selection, nature of issue, detailed description
of the question or issue and any other information believed to be pertinent.
A support analyst will record the request into the support tracking system. The client will receive
a case number for issue tracking.
The request will be logged to a queue and the first available support analyst will be assigned to
work the support request with the client.
While the support analyst investigates the issue, the client will be contacted for additional
information, advised of issue status, and course of action for resolution.
Should the support request uncover a product defect, the issue will also be logged into the
development tracking system. Now, along with the case number, the client will also receive a
bug number. At this time, the support case will be placed in a deferred state. The case will
reference the bug number. Issues escalated to development will be scheduled for resolution in a
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future software maintenance release. The resolution timeline is dependent on the nature and
complexity of the defect.
Should the support request uncover new feature/functionality, the request will be logged into the
development tracking system. Now, along with the case number, the client will also receive a
change request number. At this time, the support case will be placed in a deferred state. The
case will reference the change request number. Clients may be charged for new feature/
functionality requests.
Contact the support department at your convenience for a status update on any and all support
requests.
1.3 Standard Support Services and Activities
The support services listed below are included as part of annual software support and maintenance:
800 toll free telephone support
Email support call logging and notification
Technical troubleshooting and issue resolution
Periodic software maintenance updates that incorporate new product features/functionality
Periodic maintenance updates of the software that incorporate corrections of defects, fixes of
minor bugs
Product release notes
Product manuals
Training guides
Installation documentation
Technical service bulletins
Peripheral device support; drivers, firmware
New software release notifications
State and/or Federal mandated changes (charges may apply)
Scheduled assistance for installations, upgrades and other special projects (charges may apply)
Design review for potential enhancements or custom modifications (charges may apply)
Limited training consultation (15 minute guideline)
Attendance at the annual customer conference (attendance fees apply)
1.4 Out of Scope Services and Activities
Extended training consultation
Setup of peripheral devices; printers, scanners, barcode readers, imagers, cash drawers
Custom software modifications
- Source system interfaces
- File imports and exports
- Bills/scanlines/barcodes
- Cashiering customizations
- Reversal of customizations
Data conversions / global modification to setup table data
Database maintenance, repairs and optimization
Database refreshes, backups, restores
Operating system installation/upgrades of servers/workstations
iNovah Public API consulting (billable service)
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Custom report development (billable service)
Form creation or re-design (billable service)
On-site installation, upgrade or troubleshooting
Reconfiguration of hardware, fileservers, and virtual environments
Hardware system upgrades
Third party software upgrades
Assistance with creation of backup scripts / backup recovery
Assistance with database installation, configuration and updating
Preventative maintenance monitoring or other services
Recommending or assisting with disaster recovery plans
Assistance with recovering data resulting from system crashes (charges may apply)
1.5 Third Party Support
The purpose of this section is to provide our clients with information on the standard coverage and the
services which are included in annual maintenance with regard to third party software support (if
applicable). This section serves as a guideline for the support department but is superseded by any
existing third party or other agreement.
800 telephone support – first line phone support for troubleshooting (more complex issues will be
escalated to the actual third party vendor of the product)
“On call” after hours support (scheduled assistance for installations, upgrades and other special
projects – there may be charges depending on the scope of work)
Technical troubleshooting
Limited training questions (15 minute guideline)
Support provided for installed database issues (30 minute guideline)
Web Service installation and connection to database assistance
Updating system to support new versions of licensed applications
2 Severity Levels
Definitions
In an effort to assign resources to incoming calls as effectively as possible, we have identified four types
of call severities, 1, 2, 3, and 4. A Severity 1 call is deemed as an Urgent Priority call, Severity 2 is
classified as a High Priority, Severity 3 is Medium Priority, and Severity 4 is Low Priority. The criteria
used to establish guidelines for these calls are as follows:
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Severity Levels Definition
Severity 1 The total unavailability of the production application, or a repeatable malfunction within the
production application causing impact to business operation if not promptly restored.
System Down (Software Application)
Inability to process payments
Program errors without workarounds
Incorrect calculation errors impacting a majority of records
Aborted postings or error messages preventing data integration and update
Performance issues of severe nature impacting critical processes
Severity 2 Reproducible issues that affect the functioning of components within the application, or data
inconsistencies with no work around available.
Calculation errors impacting a minority of records
Report calculation issues
Printer related issues (related to interfaces with our software and not the printer itself)
User Security/Permission issues
Workstation connectivity issues (Workstation specific)
Severity 3 Reproducible or intermittent Issues that affect the functioning of components within the application,
or data inconsistencies. Workaround available.
Usability issues
Performance issues not impacting critical processes
Report formatting issues
Training questions, how to, or implementing new processes
Recommendations for enhancements on system changes
Severity 4 Requests for information, assistance on application capabilities, and other requests that do not fit
the criteria for Severity 1, Severity2, or Severity 3.
Questions about documentation
Requests for documentation or information
Questions about products
Aesthetic issues
3 Service Levels
Response Time
Severity Levels Response Time
Severity 1 1 - 4 Business Hours
Severity 2 1 - 2 Business Days
Severity 3 1 - 5 Business Days
Severity 4 1 - 10 Business Days
Response times are not applicable during office closure for published holidays, or natural
disasters, and/or other exceptional unplanned events.
System Innovators does not guarantee case resolution during the response time, only
acknowledgement of the support request.
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4 Client Designated Support Contacts
The client will assign two (2) named resources, a primary and a backup, to be client designated
support contacts responsible for:
1. Assisting with the support relationship between System Innovators and the client
2. Initiating and managing the priority case handling process
3. Distributing proactive notifications to the client’s end users (as applicable)
4. Ensuring appropriate follow up and feedback from the client’s end user
5. Ensuring that a communication link is operational for remote troubleshooting purposes; direct
internet, virtual private network (VPN), remote access server (RAS)
5 Contact Information and Support Hours
5.1 Contact Information
Phone 800.963.5000 x2
Email clientservices@systeminnovators.com
5.2 Support Hours
Monday thru Friday 8am – 8pm Eastern Time
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5.3 Holiday Schedule
Please note that support services will be closed on designated days as outlined below. An asterisk
* next to the holiday indicates that the System Innovators office is closed, however, client support
is available.
New Year's Day Closed
President’s Day (Observed) Closed
Memorial Day (Observed) Closed
4th of July (Observed) Closed
Labor Day Closed
Columbus Day * Closed
Thanksgiving Day Closed
Day after Thanksgiving * Closed
Christmas Day (Observed) Closed
Day after Christmas * Closed
6 Support Request Escalation
6.1 Process
This escalation process was implemented to ensure that client issues are handled in an efficient and timely manner. If at any time
you are not completely satisfied with the handling of the support request, escalate with the support department as follows:
Contact the analyst working the issue
Contact the Manager of Support
Contact the Vice President of Support
Contact the Executive Vice President of System Innovators