3311 To authorize the execution of an Agreement with Harris Computer Corporation for Software Licensing and Consulting ServicesTHE CORPORATION OF THE TOWN OF TILLSONBURG
BY-LAW .�,,5
A BY-LAW to authorize the execution of an Agreement with Harris Computer
Corporation for Software Licensing and Consulting Services
WHEREAS pursuant to Section 8 of the Municipal Act, 2001, S.O. 2001, C.25, a
municipality has the capacity, rights, powers and privileges of a natural person for the
purpose of exercising its authority under this or any other Act,
AND WHEREAS it is deemed expedient to enter into an Agreement with Harris
Computer Corporation for Software Licensing and Consulting services
NOW THEREFORE the Council of the Corporation of the Town of Tillsonburg enacts
as follows:
1. That the following Agreement attached hereto is hereby approved:
Appendix "A" - Agreement with Harris Computer Corporation
2. That Appendix "A" hereto attached are declared to be part of this by-law as if
written and incorporated herein.
3. That the Mayor and Clerk are hereby authorized to execute the docui-ncnt attached
hereto and such other documents to implement the matters herein.
4. This By -Law shall come into force and effect upon enactment.
READ a First, Second and Third Time, Signed, Sealed and Numbered
this 25th day of March 2008.
dcrk
H-ORRIS
CONTRACT AMENDMENT
This amendment (hereinafter `Amendment') of the SOFTWARE LICENSE AND
CONSULTING AGREEMENT (hereinafter `Contract') between THE CORPORATION OF
THE TOWN OF TILLSONBURG ('Town of Tillsonburg', `Tillsonburg Hydro', or
`Organization') and ADVANCED UTILITY SYSTEMS CORPORATION (hereinafter
`Advanced') signed on is made and entered into by and between N.
HARRIS COMPUTER CORPORATION (`Harris' or `Consultant'), who acquired Advanced,
and TOWN OF TILLSONBURG.
Town of Tillsonburg and Harris agree and acknowledge that the purpose of this Amendment is to
modify as provided herein and otherwise continue the present contractual relationship between
the Parties as described in their current Contract.
In consideration of the extension of the mutual promises, representations, assurances, and
provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged
by the Parties, Town of Tillsonburg and Harris hereby agrees to amend the current contract as
follows:
1. Harris will install and replace Town of Tillsonburg's existing Infinity customer
information and billing system with NorthStar version 6.2 (described in Schedule A) on
server(s) at Town of Tillsonburg based on hardware specifications approved by Harris'
technical staff.
2. Harris will convert a total of five years of Town of Tillsonburg's customer data from
Infinity C:IS to NorthStar.
3. Harris will set up the NorthStar system and train staff per our Pathfinder Implementation
Methodology (described in Schedule C) and hours outlined ll1 the Fee Structure and
Payment Schedule (Schedule D).
4. Harris will provide Town of Tillsonburg with ongoing support and maintenance for
NorthStar as per our standard Support and Maintenance Agreement (described in
Schedule E).
5. All references to CIS lqf pity in the current Contract shall hereby be deemed as references
to Harris NorthStor.
6. The original Schedule A (Detailed Description of Software) is replaced by Schedule A
attached hereto — all references in the current Contract to Schedule A shall in future be
considered references to the new Schedule A.
7. The original Schedule B (Implementation Process and Schedule) is replaced by Schedule
B attached hereto - all references in the current Contract to Schedule B shall in future be
considered references to the new Schedule B;
8. The original Schedule C (Support Agreement) is replaced by Schedule E attached hereto
- all references in the current Contract to Schedule C shall in future be considered
references to the new Schedule E.
Town of T HIsonburg 18iv3i22Og8 Fagg 1
i -l --A R R I S
9. The original Section 4.1 (Fees and Payments) and associated Schedule D is replaced with
Schedule D attached hereto — the contents of 4.1 in the current Contract are hereby
revoked.
10. In addition to the consulting services outlined in Section 2.1 of the current Contract, the
Consultant agrees to perform the following services for the Organization:
a. Provide interface (SPI deregulation, meter handheld, bank file / lockbox) and
generic bill. print functionality
b. Provide remote; consulting as required to assist with setup, configuration, cycle
and parallel testing
c. Provide on-site, post -implementation go -live support
d. Provide continued remote consulting (implementation support) until such time as
it is mutually agreed between the parties that the Organization is ready for
"regular" support according to the terms of Schedule F.
11. In addition to the terms of 3.1 with respect to Grant of License,
a. The Consultant hereby grants to the Organization the right to create and install
one or more non -production Test company(ies) either on the same server or a
different server.
b. The Consultant hereby grants to the Organization the right to install the software
on an additional server at a hot standby site for disaster recovery purposes.
12. Should Harris withdraw or discontinue support for NorthStar in the Ontario market
within five years of contract signing Harris will reimburse the Town of Tillsonburg for all
implementation costs outlined in this amendment or convert the Town of Tillsonburg to
an appropriate replacement at Harris' expense.
13. Harris will increase the NorthStar user license from ten to fifteen without charging
Tillsonburg an additional NorthStar license charge. The only cost would be for the third
party licenses (4JS and appropriate database licenses) as reflected in our pricing.
14. Harris will perforin, at no charge, the necessary programming to receive a lock -box
import file from the Town of Tillsonburg's Active Networks "Payment Manager" system.
In addition, Harris will work with Active Network's staff to provide them with the
appropriate API and file layout that will allow Active Network's Payment Manager to
query the NorthStar database.
Harris and Town of Tillsonburg agree that any and all the defined words or phrases in the current
Contract between the parties will apply equally to and throughout the Amendment.
For and in consideration of the mutual assurances, promises, acknowledgements, warrants,
representations, and agreements set forth in the Contract and this Amendment, and for the other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
undersigned hereby execute this Amendment of behalf of Town of Tillsonburg and Harris and by
doing so legally obligate and bind Town of Tillsonburg to the terms and conditions of the
Contract and this Amendment.
Town of Tiiisonnurg 18/03/2"008 Page 2
14ARRIS
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective
the day of March, 2008.
N. HARRIS COMPUTER CORPORATION
Per:
Name: Rob Di Murro
Title: Executive Vice President
THE CORPO ION OF THE TOWN OF
TILLSONB G
i
Name: Stephen Molnar
Title: Mayor
THE CORPORATION OF THE TOWN OF
TILLSONBURG
n =f A
Per:
Naive: Michael Graves
Title: Director of Corporate Services/Clerk
Town of Tillsonburg 18/03/2008 Page 3
J -1-A R R I S
Schedule "A"
Software Description (see attached)
Town of Tillsonburg 18/03/2008 Page 4
i -l -A R R l S
Schedule "B"
Implementation Process and Timetable
I. COMPLETION OF SERVICES — GLOBAL TIMETABLE
Project Commencement Date: April 2008
Estimated Project Completion Date: To be established
Consultant's Project Manager: Ms. Mary Lee Whitehead
Organization's Project Manager: Mr. Robert Musty
Project Schedule: Statement of Work to follow
II. COMPLETION OF SERVICES — KEY PHASE TIMETABLES
1. Conversion Process
Projected Commencement Date:
Estimated Projected Completion Date:
2. Installation/Setup
Projected Commencement Date:
Projected Completion Date:
3. Training
Projected Commencement Date:
Estimate Projected Completion Date:
April 2008
April 2008
Project Plan to follow
Project Plan to follow
Project Plan to follow
Town of Tillsonburq 18/03/2008 Page 42
I -I -A R R l S
Schedule `C"
Implementation Methodology
Town of Tillsonburg 18/03/2008 Page 43
t-f,-ARR /5
Schedule "D"
Fee Structure and Payment Schedule
Licenses
Description
Tillsonburg
Maintenance
NorthStar CIS version 6.2
$909000
$359000
eCARE - Customer Web Portal
$159000
$3,300
DSM -Demand Side Management
$109000
$2,200
m CARE
$22,500
$49950
EIS - Dashboard
$53000
$11100
eDOC - File Management Software
$7,000
$1,540
License Sub Total
$1499500
$48,090
Software for Life & Incentives
($105,750)
($8,090)
Total CIS Licenses
$439750
$409000
Professional Services
Description
Hours
Total
System Installation
40
$6,000
Data Conversion
160
$24,000
Configuration
40
$6,000
Training
120
$18,000
Cycle Testing
40
$69000
Integrated Testing
40
$6,000
Project Management
100
$15,000
Go -Live Support
40
$6,000
Remote Consulting
120
$18,000
Bill Print
40
$6,000
Interface to Financials
24
$3,600
Hand Held
24
$3,600
Post Live On-site Time
40
$6,000
eDOC Install setup and training
8
$1,200
Embedded Cognos 8 Training
40
$6,000
eCARE & DSM Install setup and training
40
$6,000
mCARE Install setup and training
80
$12,000
EIS Install setup and training
24
$3,600
Total Hours
1020
Total Professional Services
$1531000
3rd Party Licenses
Description
Canty
Cost
Maintenance
4J's GUI
15
$65750
$1,050
Embedded Cognos 8 Report Writer
1
$7,500
$1,650
tlf /' p' tl tl iY'F"9 i ..a '�.� 1-� - \ rV sit ``.t!`!Y ! ..� '1?7L! f�T �..t-j
I I1 st�E 3bur i, tia.3 t14 .ryiit atvE..,ItRrfr Lt ;�.. 0� r�t vp
Total 3rd Party
$14,250
$29700
Town of Til isonburg 18/03/2008 Page 50
Project Summary
Licenses
Professional Services
3rd Party Licenses
Project Total Excluding Travel
Payment Schedule Summary:
A. All figures quoted in Canadian dollars.
R R 1 S
Cost
Maintenance
$43t750
$40,000
$153,000
$0
$149250
$2,700
$211,000 $42,700
B. On execution of this Agreement Town of Tillsonburg agrees to pay the sum of $211,000
as per payment schedule below.
C. Fees are summarized as follows:
a. Licenses $435750
b. Services $1539000
C. 3rd Party $14,250
D. Payment Schedule Detail:
a. 25% due upon signing
b. 25% due on installation of software
c. 25% start of training
d. 25% due on `go live' (first bill produced).
E. Special Note. Fee Structure does not include travel. Travel and related expenses are
billed as incurred.
F. Annual Support and Maintenance Fee............................................................ $42,700
G. Town of Tillsonburg will pay and remain under Advanced Support and Maintenance
until go live which is defined as the first bill produced using NorthStar. Upon go live
Harris will transition support from Advanced to our NorthStar Division. At this point the
Annual Support and Maintenance Fees quoted above will be effective.
H. Support and Maintenance fees will be prorated to December 31st. All future Support and
Maintenance periods will run from January 1 s` to December 31 st
I. 1N/Iaintenance on tlimi-party licenses is duc on execution of this Amendment,
Town of Tillsonburg 18/03/2008 Page 51
R R / S
J. Harris will provide the Town of Tillsonburg with a five year locked in Maintenance and
Support Agreement.
as follows:
Annual Support and Maintenance Fees for the five year period are
Year
Support Fee
1
$42,700
2
$449835
3
$47,077
4
$49,431
5
$511 902
Town of Tillsonburg 18/03/2008 Page 52
Y-1-� R R / S
Schedule "E"
Support and Maintenance Agreement
This support and maintenance agreement (the "Support and Maintenance
Agreement") between Consultant and Organization becomes effective the earlier of ninety
(90) days from the date of signing of the Software License, Implementation and Support and
Maintenance Agreement or the date which represents the Completion of Services.
Unless otherwise defined herein, all defined terms used herein shall have the
meaning ascribed to them in the Software License, Implementation and Support and
Maintenance Agreement.
1. Subject to the terms and conditions of this Support and Maintenance Agreement,
Consultant shall provide support and maintenance services which include revisions,
updates and enhancements to the Software and related materials under the Agreement.
2. Subject to the terms and conditions of this Support and Maintenance Agreement,
Consultant shall provide software support via telephone and electronic mail, and site
visits when necessary consistent with the hours of operation, all as described in
Exhibit 1 hereto and in effect as of the date hereof, as such services may, at the
discretion of Consultant, be modified or supplemented from time to time (provided
that any changes generally apply to all licensees of Consultant). To enable Consultant
to provide effective support, the Organization will establish auto remote access based
on remote access procedures compatible with Consultant's practices. For emergency
situations occurring on Consultant's observed holidays, Consultant will be available to
the Organization by pager number and electronic mail to provide support.
3. In consideration for the support services specified in Section 2, Organization shall pay
the Annual Support and Maintenance Fee of $42,700. The Annual Support and
Maintenance Fee will be billed annually in advance beginning on the anniversary of
the Support and Maintenance Agreement or on an alternative date mutually agreed to
by both parties. If the Organization would like to match the annual invoicing of the
Support and Maintenance Fee to its fiscal year or any other period it may request, in
the initial year, that the Consultant issue a prorated invoice for the portion of the year
remaining in said initial year. Consultant may change the Annual Support and
Maintenance Fee ti-om time to time. In addition to the Annual Support and
Maintenance Fee, Organization shall reimburse Consultant for Its direct expenses in
providing support services pursuant to this Agreement, including, but not limited to:
(a) courier services, photocopying, faxing and reproduction services, all
reasonable travel costs, including a travel time rate of $50.00/hour, meal
expenses of not more than $40.00 per diem (no receipts provided) and a
mileac.,,cr ch rare. consistent with the Canadian Revenue Agcncv published
guidelines, long distance telephone calls and all other reasonable expenses
incurred in the performance of Consultant's duties hereunder.
Town of Tillsonburg 18/03/2008 Page 53
14-A R R / S
Consultant may update its reimbursement policies from time to time, in which case
such updated policies shall apply for purposes of this Support and Maintenance
Agreement, provided that such updated reimbursement policies must generally apply
to all clients of Consultant.
4. All support services provided by Consultant to Organization other than those specified
in Section 2 (such as, but not limited to, on-site support), shall be provided to
Organization by Consultant at Consultant's then prevailing prices, hourly rates,
policies and terms. For certainty, any updates of, or enhancements to, the Software
will be made available to Organization free of charge (with respect to the actual
updates or enhancements), but all services provided by Consultant with respect to such
updates or enhancements will be subject to the Consultant's then -prevailing prices,
hourly rates, policies and terms, meaning that such then -prevailing prices will apply to
matters such as set-up and training relating to such updates or enhancements.
5. All payments hereunder shall be in Canadian dollars and shall be net of any taxes,
tariffs or other governmental charges.
6. The Initial term of this Agreement shall be for one year beginning on the date
determined in the opening paragraph of this Schedule D. The Agreement shall
continue thereafter on an annual basis provided that Organization shall pay the then
prevailing Annual Support and Maintenance Fee, unless terminated by either party
upon giving to the other not less than 90 days notice in writing prior to the end of the
first year or any subsequent anniversary of such date. If the Support and Maintenance
Agreement is terminated by Organization, it shall be entitled to retain the Software
licensed to it as at the date of such termination, but it will relinquish its rights to
receive upgrades of, or enhancements to, the Software, services for the Software, or
access to the Source in escrow upon the occurrence of any event specified in Section
2.6(d) of the Agreement. For certainty, and without mitigating the application of the
Agreement during the term of this Support and Maintenance Agreement, the terms and
conditions of the Agreement relating to the license of the Software and the
Documentation and the rights and obligations of the parties with respect thereto will
continue to apply to Organization following the termination of this Agreement.
7. Title to and ownership of all proprietary rights in the Software and all related
proprietary information shall at all times remain with Consultant, and Organization
shall acquire no proprietary rights by virtue hereof.
8. Unless terminated pursuant to Paragraph 6 hereof, this Support and Maintenance
Agreement shall remain in full force and effect except as terminated as follows:
(a) if either party neglects or fails to perform, observe or cure within ninety (90)
days of written notice of such failure to perform any of its existing or future
obllgatlolls.
(h) i T t lrganizatimi attempts to assign MIS Agreement or any of Its rights
hereunder, or undergoes a Reor2anlzatlon, without complvine with the
A yrer_nient.
Town of Tillsonburg 18/03/2008 Page 54
"t-hA R R 1 S
9. Unless otherwise agreed to by the parties, all notices required hereunder shall be made
in accordance with the provisions of the Agreement.
10. Either party's lack of enforcement of any provision in this Support and Maintenance
Agreement in the event of a breach by the other shall not be construed to be a waiver
of any such provision and the non -breaching party may elect to enforce any such
provision in the event of any repeated or continuing breach by the other.
11. A valid contract binding the parties hereto shall come into being only upon execution
of this Support and Maintenance Agreement by a duly authorized agent, officer or
representative of both parties.
12. This Support and Maintenance Agreement is the exclusive statement of the entire
support and maintenance agreement between Consultant and Organization. No
change, termination or attempted waiver of any of the provisions hereof shall be
binding unless in writing and signed by the party against whom the same is sought to
be enforced.
13. The parties hereto agree that the terms and conditions contained herein shall prevail
notwithstanding any variations on any orders submitted by Organization.
14. The particular provisions of this Support and Maintenance Agreement shall be deemed
confidential in nature and neither Organization nor Consultant shall divulge any of its
provisions as set forth herein to any third party except as may be required by law.
15. (a) Termination of this Support and Maintenance Agreement shall not affect any
right of action of either party arising from anything which was done or not
done, as the case may be, prior to the termination taking effect.
(b) The Organization and the Consultant recognize that circumstances may arise
entitling the Organization to damages for breach or other fault on the part of
the Consultant arising from this Support and Maintenance Agreement. The
parties agree that in all such circumstances the Organization's remedies and the
Consultant's liabilities will be limited as set forth below and that these
provisions will survive notwithstanding the termination or other discharge of
the obligations of the parties under this Support and Maintenance Agreement.
(i) FOR BREACH OR DEFAULT BY THE CONSULTANT OR
OTHERWISE IN CONNECTION WITH THIS SUPPORT AND
MAINTENANCE AGREEMENT, INCLUDING A BREACH OR
DEFAULT ENTITLING THE ORGANIZATION TO RESCIND OR
BE DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT
AND MAINTENANCE AGREEMENT AND WHETHER IN THE
NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL
BREACH; THE ORGANIZATION'S EXCLUSIVE REMEDY, IN
ADDITION TO ELECTING IF SO ENTITLED TO RESCIND OR BE
DICCI-IAR GELS FROM THE PROVISIONS OF THIS SUPPORT
AND MAINTENANCE AGREEMENT, SHALL BE PAYMENT BY
Town of Tiiisonburg 18/03/2008 Page 55
Y4-ARRIS
THE CONSULTANT OF THE ORGANIZATION'S DIRECT
DAMAGES TO A MAXIMUM AMOUNT EQUAL TO, AND THE
CONSULTANT SHALL IN NO EVENT BE LIABLE IN EXCESS
OF, THE AMOUNT OF FEES ACTUALLY PAID BY THE
ORGANIZATION TO THE CONSULTANT UNDER THIS
SUPPORT AND MAINTENANCE AGREEMENT DURING THE
THEN -CURRENT TERM OF THE SUPPORT AND
MAINTENANCE AGREEMENT UP TO AND INCLUDING THE
DATE OF TERMINATION.
(11) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL
THE CONSULTANT BE LIABLE FOR, ANY SPECIAL, INDIRECT
OR CONSEQUENTIAL DAMAGES EVEN IF THE CONSULTANT
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE CONSULTANT SHALL NOT BE LIABLE FOR LOST
PROFITS, LOST BUSINESS REVENUE, FAILURE TO REALIZE
EXPECTED SAVINGS, OTHER COMMERCIAL OR ECONOMIC
LOSS OF ANY KIND, OR FOR ANY CLAIM WHATSOEVER
AGAINST THE ORGANIZATION BY ANY OTHER PARTY.
CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY
CLAIM, DEMAND OR ACTION BY THE ORGANIZATION
IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION
UNDERLYING SUCH CLAIM, DEMAND OR ACTION,
INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT
OR TORT.
16. The parties hereby confirm that the waivers and disclaimers of liability, releases from
liability, limitations and apportionments of liability, and exclusive remedy provisions
expressed throughout this Support and Maintenance Agreement shall apply even in the
event of default, negligence (in whole or in part), strict liability or breach of contract
of the person released or whose liability is waived, disclaimed, limited, apportioned or
fixed by such remedy provision, and shall extend to such person's affiliates and to its
shareholders, directors, officers, employees and affiliates.
17. Where remedies are expressly afforded by this Support and Maintenance Agreement,
such remedies are intended by the parties to be the sole and exclusive remedies of the
Organization for liabilities of the Consultant arising out of or in connection with this
Support and Maintenance Agreement, notwithstanding any remedy otherwise
aN,Tailable at law or in equity.
18. This Support and Maintenance Agreement shall be governed by the laves of the
Province of Ontario in which the Organization is located.
19. This Support and Maintenance Agreement may not be assigned by the Organization
unless; concurrently with any such assignment, the Organization assigns its rights
under, and complies with the provisions of the Agreement.
Town of Tillsonburg 18/03/2008 Page 56
7-f-ARRIS
20. This Support and Maintenance Agreement shall be binding upon the successors and
assigns of the parties and enure to the benefit of the successors and permitted assigns
of the parties.
21. Time shall be of the essence of this Support and Maintenance Agreement.
22. The invalidity or unenforceability of any provision or covenant contained in this
Support and Maintenance Agreement shall not affect the validity or enforceability of
any other provision. or covenant herein contained and any such invalid provision or
covenant shall be deemed to be severable.
23. The parties shall do all such things and provide all such reasonable assurances as may
be required to consummate the transactions contemplated hereby, and each party shall
provide such further documents or instruments required by any other party as may be
reasonably necessary or desirable to effect the purposes of this Support and
Maintenance Agreement and carry out its provisions.
24. This Support and Maintenance Agreement may be executed in counterparts (whether
by facsimile signature or otherwise), each of which when so executed shall constitute
an original and all of which together shall constitute one and the same agreement.
Town of Tillsonburg 18/03/2008 Page 57
Nl-A R R l S
IN WITNESS WHEREOF, the Parties have executed this Support and
Maintenance Agreement to be effective as of the dat:v first written above.
N. HARRIS COMPUTER CORPORATION
Per:
Name: Rob Di Murro
Title: Executive Vice President
THE CORPOTION OF THE TOWN OF
TILLSONB G
f,
er: -
Dame: Stephen Molnar
Title: Mayor
THE CORPORATION OF THE TOWN OF
TILLSONBURG
7J
Per: /
,-
Name: Michael Graves
Title: Director of Corporate Services/Clerk
Town of Tillsonburg 18/03/2008 Page 58
y-/-ARR /5
Standard Support and Maintenance Services — Standard Guidelines
The purpose of these guidelines is to provide our customers with information on our standard
coverage, the services which are included as part of your annual software support, a listing of
call priorities, an outline of our escalation procedures and other important details.
Consultant reserves the right to make modifications to this document as required.
The services listed below are services that are included as part of your software support.
• 800 Toll Free Telephone support
• Software for Life
- Guaranteed Support on your existing applications for life
- Cost effective upgrade solutions
• Scheduled assistance for installations, upgrades & other special projects (there may be
charges depending on the scope of work)
• Technical troubleshooting & issue resolution
• E-mail support call logging and notification
• Free eSupport access 24 x 7 with the following on-line benefits:
- Log & close calls
- View & update calls
- Update contact information
- Access published documentation
- Access available downloads
- Access Support knowledge base
- Participate in Discussion Forums
- Report on metrics
• Standard software releases and updates
- Defect corrections (as warranted)
- Planned enhancements
- Provincial and/or Federal mandated changes (charges may exist depending on scope)
- Payroll regulated changes
- Participation in BETA program
- Release notes
• Limited training questions (15 minute guideline)
• Customer Care Program
- Quarterly News Letter with support tips
- Technical support bulletins
- Communication on new products and services
- On-site visits (as required)
• Design review for potential enhancements or custom modifications
• Outstanding Calls Report with conference call (as required)
• Ability to attend the annual customer conference (attendance fees apply)
Town of Tilisonburg 18/03/2008 Page 59
14-A R R l S
HelpDesk Hours
Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday,
excluding designated nated statutory holidays. Support is available from 8:00 p.m. EST through to
8:00 a.m. EST and is billable on an hourly basis. Support hours may vary by specific product
line. Weekend assistance is available and must be scheduled in advance and in most cases is
billable.
Response Times
Response tinges will vary and are dependant on the priority of the call. We do our best to
ensure that we deal with incoming calls in the order that they are received, however calls will
be escalated based on the urgency of the issue reported. Our response time guidelines are as
fo ows:
Priority 1: 1 - 4 hours
Priority 2: 1 - 8 hours
Priority 3: 1 - 24 hours
Call Priorities
In an effort to assign our resources to incoming calls as effectively as possible, we have
identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support
staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and
Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these
calls are as follows:
Priority 1— High
• System Down (Software Application, Hardware, Operating System, Database)
• Inability to process payroll checks
• Inability to process accounts payable checks
• Inability to process bills
• 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
• hand-held interface issues preventing billing
Town of Tillsonburg 18/03/2008 Page 60
7-4-A R R / S
Priority 2 - Medium
• System errors that have workarounds
• Calculation errors impacting a minority of records
• Reports calculation issues
• Printer related issues (related to interfaces with our software and not the printer itself)
• Security issues
• Hind -held issues not preventing billing
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 - Low
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
Town of Til isonburg 18/03/2008 Page 61
R R/5
Call Process
All issues orq uestions reported to support are tracked via a support call, our support analysts
cannotp rovide assistance unless a support call is logged. Our current process for logging
calls includes the following: eSupport (via website), email, phone and fax.
• Your call must contain at a minimum: your organization name, contact person,
software product and version, module and/or menu selection, nature of issue, detailed
description of your question or issue and any other information you believe pertinent.
• Our support system or one of our support analysts will provide you with a call id to
track your issue and your call will be logged into our support tracking database.
• Your call will be stored in a queue and the first available support representative will be
assigned to deal with your issue.
• As the support representative assigned to your call investigates your issue, you will be
contacted and advised as to where the issue stands and the course of action that will be
taken for resolution. If we require additional information, you will be contacted by the
assigned support representative to supply the information required.
• All correspondence and actions associated with your call will be tracked against your
all in our support database. At any time, if available to you, you may log onto our
website to see the status of your call.
• Once your call has been resolved, you will receive an automated notification by email
that your call has been closed. This email will contain the entire event history of the
call from the time the call was created and leading up to the resolution of the call.
You also have the option of viewing both your open and closed calls, if available to
you, via our website.
• If your issue needs to be escalated to a development resource or programmer for
resolution, your issue will be logged into our development tracking database and you
will be provided with a separate id number to track the progress of the issue. At this
time, your support call will be closed and replaced by the development id number.
The development id number will remain open until your issue has been completely
resolved. Issues escalated to development will be scheduled for resolution and may
not be resolved immediately depending on the nature and complexity of the issue.
Contact the support department at your convenience for a status update on your
development issues, or log onto our website (if available to you) to view your issues
On- line.
Town of Tillsonburg 18/03/2008 Page 62
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Escalation Process
Our escalationp rocess is defined below. This process has been put in place to ensure that
es are being dealt with appropriately. If at any time you are not completely satisfied with
issues g
the resolution ofy our issue, you are encouraged to escalate with the support department as
follows:
Level 1: Contact the support representative working on your issue
Level 2: Contact the support supervisor or group lead
Level 3: Contact the director of support
Level 4: Contact the vice president of support
Level 5: Contact the CEO of Harris
Holiday Schedule
Below is a listing of statutory holidays. Please note that support services will be closed on
designated days as outlined below.
New Year's Eve Early Closure
New Year's Day
Closed
Labour Day
Closed
Christmas Eve
Early Closure
Christmas Day Closed
Boxing Day Closed
Town of Tiiisonburg 18/03/2008 Page 63
t -/-A R R / 5
Billable Support Services
The services listed below are services that are out of scope of your support and maintenance
agreement and are therefore considered billable services.
• Extended telephone training
• Forms redesign or creation (includes Bill Prints, Notice Prints and Letters) • Setup & changes to hand-held interface or creation of new interface
• Setup of new services or changes to services ( PAP, ACH, etc)
• File imports/exports - Interfaces to other applications
• Refi eshes, backups, restores, setting up test areas
• Setup of new printers, printer setup changes
• Custom modifications (reports, bills, forms, reversal of customizations)
• Setting up additional companies / agencies / tokens / general ledgers
• Data conversions / global modification to setup table data
• Database maintenance, repairs & optimization
• Extended Hardware & Operating System support
• Upgrades & support of third party software
• Installations / re -installations (workstations, servers)
Test Databases & Environments
We support customers in the maintenance of independent Test Environments for testing
purposes. This allows customers the opportunity to test fixes, modifications, new business
processes and/or scenarios without risking any potentially unwanted changes to the live
environment. The creation of Test Databases & Environments is a billable service,
quotations & incremental maintenance rates will be provided on request.
Connection Methods
To ensure we can effectively support our clients, we require that a communication link is
established and maintained between our two sites. It is the client's responsibility to ensure the
connection is valid at your location so that we can connect to your site and resolve any issues.
Our supported methods of connection are: Direct Internet, Virtual Private Network (VPN),
Remote Access Server (RAS), Direct Connection (modem) and Terminal Services (a backup
connection may be required for file transfers).
Town of Tillsonburg 18/03/2008 Page 64
`N--ARRlS
Hardware and Third Party Support — if applicable
The purpose of this section is to provide our customers with information on our standard
coverage and the services which are included as part of your annual hardware and third party
software support (if applicable). This section serves as a guideline for the support department
but is superceded by an existing third party or other agreement.
Standard Hardware and Third Party Software Support Services
• 800 telephone support —first line phone support for troubleshooting (note more
complex issues will be escalated to the actual vendor of the products)
• "on call" after hours support (scheduled assistance for installations, upgrades and
other special projects — there may be charges depending on the scope of work)
• remote connection support
• technical troubleshooting
• limited training questions (15 minute guideline)
• assistance with creation of backup scripts / backup recovery
• assistance with recoN°ering data resulting from system crashes (charges may apply)
• recommendations on specific hardware requirements
• support provided for installed database issues (30 minute guideline)
• ODBC installation and connection to database assistance
• updating databases to support new versions of installed applications
• assistance with database installation, configuration and updating
Town of THIsonburg 18/03/2008 Page 65
Y--f-A R R l S
The services listed below are services that are out of scope and are therefore considered
billable -- please note that we do not provide hardware support for any printers:
• on-site installation or upgrade of hardware and third party software
• extended telephone training (beyond 15 minutes)
• reconfiguration of hardware and fileservers
• recovering data resulting from client error
• upgrading of hardware systems
• preventative maintenance monitoring or other services
• recommending or assisting with disaster recovery plans
• re-establishment of ODBC connection if connection was lost due to actions of
customer
• ODBC connections to other third party products
• creation of custom reports
• report writer training, upgrades and installations (other than at time of initial
purchase)
Town of Tiilsonburg 18/03/2008 Page 66
Client
Client
Contact
Client Email
Attachments: ❑
Chargeable Hours
000
Non -Chargeable Hours
Schedule "F"
Sample Form Change Order
Change Order
Rate
Total Hours
Date
Software
Application
14-A R R l S
Amount
$0.00
Client Signature Date
Your signature serves as an acceptance of the "Amount" listed above as it relates to the description of work contained in this Change
Order. Your signature also indicates you have reviewed and agree to the scope of work as detailed in any accompanying enclosures or
attachments. T his SigI), d dOCLIHIC11i lndicatcN that you ild\;e proviticu �tii of tiic accuratc in orination ncccssai"y to �irOdiice the �Z'vrl� a5
stated in the above Change Order.
Customer #
Application # Originated by #
PO# 0000000
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Y -I -A R R / 5
Schedule "G"
Addendum
This Addendum ("Addendum") is made and entered into by and between Consultant and Organization
and hereby amends certain provisions of the Agreement.
Consultant and Organization agree to make the amendments to the Agreement described in this
Addendum. Initially capitalized terms not otherwise defined in this Addendum shall have the
meaning(s) set forth in the Agreement. Except as otherwise provided in this Addendum, all other
provisions of the Agreement shall remain in full force and effect.
1. Update addresses and contacts in section 4.10 ADDRESS FOR NOTIFICATION of the
original Contract to reflect:
N. HARRIS COMPUTER CORPORATION
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: CEO
Telephone: 613-226-5511, extension 2149
and in the case of the Organization, to:
THE CORPORATION OF TOWN OF TILLSONBURG
10 Lisgar Avenue
Tillsonburg, Ontario
N4G 5A5
Attention: Clerk
Telephone: (519) 688-3009
2. Replace `4.7 — Escrow' in the original Agreement with:
4.7 Provision of Source Code
i. The Organization's ability to utilize the Software will be seriously
jeopardized if the Consultant fails to maintain or support such Software
unless complete Source Code for the Software and related Documentation
is made available to the Organization for the Organization's use in
satisfying the Organization's maintenance and support requirements.
Therefore, the Consultant agrees that if an "Event of Default" occurs, then
the Consultant shall promptly provide to the Organization one copy of the
most current version of the Source Code for the affected Software and
associated Documentation.
ii. An Event of Default shall be deemed to have occurred if the Consultant:
(1) ceases to market or make available maintenance or support Services for
So twcare during a period in which the Organization is ei:titled to
receive or to purchase, or is receiving or purchasing, such maintenance and
support and the Consultant has not promptly cured such failure despite the
Town of Tiilsonburg 18/03/2008 Page 68
y-I-� R R / S
Organization's demand that the Consultant make available or perform such
maintenance and support, (2) becomes insolvent, executes an 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 set forth in
this Agreement to a third party which has not assumed all of the obligations
of the Consultant set forth in this Agreement.
iii. The Consultant will 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.
Such Source Code shall 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 which comprise the
pre -coding detail design specifications, and all other available material
necessary to allow a reasonably skilled programmer or access the Software
without the assistance of the Consultant.
iv. The governing License for the Software includes the right to use Source
Code received under this Section as necessary to modify, maintain, and
update the Software.
v. The Consultant will deposit in escrow with its Escrow Agent a copy of the
Source Code which corresponds to the most current version of the Software
in use by the Organization. The Organization shall pay the fees for new
account set-up and annual fees of the Escrow Agent for services provided,
including any fees to add the Organization as a beneficiary to such escrow
and any verification and testing of the escrow deposit which may be
undertaken by the Escrow Agent at the Organization's request. The
Consultant's entry into, or failure to enter into, an agreement with an
escrow agent or to deposit the described materials in escrow shall not
relieve the Consultant of its obligations to the Organization described in
this Section.
vi. If, as a result of an Event of Default, the Consultant fails to provide
required support services, then any periodic license fee which the
Organization is required to pay under this Agreement for Software shall be
reduced to reflect such lack of support services. At such time as the
Consultant commences offering the support services described in this
Agreement for Software, the Organization may obtain such support
Services as provided for elsewhere in this Agreement.
3. Schedule "E" `Support and Maintenance Agreement'(page 53 paragraph one). Replace the
following;
This support and maintenance agreement (the "Support and
Maintenance Agreerncin"') ��eiweell Loitsultd��t diiu Vi diilldi l)11 ue ;oi�:ies eft ctivt�
Town of Tillsonburg 18/03/2008 Page 69
1--1-A R R / S
the earlier of ninety (90) days from the date of signing of the Software License,
Implementation and Support and Maintenance Agreement or the date which represents
the Completion of Services.
WITH
Town of Tillsonburg will pay and remain under Advanced Support and
Maintenance until go live which is defined as the first billing cycle produced and sent
to customer using NorthStar. Upon `go live' Harris will transition support from
Advanced to our NorthStar Division.
4. Schedule "E" `Support and Maintenance Agreement' (page 53). Replace the following:
WITH
In consideration for the support services specified in Section 2, Organization shall pay
the Annual Support and Maintenance Fee of $42,700. The Annual Support and
Maintenance Fee will be billed annually in advance beginning on the anniversary of
the Support and Maintenance Agreement or on an alternative date mutually agreed to
by both parties. If the Organization would like to match the annual invoicing of the
Support and Maintenance Fee to its fiscal year or any other period it may request, in
the initial year, that the Consultant issue a prorated invoice for the portion of the year
remaining in said initial year. Consultant may change the Annual Support and
Maintenance Fee from time to time.
In consideration for the support services specified in Section 2, Organization shall pay
the Annual Support and Maintenance Fee of $42,700. The Annual Support and
Maintenance Fee will be billed annually in advance beginning on the anniversary of
the Support and Maintenance Agreement or on an alternative date mutually agreed to
by both parties. If the Organization would like to match the annual invoicing of the
Support and Maintenance Fee to its fiscal year or any other period it may request, in
the initial year, that the Consultant issue a prorated invoice for the portion of the year
remaining in said initial year. Consultant may change the Annual Support and
Maintenance Fee from time to time after the first five years of this agreement as per
the locked in maintenance agreement listed in Schedule D.
5. Schedule "E" `Support and Maintenance Agreement' (page 54 Section 6). Replace the
following:
If the Support and Maintenance Agreement is terminated by Organization, it shall be entitled to retain. the Software licensed to it as at the date of such termination, but it will
relinquish its rights to receive upgrades of, or enhancements to, the Software, services for
the Software, or access to the Source in escrow upon the occurrence of any event specified
In Section 2.6(d) of the Agreement.
WITH
Town of Tillsonburg 18103/2008 Page 70
N-ORRIS
If the Support and Maintenance Agreement is terminated by Organization, it shall be
entitled to retain the Software licensed to it as at the date of such termination, but it will
relinquish its rights to receive upgrades of, or enhancements to, the Software, services for
the Software, or access to the Source in escrow upon the occurrence of any event specified
in Section 4.7 of the original Agreement.
6. Exhibit I. `Support and Maintenance Agreement —Standard Guidelines' (page 59).
Replace the following:
- Provincial and/or Federal mandated changes (charges may exist depending on scope)
WITH
- Provincial and/or Federal mandated changes
7. Exhibit I. `Support and Maintenance Agreement —Standard Guidelines' (page 64).
Replace the following:
Billable Support Services
The services listed below are services that are out of scope of your support and
maintenance agreement and are therefore considered billable services.
NVITH
Billable Support Services
The services listed below are services that are out of scope of your support and
maintenance agreement and are therefore considered billable services. Services will
be billed at the current prevailing rate plus expenses. The rate as of March 2008 is
$150 per hour.
8. Exhibit I. `Support and Maintenance Agreement —Standard Guidelines' (page 53).
Replace the following:
The Annual Support and Maintenance Fee will be billed annually in advance beginning on
the anniversary of the Support and Maintenance Agreement or on an alternative date
mutually agreed to by both parties.
WITH
The Annual Support and Maintenance Fee will be billed quarterly in advance beginning
on the anniversary of the Support and Maintenance Agreement or on an alternative date
mutually agreed to both parties.
Town of Tillsonburg 18/03/2008 Page 71
N -A R R / S
Schedule "G"
Project Plan
Project Plan will be delivered after `Kick Off Meeting'
Town of TiIisonburg 18/03/2008 Page 72