HomeMy WebLinkAbout2003-114
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW 2003- 114
Being a By-law to authorize a contract between the
Corporation of the Municipality of Clarington and CompuPower
Systems Ltd. Inc., Paris, Ontario, to enter into agreement for
the implementation of the system.
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS
FOLLOWS:
1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the
Corporation of the Municipality of Clarington and seal with the Corporation Seal, a
contract between, CompuPower Systems Ltd. Inc., Paris, Ontario, and said
Corporation; and
2. THAT the contract attached hereto as Schedule "A" form part of this By-law.
By-law read a first and second time this 23l(fuyof June, 2003.
23rd June -
By-law read a third time and finally passed this day of , 2003: ..' - -..- -
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IMIA Law
CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
CompuPower / Microsoft Great Plains Municipal System
Implementation Agreement
THIS AGREEMENT made the 22nd day of October, 2003
BETWEEN:
The Corporation of the Municipality of Clarington
Hereinafter called the "Municipality"
OF THE FIRST PART;
And
CompuPower Systems Ltd, a corporation incorporated
under the laws of Ontario,
Hereinafter called the "Vendor"
OF THE SECOND PART.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Background to the Agreement
The Municipality intends to implement a fully integrated Microsoft Great
Plains Municipal System that will assist in the management of the
Municipality's operations as they relate to financial and other record keeping
aspects, as well as data mining and financial reporting for the purposes of
performance benchmarking and decision-making.
With this agreement the Municipality and the Vendor will begin and complete
the implementation process described herein, which will systematically and
entirely replace the Municipality's current financial information system (FIS)
with minimal interruption to the on-going business processes. The
implementation process is expected to ensure that all tasks are performed
based on this agreement with consideration to cost-effectiveness, time
constraints and continuance of Information Technology related services to the
Municipality's staff.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Table of Contents
CompuPower/ Microsoft Great Plains Municipal System Implementation
Agreement .......................................................................................................... 1
Background to the Agreement......................................................................... 2
Tableof Contents.................................................................. ..............3
CentralAgreement............................................................................................ 4
1 ntent.............................................................................................................. 4
Components of the Agreement ...................................................................... 4
Revisions........................................................................................................ 4
Entire Agreement and Conflicts..................................................................... 4
Definitions ...................................................................................................... 5
ProjectTeams................................................................................................ 6
Vendor Responsibilities.................................................................................. 9
Municipality Responsibilities......................................................................... 12
Communications........................................................................................... 13
Application Software Support Services ........................................................ 15
Termination Rights & Dispute Resolutions................................................... 16
DisputeResolution ....................................................................................... 16
General ........................................................................................................ 17
Schedule1 ...................................................................................................... 21
Products....................................................................................................... 21
Schedule2 ...................................................................................................... 22
Services ....................................................................................................... 22
Schedule3 ...................................................................................................... 28
Schedule ...................................................................................................... 28
Target/ Milestone Dates .............................................................................. 28
ImplementationPlan..................................................................................... 28
Implementation Budget ................................................................................ 34
Schedule4 ...................................................................................................... 35
Cost Considerations / Payment Terms......................................................... 35
AppendixA...................................................................................................... 37
Appendix A - Change Request Form............................................................ 38
Appendix A - Conversion Approval Form ..................................................... 39
Appendix A - Customized Report Approval Form......................................... 40
Appendix A - Customized WorkFlow Approval Form.................................... 41
Appendix A - Project Milestone Signoff Form............................................... 42
Appendix A —Work Order Form .................................................................. 43
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Central Agreement
Intent
The intent of this document is to:
• Establish the expectations of both Parties
• Guide the Parties and their staff through the Implementation
• Establish the method to resolve Implementation issues
Components of the Agreement
The complete Agreement between the two parties with respect to the
acquisition and support of the Microsoft Great Plains Municipal System shall
be made up of the following documents as described in this section.
• Central Agreement
• Deliverables see Schedule 1
• Services see Schedule 2
• Implementation plan, including Appendix B (Project Schedule) see
Schedule 3
• Cost Considerations / Payment Terms See Schedule 4
• Forms see Appendix A
Revisions
All revisions and updates to the Central Agreement as hereafter mutually
agreed to in writing between the Parties are automatically deemed to be
incorporated into and form part of this Agreement without the necessity of
being physically annexed or attached.
Entire Agreement and Conflicts
Any discrepancies between the Central Agreement and other documents will
resolve in favor of the Central Agreement.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Definitions
Application Software
The term Application Software is used here to describe the products included
in the Products section (page 21)
Completion Date
The Completion Date is the date on which both parties agree in writing that the
Microsoft Great Plains Municipal System Implementation has been completed.
This is not the same as the "Go Live" date or dates, as it is anticipated that
there will continue to be project activities subsequent to the agreed-upon go-
live dates for each module.
Microsoft Great Plains Municipal System
The term Microsoft Great Plains Municipal System is used in the document to
describe both the computer software and process listed in the Schedule 1 -
Deliverables section (page 21).
Data Conversion
The process, by which the data extracted from the existing legacy system will
be imported, translated or input to the new Microsoft Great Plains Municipal
System electronically.
Module
The term Module refers to a specific software component of the Microsoft
Great Plains Municipal System identified in the Products section (page 21).
Target Date
A date identified in the Schedule 3 — Implementation Plan on (page 28).
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Project Teams
The following key project roles are anticipated for this implementation. Both the
Vendor and the Municipality may replace resources with equivalent skill sets if
necessary, but will inform the Project team and ensure that any resource
replacements do not impact the project timeline or budget.
Project Sponsor- Remaining at arm's length from the day-to-day Project
Management tasks, the Project Sponsor provides objective assessment of the extent
to which the Project is remaining true to its original objectives during key milestone
check points.
Vendor(CompuPower) Municipality(Clarington
• Elizabeth Carswell • Nancy Taylor
• Ron Budreau
Project Manager- The Municipality and the Vendor will each appoint the person
named below to act as their Project Managers, who shall meet during in the Schedule
3 — Implementation Plan section (page 28) and through whom, as far as is possible,
the Parties shall communicate with each other under this Agreement. The respective
Project Managers of the Parties shall have the authority to modify the Schedule 3 —
Implementation Plan section (page 28) on behalf of the Parties.
Vendor CompuPower Municipality Clarin ton
• Bill Blight • Lori Gordon
Resource Manager—The Resource Manager works collaboratively with the
CompuPower Project Manager and Clarington senior project team to ensure that our
resource assignment to each project task is optimized to meet the Municipality of
Clarington's implementation and training needs.
Vendor(CompuPower) Municipality Clarin ton
• Chris Pa uet • Lori Gordon
a
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Project Leads - The senior Project Team will assign a CompuPower and Clarington
Project Lead for each application/module. Supported by the respective Project
Managers, Project Leads assume responsibility for ensuring that the specific
objectives and anticipated transaction flows for their assigned module(s) are
addressed during each stage of the implementation.
Vendor CompuPower Municipality Clarington)
• Technical — Kevin Pedler • Technical — Rob
• General Ledger,
Van Dyk
Accounts Payable, • General Ledger,
Accounts Receivable — Accounts Payable,
Cherry Lambert Accounts
Cash Receipts— Cherry Receivable — Laura
• Lambert Barta, Rosalie
Brent, Lori Gordon
• eRequisition, Inventory Cash Receipts —
and Purchase Order
Laura Barta,
Processing — Renee Rosalie Brent, Lori
Wardlaw Gordon
• Data Conversion — Jody , eRequisition,
Mackenzie Inventory and
• Workflow and View Purchase Order
Customization —Troy Kitt Processing —
LouAnn Birkett, Liz
Mitchell, Lori
Gordon
Data Conversion —
Rob Van Dyk, Lori
Gordon,
Clarington's
Computer Support
Company for Unix
Workflow and View
Customization —
Lori Gordon,
LouAnn Birkett
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Project Team Members —Team members participate in all aspects of the
implementation, from configuration, training, testing, etc. and will communicate with
and update the Project Team throughout as required. CompuPower team members
may provide technical or module assistance. Clarington team members may be IT
resources, end users, or other stakeholders.
Vendor(CompuPower) Municipality Claris ton
• All Project Leads • All Project Leads
• Thomas Moore • IT Staff
• Ron Cougler • Purchasing Staff
• Susan Milton • Accounting Staff
• Gary Boonstra • Other Appropriate
Dave Mann Municipal Staff
• Michelle Whalen
• Chris Paquet
• Elizabeth Carswell
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Vendor Responsibilities
By entering into this Agreement, the Vendor agrees that it will assume single
point-of-accountability, in accordance with this agreement, including:
a) Assumption of overall contractual responsibility for the delivery and
installation of all components (i.e. all of the products included in the
Products section (page 21)) of the Microsoft Great Plains Municipal
System, regardless of origin or manufacture;
b) Provision of qualified staff resources to this project as specified in the
Schedule 3 — Implementation Plan section (page 28);
c) Provision of best practices information to assist the Municipality in
optimizing configuration decisions to meet their implementation
objectives.
d) The Vendor shall at all times treat the business affairs of the
Municipality in strict confidentiality and shall not disclose to any third
parties, except as required by law, any information or knowledge it may
gain of the Municipality's business by virtue of this engagement.
e) The Vendor shall immediately inform the Municipality's Project Manager
of events, regardless of source, that will negatively impact the project's
implementation budget and/or timeline. The Vendor shall also
immediately inform the Municipality's Project Manager of any material
changes in resource availability, requirements, deliverables, project
objectives, or other project-related information, especially when such
change will involve changes in future resource scheduling.
f) Assumption of overall contractual responsibility for the execution of
`Services' as detailed on pages 22 through 27 inclusively.
g) Perform Vendor's responsibilities set out in the implementation plan
contained in Schedule 3 — Implementation Plan section (page 28) of this
agreement.
h) The Vendor shall, at its expense, defend all claims, actions or
Proceedings against the Municipality based on any allegations that the
work or any part of the work constitutes an infringement of any patent,
copyright or other proprietary right.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
i) Where the Vendor is the collector of license fees from the Municipality
on behalf of any third party the Vendor shall ensure that it will forward
all license fees to the appropriate third party in a timely manner. Where
the Vendor is required by contract and/or partnership in the execution of
its work obligations to pay Royalties and/or License fees it will pay all
such fees in a timely manner.
j) Default by the Vendor.
a. If the Vendor: commits any act of bankruptcy; or if a receiver is
appointed on account of its insolvency or in respect of any of its
property; or if the Vendor makes a general assignment for the
benefit of its creditors; then, in any such case, the Municipality
may, without notice: terminate the contract.
b. If the Vendor: fails to comply with any signed Work Order (see
format in Appendix A); or fails to pay its accounts; or fails to
comply with or persistently disregard statutes, regulations, by-
laws or directives of relevant authorities relating to the work; or
fails to prosecute the work with skill and diligence; or assigns or
sublets the contract (parent Company (Diamond Software Inc.)
excluded) or any portion thereof without the Municipality's prior
written consent; or refuses to correct defective work; or is
otherwise in default in carrying out its part of any of the terms,
conditions and obligations of the contract, then, in any such
case, the Municipality may, upon expiration of 30 days from the
date of written notice to the Vendor, terminate the contract.
c. Any termination of the contract by the Municipality, as aforesaid,
shall be without prejudice to any other rights or remedies the
Municipality may have and without incurring any liability
whatsoever in respect thereto.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
d. If the Municipality terminates the contract, it is entitled to:
L Take possession of all work in progress, materials and
construction equipment then at the project site (at no
additional charge for the retention or use of the
construction equipment), and finish the work by whatever
means the Municipality may deem appropriate under the
circumstances;
ii. Withhold any further payments to the company until the
completion of the work and the expiry of all obligations
under the Correction of Defects section;
iii. Recover from the Vendor loss, damage and expense
incurred by the Municipality by reason of the Vendor's
default (which may be deducted from any monies due
or becoming due to the Vendor, any balance to be paid by
the Vendor to the Municipality).
k) The Vendor shall indemnify the Municipality from all claims arising
out of unpaid sub-contractor and employee accounts relating to the
work performed by the Vendor. The Municipality shall have the right
at any time to require satisfactory evidence that the work in respect
of which any payment has been made or is to be made by the
Municipality is free and clear of liens, attachments, claims,
demands, charges or other encumbrances.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Municipality Responsibilities
Except as otherwise provided in this Agreement, the Municipality shall be
responsible for performing the following activities:
a) Providing suitably privileged access to the Microsoft Great Plains
Municipal System at the times required by the Vendor; providing the
resources (human and physical) as required by the Schedule 3—
Implementation Plan section (page 28). This includes ensuring that
sufficient time is available for project resources to complete both
direct tasks (while the Vendor is on-site) and indirect tasks (those
assigned as "homework") associated with the implementation.
b) As part of the physical resources provision, the Municipality will
provide a suitable working environment for the Vendor's project
team members while they are on site, including telephone and
internet access. The Municipality will also prepare and provide
appropriate project environment(s) as necessary and requested by
the Project Managers for each phase of the implementation
(meeting facilities, technology infrastructure for train-the-trainer
sessions, a project team room, etc.). Implementing the necessary
procedures and documentation throughout the Municipality's
organization to enable achievement of the Schedule 3 —
Implementation Plan section (page 28). This may include: problem
reporting, completion of master file setup, status reporting, etc.
c) Make or cause to be made payments according to the Payment
Terms section on page 35.
d) The Municipality is responsible for the good management of its
computer facility, including without limiting the generality of the
foregoing, proper and regular backup maintain the security, training
and supervision of those who use its computer and the information it
generates.
e) The Municipality shall at all times treat the business affairs of the
Vendor in strict confidentiality and shall not disclose to any third
parties, except as required by law, any information or knowledge it
may gain of the Vendor's business by virtue of this engagement.
f) The Municipality (through their Project Manager) shall immediately
inform the Vendor's Project Manager of events, regardless of
source, that may negatively impact the project's implementation
timeline. The Municipality shall also immediately inform the
Vendor's Project Manager of any material changes in resource
availability, requirements, deliverables, project objectives, or other
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
project-related information, especially when such change will involve
changes in future resource scheduling.
g) The Municipality will support and adhere to the Change Control
mechanisms as outlined in this Agreement.
Communications
Formal communications include the use of mailed letters, faxes or electronic
mail. The Project Managers will be copied on all communications throughout
the implementation.
Regular progress/status meetings —The Project Managers shall promptly
develop a mutually agreed upon meeting schedule to review progress in
fulfilling in the Schedule 3 — Implementation Plan section (page 28). Interested
parties will meet (in person, or via telephone) to review issues, problems,
schedule, outstanding tasks, etc. The Vendor's Project Manager will.deliver
detailed project status reports, including budget/ actual updates by the end of
the first week of a new month, the reporting period will be for the full month
period just ended.
Issue Management—Whenever an issue is discussed, a set of pre-defined
items (what is the issue?, when was it discovered?, who reported it?, what is
the cause? who is taking care of it?, by when will it be resolved?, who will
follow up?) will be logged by the Vendor's and the Municipality's Project
Manager. When the Municipality identifies issues, these will be communicated
immediately to the Vendor's Project Manager, who will be ultimately
responsible for compiling the Master Issues List. Issues will be reviewed at
every meeting until they are closed. All project team members will know the
lines of communication for reporting project issues.
Scope Change Control - All service requests will be routed through the
respective Project Managers, who will ensure that the request is within the
scope and objectives of the project. Approved requests that fall outside the
original scope will be subject to a scope change request and formal internal
approval process (see Copy of Vendor's Change Control form attached in
Appendix A).
Schedule Changes - The Project Managers will manage any schedule
changes, as they will have a better understanding of both the impact of any
schedule change on the overall project timeline, as well as the availability of
appropriate resources.
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Signoff Documents —The following milestones will be noted by formal signoff
documents:
• System Configuration
• Data Conversion
• Training — each Training session requires signoff— a senior participant
signs the Agenda
• Assessment /Testing / Go-Live Readiness
• Project Completion
The Vendor and the Municipality will communicate mutual agreement of the
completion of these deliverables during the implementation project through the
preparation and execution of signoff documents. Signoff on the part of the
Municipality will constitute complete acceptance of all aspects of delivery of
the Vendor's services. It is assumed that the Municipality's Project Manager
has the authority to authorize the signoff at each key milestone. Sample
signoff documents are included as part of Appendix A.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Application Software Support Services
There are two separate aspects to software support— enhancement and
application/technical support. The annual enhancement fee ensures that the
Municipality remains on an upgrade path with the Microsoft Great Plains Municipal
solution, entitling the Municipality to future releases, legislative change support,
upgrades, functionality enhancements, technology shifts, etc. Application and
Technical support is the second aspect, available directly from the Vendor to the
Municipality.
Application / Technical Support offerings include:
a) Telephone / Electronic Applications and Technical Support
b) Planned Software Updates
c) Emergency Software Updates
Telephone / Electronic Applications and Technical Support
At the time that the Municipality is live with their first module (anticipated date:
January 1, 2004), they may optionally enter into a support agreement with the
Vendor. The Support Contract is covered by a separate Agreement that outlines the
scope of support services. The Vendor provides several support options and levels
to its client base; a Silver Support Plan has been recommended for the Municipality,
with a commencement date of January 1, 2004. The Municipality will be entitled to
use an on-line Support Knowledge base for resolving software problems during the
implementation, and subsequently as part of the Municipality's participation in any of
the Vendor's support plans.
Planned Software Updates
The Municipality will retain a current Microsoft Great Plains enhancement plan for the
duration of the implementation, ensuring that the Municipality will be entitled to
receive software updates as described in the Microsoft Great Plains and Diamond
Software foundation services.
The Planned Software Updates are expected to include additional functionality,
improvements in operational efficiencies and conformance to new legislation.
Installation, implementation, training, travel and consulting services provided by the
Vendor in conjunction with the installation and/or implementation of a Planned
Software Update will be billed to the Municipality at the Vendor's then prevailing
hourly rates. Additional planned software updates may ultimately be required and will
be communicated through the Project Management Communications strategy
outlined herein. %__
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Emergency Software Updates
Emergency Software Updates may be required in order to resolve deficiencies
introduced or discovered in the software. Installation, implementation, training, travel
and consulting services provided by the Vendor in conjunction with the installation
and/or implementation of an Emergency Software Update is not covered under the
annual enhancement fee and will be billed to the Municipality at the Vendor's then
prevailing hourly rates.
Termination Rights & Dispute Resolutions
Subject to the following opportunities to remedy any breach, either Party shall
have the right to terminate this Agreement on written notice to the other Party.
• If either Party breaches any provision of this Agreement, the other Party
shall make notification in writing to remedy the breach, and either:
a) Having commenced remedial action, the Party fails to continue in
good faith diligent efforts to remedy the breach, or
b) The breach is not remedied within thirty (30) Business Days after the
written notice was given to the Party or
• In any circumstance where either Party is precluded by an excusable
delay (as mutually determined) from correcting or remedying any such
breach within the prescribed thirty (30) Business Days, the Other Party
shall be afforded an additional period of Business Days equivalent in
number to the number of Business Days that the Other Party was
unable to effect any correction or remedy up to a maximum of forty-five
(45) Business Days.
Dispute Resolution
The Project Managers by agreement will appoint an arbitrator in the case of a
dispute. If an agreement is not reached within (10) days, the arbitrator will be
the Region of Durham's Information Technology Manager.
Both parties will share Dispute Resolution costs equally.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
General
Time of Essence: It is understood by all parties that time is of the essence.
Notices
Unless otherwise provided in this Agreement, any notice provided for under
this Agreement shall be in writing and shall be sufficiently given if and when an
original signed copy is delivered personally or by courier, to the Vendor or the
Municipality at their respective addresses set forth below or at such other then
current address as is specified by notice. Either Party may waive its right to
receive a specific notice by personal or courier delivery, and substitute delivery
by facsimile or electronic mail.
Municipality. 40 Temperance Street, Bowmanville, ON L1 C 3A6
Attention: Nancy Taylor
Vendor. 3 Elm St., Paris, Ontario, N31_ 21_6
Attention: Ron Budreau
Location
All on-site services will be delivered at 40 Temperance Street, Bowmanville,
ON L1C 3A6.
Warranty
The Vendor does not warranty service results or represent or warrant that the
functions contained in the Licensed Software will meet the Municipality's
requirements in totality, that the operation of the Licensed Software will meet
the Municipality's requirements in totality, that the operation of the Licensed
Software will be uninterrupted or error free, or that each defect in the Licensed
Software will be corrected.
Limitation of Liability
The entire liability of the Vendor to the Municipality for damages under this
Agreement or in any way related to the subject matter of this Agreement,
regardless of whether the claim for such damages is based in contract or in
tort, shall not exceed the lesser of five thousand dollars($5,000.00) under this
Agreement. This limit shall not apply to claims for bodily injury or for damages
to real or tangible personal property to the extent caused directly or indirectly
by the Vendor's negligence. Except as otherwise provided in this paragraph,
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
the Vendor shall not be liable for damages arising in connection with the use,
repair, lack of repair, or performance of the licensed software. The Vendor
shall not be liable for damages caused as a result of any hardware failure
whatsoever. In no event shall the Vendor be liable for any loss of income, loss
of data, or other direct, indirect, or consequential damages, even if the Vendor
has been advised of the possibility of such damages, or for any claim against
the Municipality by any other party.
Good Faith
The Municipality and the Vendor acknowledge to one another that each
respectively intends to perform its obligations as specified in this Agreement
and to proceed in good faith to the successful conclusion of the project.
Effect of Waiver
Failure by either Party to enforce any term of this Agreement shall not be
deemed a waiver of enforcement of that term or any term.
Parties to Act Reasonably
The Parties agree to act reasonably in exercising any discretion, judgment,
approval, or extension of time, which may be required to affect the purpose
and intent of this Agreement. Whenever the approval or consent of a Party is
required under this Agreement, such consent shall not be unreasonably
withheld or delayed.
Assignment
The Licensee shall not assign or transfer the Agreement without the prior
written consent of CPS (which consent shall not be unreasonably withheld).
Any prohibited assignment or transfer shall be null and void. CPS may cause
services covered by the agreement to be provided either by a CPS support
representative or by any CPS authorized representative, but use of such an
organization shall not relieve CPS of its obligation under the Agreement. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, representatives, successors, executors,
administrators, and permitted assigns.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
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Further Assurances
The Vendor and the Municipality each covenant that at any time and from time
to time, that each will, upon request of the other, do, execute, acknowledge
and deliver or cause to be done, executed, acknowledged and delivered all
such further acts, documents and assurances as may be required for the
better carrying out and performance of all the terms of this Agreement.
Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario, and either party hereby attorns to the
jurisdiction of the courts of the Province of Ontario notwithstanding any other
provision expressed or implied in either the Agreement or the Schedules.
No Hire-aways
The Vendor and the Municipality agree that during the term of this Agreement,
and for a period of twenty-four (24) months thereafter, neither of them will
solicit any person who is, at the time of such solicitation, an employee of the
other Party, nor will any of them directly or indirectly induce any employee of
the other Party to leave his or her employment.
Use of the Municipality's Information Technology staff
In an effort to control overall Microsoft Great Plains Municipal System
implementation costs, the Vendor will utilise, to the fullest extent, the
Municipality's Information Technology personnel. This will include installation
as well as data conversion activities.
Access and Security
The Municipality agrees to furnish to the Vendor full and free access to the
Licensed Software when the Vendor is performing implementation services
subject to the Municipality's reasonable internal security rules. In addition to
providing appropriate system administration login and password information to
the Vendor, the Municipality will support the maintenance of a user login for
each of the Vendor's project team members, or alternatively, a generic Vendor
login. CPS' method of support is by telephone, VPN (it is recommended that
the Licensee provide web access to CPS technical support, applications
support and consulting representatives) or email.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Signatures
IN WITNESS WHEREOFF THE PARTIES HERETO AFFIXED THEIR HANDS
AND SEALS ON THE DATE ABOVE WRITTEN.
The Corporation of Municipality of Clarington
John Mutton, Mayor
*arC* ipal Cl erk
CompmPovuer Systems Ltd
President
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Schedule 1
Deliverables
Products
Module Name
1. System Manager— including Form/Table/Report/View Security,
Microsoft Great Plains Report Writer, Smartlist, and supporting 20
concurrent users as well as 1 license of Crystal Reports
2. An View Creator
3. An View Browser— 20 concurrent Web-access users
4. Customization Site License
5. General Ledger
6. FRX with 4 Designer Users
7. Integration Manager
8. Account Level Security
9. I nterfund
10. Bank Reconciliation and Electronic Reconcile
11. Cash Receipts
12. eRe uisition
13. Inventory Control
14. Purchase Order Processing with Commitments and Approvals
15. Pa ables Management
16. GST Rebating
17. MICR Cheque Encoding
18. EFT for Pa ables
19. Receivables Management
20. Invoicing
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Schedule 2
Services
System Installation
System Installation includes the installation of the software on the server
computer, the creation of three databases (one company database, one test
company database, and the "Municipality of CPS" sample database) and
installation of the client software on a minimum of 3-4 workstations. During
the system installation, the Vendor's technical resources will provide full
training, as necessary, to the Municipality's internal IT resources, in order to
ensure that the SQL database is optimized, and that backup and restore
functions are occurring at the appropriate frequency. Scheduled Backups are
also programmed during the installation.
Executive Workshops
The Vendor will facilitate a series of Executive Workshops, as outlined in the
Implementation Plan. The Project Lead for each product for both the Vendor
and the Municipality will bring best practices and desired business processes
to these discussions, and will document all discussions, decisions and options,
in support of the subsequent software configuration.
Report/Form/View Customization
Report/Form/View customization services are technical services with an
objective to modify existing system-generated forms, reports and views to
better suit the Municipality's correspondence and inquiry standards and
objectives.
The Implementation Plan outlines the various customization tasks that have
been anticipated during this project. The adequacy of the budgeted allotment
in relation to the ultimate scope of necessary form modifications, business
alerts, report and view modifications and creation and financial statement
generation will be managed by Vendor's Project Manager, and any anticipated
overages communicated via the Change Control mechanism. It is agreed and
understood by the Vendor and the Municipality that the full scope of
customizations cannot be fully defined without and until the completion of the
Executive Workshop sessions. The Vendor will provide at least one sample of
each core report from a library, and the Municipality will endeavour to take
advantage of any existing media in order to maximize efficiency and minimize
cost. The Municipality may, at its discretion, assume responsibility for the
completion of any of the required modifications, in light of the inclusion of
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
training in the use of all of the tools (AnyView Creator, Business Alerts,
Modifier, and FRX) as part of the implementation plan.
➢ Form Modification —Workflow and VBA adjustments to various key
transactional windows
➢ Business Alert Design —To alert Great Plains users to the status of
identified data elements
➢ Report Modifications — as outlined in the Implementation Plan
➢ Financial Statement Design
➢ AnyView Creator and Browser—View, Drillaround, GoTo, Detail View
Design
Data Conversion
Data Conversion includes the technical services required to convert data from
the legacy system to the Microsoft Great Plains Municipal solution. The scope
of data conversion services (quantity and type of data to be converted) is
outlined in the implementation plan.
The data conversion services are based on the following assumptions:
➢ During the early phases of the Project, the project teams will determine
the precise data elements (fields) which are to be included in each of
the anticipated conversions, in order to ensure that all appropriate
information is ultimately extracted and converted
➢ The Municipality's Information Technology staff will extract all requested
data and deliver that data, within the requested timeframe and in the
requested electronic format, to the Vendor
➢ In all circumstances where the Municipality plans to change data
elements (Chart of Accounts, Vendor/Customer numbers, etc.), a
detailed mapping document will be provided to the Vendor in electronic
format
➢ The Vendor will convert and balance the extracted data according to the
timelines of the implementation plan. Converted data will be delivered,
along with instructions, in electronic format to the Municipality. The
Municipality's Information Technology staff will manage the execution of
conversion scripts.
➢ The Vendor's conversion methodology is based on building and
executing iterative scripts based on field relationships. The fixed fee
price for the conversion of each dataset is based on an assumption that
the extracted data received from the Municipality, as well as the
mapping information provided, is accurate and thorough. This ensures
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
that the number of iterations required to achieve accuracy and success
is both low and predictable. After the conversion routine has been
finalized from a relationship-mapping perspective, should the Vendor
require more than two (2) iterations of the conversion due to
issues/errors or changes on the part of the Municipality (i.e. legacy data
integrity or balancing issues, issues with mapping information, etc.), the
Vendor may, at its sole discretion but with appropriate communication,
levy additional fees for any time and materials in excess of the agreed-
upon fixed price for that element in relation to the additional iterations.
➢ While the Vendor makes every effort to test and balance all converted
data, it is the Municipality's responsibility to execute appropriate reports
and tests to satisfy themselves regarding the accuracy of all
conversions.
➢ Subsequent to any conversion of master records, or early-phase
transactional records, the Municipality will ensure that master records
will be maintained in the Great Plains system in order to ensure that the
systems remain parallel (i.e. update vendor/customer/roll information
after data conversion).
System Configuration, Testing and Go-Live Assuredness
The Vendor will offer configuration assistance based on the following:
➢ Each product will be configured based on the decisions made during
the Executive Workshops.
➢ Sufficient time has been allocated for each Product to ensure that one-
time "Setup" options will be completed collaboratively by the Vendor
and the Municipality.
➢ In certain cases, the Municipality may be assigned additional setup
work by the Vendor, due to the volume of setup required. In these
circumstances, the Vendor will ensure that additional setups will be
replicas of elements already configured collaboratively, and will review
and correct all independent setup work during subsequent sessions.
➢ The Vendor will document the system configuration to form a baseline
before implementation. The Municipality is ultimately responsible for
understanding and documenting the impact of configuration elements,
decisions and entries to business processes, posting flows and
behaviour, internal controls, segregation of duties, etc.
➢ The Vendor will provide assistance in user class design and security
configuration. However, it is the Municipality's sole responsibility to
develop a security plan, and to ensure that each user ha the
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October 2003
appropriate security for the execution of their respective tasks and
exclusion from non-essential elements.
➢ The Vendor will support the Municipality's efforts to test the configured
software through the design and deployment of sample transaction
flows. It is the Municipality's responsibility to create the sample
transactions in a manner that will thoroughly test the configuration, and
to assess the test results and to ensure that the system is configured to
meet the business process,and posting requirements that have been
identified. The Municipality is responsible for planning the testing of any
interfaces with external systems or agencies (e.g. integration with other
systems, test files with banking institutions, etc.)
➢ The Vendor will provide advice and assistance to the Municipality in go-
live cutover planning. It is the Municipality's responsibility to ensure
proper cutover procedures are communicated to end users, and that
each module is balanced between the legacy system and the new
system. The Municipality is responsible for preparing a detailed audit
report of cutover balances from each module. At its discretion, the
Municipality may wish to solicit a review of the go-live transition with
their external auditor. Any services required by the Vendor for such an
external review are outside of the scope of this engagement and would
be handled via the Change Control process.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Training (On-Site, Train-the-Trainer)
The Vendor will offer on-site training based on the following:
➢ A maximum of eight trainees will be trained during any session.
➢ The Municipality will ensure that each trainee has their own workstation,
with login access to a test environment for training purposes. The
Municipality will ensure that the test environment has been refreshed
with the latest copy of transactional and configured data, as agreed-
upon by the Project Team for the purposes of training.
➢ Both parties agree that Training is among the most important
components for a successful implementation and every effort will be
made to ensure maximum knowledge transfer.
➢ All training sessions will be arranged in advance, and both parties agree
to make every effort to be punctual. The Municipality will arrange
appropriate coverage for the regular duties of training participants, in
order to minimize interruptions in the training agenda.
➢ A training session form will be provided by the Vendor, in advance, and
will be completed to record the trainer's name, the training date, the
names of the attendees, the duration of the training session and the title
of the subjects discussed. The most senior attendee will sign the form.
➢ The Vendor's Training Manuals will be made available to the
Municipality, in advance, in electronic format via the Vendor's website.
The Municipality may produce at their own cost as many hard copies as
desired for the planned number of participants.
➢ The Municipality will ensure that all trainees are knowledgeable
Windows users, and that they have been advised of the goals and
objectives of the training session, the time commitment required, and
any anticipated changes in business processes. Trainees will be
responsible for producing any requested sample records for the
purposes of master record setup or transaction training.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Interfaces
Several external interfaces are anticipated in the services delivery of this
implementation, the full scope of which is outlined in the implementation plan.
The Vendor is responsible for building each interface in keeping with the
objectives for each, in terms of data elements, frequency and toolset (XML,
Import, Integration Manager, Cash Receipts Importer, etc.). The Municipality
is responsible for coordinating all interaction with other vendors, and for
bearing any associated costs generated from those vendors. The Municipality
is further responsible for identifying the various project team members who will
learn all aspects of their assigned interface(s), from design to execution, in
order to ensure that the interfaces will function in a seamless, stable fashion in
post-implementation. Similar to the data conversion scope, the Vendor will
deliver up to two (2) iterations of interfaces. Any additional changes to the
interface design, as dictated by changes generated by the Municipality either
due to initial error or changing requirements, will be subject to the Change
Control process.
4
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Schedule 3
Implementation Plan
Schedule
Refer to work plan, attached herein as Appendix B (MS Excel Document).
Target/ Milestone Dates
End of Collaborate Phase (Project Charter Finalized) July 1, 2003
End of Optimize Phase (Executive Workshops) August 1, 2003
Chart of Accounts Ready September 1, 2003
End of Model Phase (System Configuration Complete) October 1, 2003
End of Prepare/Assess Phase (Go-Live Ready) 2003 December 1, 2003
Data Conversion Signoff December 15, 2003
Go-Live Date January 1, 2004
Project Signoff March 1, 2004
Implementation Plan
The following provides a high-level overview of the planned scope of services:
1. Project Management and Quality Assurance — 17 days (13% of overall
project budget)
Project Management has a large up-front planning component, followed by
ongoing status reports, site visits and conference calls to manage the
COMPASS steps, discuss task completion and upcoming project tasks, and
keep the lines of communication open. Go-live transition planning is'also part of
the Start phase.
a. Collaboration and Coordination of the Project Plan — 5 days
b. Optimization — 3 days
c. Model — 3 days
d. Prepare— 1 day
e. Assess — 1 day
f. Start! — 3 days
g. Support— 1 day
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
2. Installation and Technical Support — 5 days
a. Server Installation, Setup of Web Applications (eRequisition, AnyView
Browser, etc.) — 1 day
b. Workstation Installation — 2 days — approximately 3-4 primary workstations,
with appropriate knowledge transfer for Clarington IT staff to complete
additional workstation installations
c. SQL Administration Training and Backup/Restore Protocols — 1 day
d. Ongoing Technical Assistance during project implementation — 1 day
3. Initial Training and Executive Workshops — 19 days
a. System Overview— Posting and Internal Controls, Security and User Setup,
GST/PST Setup, etc. — 2 days
b. AnyView Creator and AnyView Browser— 1 day
c. FRX Financial Reporting — 3 days
d. General Ledger, Budgeting and Performance Management— 3 days
e. Accounts Payable — 3 days
f. Accounts Receivable — 3 days
g. Purchasing and Inventory— 4 days
4. System Manager Training, Security Configuration and Testing - 7 days
5. Workflow - 6 days
a. Great Plains Table Structures, SQL View and AnyView Creator 1 day
Wizard Training
b. Project Team Review of Key Transactional Windows for 1 day
Efficiency Modifications
c. Senior Project Team Meeting to discuss desired Views and 1 day
Alerts
d. Collaborative workflow building 3 days
Y
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
CompuPower will meet with the identified Project Leads for each core
application. These sessions will focus on built-in workflow design as well as
system optimization via Modifier. In keeping with the Municipality of
Clarington's objectives, these sessions will focus on streamlining the system to
correspond with existing or emerging processes and desired transaction flows
and efficiencies.
6. Data Conversion — 6 days
a. General Ledger— Chart of Accounts — 1 day
b. General Ledger— One year (2003) transactional and budget history— 2 days
c. Accounts Payable —Vendor Master— 1 day
d. Accounts Receivable — Customer Master— 1 day
e. Stock Catalogue — 1 day
7.. Systems Integration — Phase One - 10 days
Note: The following estimates do not include any time that may be incurred by
the Municipality of Clarington's vendors of record for efforts required in the
integrating solutions as part of these objectives.
a. CLASS Parks and Recreation Point of Sale — 1 day
Users will manually import an export file created in CLASS Point-of-Sale into
the Great Plains Cash Receipts application, to support the bank deposit
frequency.
b. Parking Tickets - 3 days (5 days with validation)
Through the selection of a specified Quick Code in Great Plains Cash
Receipts, users will be prompted for the appropriate dataset required for the
processing of parking tickets in the JJ Mackay system. When the Cash
Receipts batch is posted, an export file of parking ticket payments would be
produced for import into the JJ Mackay system. Further information
regarding file specifications will be required during the project. An additional
2 days would be required to build this interface in a manner where the
appropriate validation sequences would occur between the two databases
during cash receipts entry.
i
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
c. Vailtech Property Taxation Payments — 1 day
Vailtech users will create an export file, to be manually imported into the
Cash Receipts application. The estimate for an additional day to the CLASS
estimate stated above is based on the export file layouts differing between
the two systems, resulting in the need for discrete import routines.
d. Recurring Invoices —2 days
Using XML import routines and XML export protocols within Excel/Office XP,
CompuPower will assist Clarington in the design and testing of recurring
invoice maintenance in Excel for monthly import into Great Plains.
e. Vailtech Miscellaneous Receivables Payments — 3 days
Using the "Comments" area of the Vailtech Cash Receipts Entry windows,
Vailtech users can enter a specified Quick Code payment for a Receivables
Entry and then enter the invoice number in the Comments section. It will be
necessary for the Vailtech export file to outline each of these transactions
individually. For the purposes of the initial implementation, this integration
will first locate the relevant customer ID based on the invoice number, and
would transfer the transaction to Cash Receipts with the invoice number
appearing as a comment in Great Plains. Finance users would later
manually "apply" the payment against the invoice either before posting the
batch, or later using the "Apply" routine in Accounts Receivable. The scope
of the integration can be expanded to automate the apply routine, but adds
considerable complexity.
8. Systems Integration — Phase Two (Spring 2004) — 8 days -
CLASS Parks and Recreation Customers and Receivables
There are various levels of complexity with this particular integration. The
CLASS customer may not currently exist in Great Plains resulting in complex
customer validation and customer add routines. The invoice then needs to be
imported into Invoicing. Thirdly, full or partial payment may have already been
processed via Cash Receipts. Recent discussions with principals at CLASS
have indicated that they have plans to release expanded Accounts Receivable
functionality in Autumn 2003. Further, CLASS and CompuPower are committed
to building additional integration points between the two solutions, including the
Customer and Accounts Receivable interface. Preliminary discussions have
revealed that there are complexities around the CLASS customer database
(based on family units) that need to be addressed by the two companies - both
generically, and then on a site-specific basis. Accordingly, it is CompuPower's
recommendation that the Municipality of Clarington defer this desired integration
until the details and functionality of the upcoming release are better known, and
so that the integration can be written to the table specifications of the release.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Instead of Clarington having to fund this development work, this short-term
deferral would allow you to take advantage of the development efforts assumed
by both organizations for their wider client communities. For CompuPower to
build this integration for Phase One of this project, it is anticipated that 13-18
days of consulting effort would be required. As a Phase Two project (Spring
2004), this project is estimated to require 5 — 8 days of consulting effort.
9. Tender/ Bid Customization — 10 days
CompuPower proposes to build a tender/bid database in Microsoft Access to
handle the functional requirements outlined by Clarington, including:
a. To provide for electronic analysis and selection of vendor bids
b. Track receipt and release of bid deposit cheques
C. . Tender document revenue tracking by vendor/tender number
d. Tracking Insurance Certificates, WCB Certificates, and Health and
Safety Compliance information, specific to Vendors
e. Vendor File Maintenance for bid responses. Bid list tracking.
f. Vendor information tie to vendor file data
The anticipated approach for this customization would be that the Requisition
contents would be copied directly to Access upon demand as a new
Tender/Bid Process, after which the Purchaser could manage the record to
build the tender document (attaching clauses, terms, conditions, certificates,
deposits, etc.), print the documents, and publish them on EBBs and the
Internet. From within Access, CompuPower would build secure, read-only
lookups to the Vendor Master in order to build a bidders' list, and not duplicate
vendor information. A shortcut to the Tender database could be included in
the Buyers' User Shortcut bar, and reports that integrate Requisition, Bidding
and Purchase Order data optionally created in Crystal Reports and/or in
AnyView for SmartList ad hoc queries (i.e. all bids where a certain supplier bid,
all open tenders, etc.). At the time of tender award, the open Requisition
would be manually completed with the appropriate supplier information, and
transitioned to a Purchase Order using the core functionality of the system.
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
A final, detailed scoping discussion and customization estimate will be
prepared during the Collaboration Phase of the project. The current 10-day
estimate for this customization is based on three days of discussion and high-
level design, four days of customization, one day for deployment, and two
days for identified custom reports and views to support the solution. It is
assumed that the Clarington Buyers and other users of this solution will have a
valid license to use MS Access.
10. Collaborative Report and View Creation and Modification — 14 days
a. General Ledger: FIR in Excel - 2 days allocated
b. AP/Purchasing: Cheque, Voucher Register, Purchase Order— 3 days
c. AR/Invoicing: Current and Historical Invoice, Cash Receipt, Statement— 2
days
d. AnyView views and AnyView Creator drillarounds, GoTos and Detail Views,
based on Clarington's wishes and across all applications — 3 days allocated
— ultimate scope to be determined during project planning
e. FRX Financial Statements —Performance Management, P&L by Department,
Balance Sheet, Fund Reporting, Budget and Encumbrancing etc. —4 days
allocated — ultimate scope to be determined during project planning
11. Configuration, Implementation Assistance, Test Plan, Testing, Training —
24 days
a. General Ledger, Budgeting and Performance Measures — 6 days
b. Purchasing / Inventory— 7 days
c. Payables — 5 days
d. Invoicing, Receivables and Cash Receipts — 5 days
e. Report Writer Training — 1 day
Page 33 of 43
CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
12. Go-Live and Post-Implementation Support— 5 days
a. Go-Live Cutover Planning — 1 day
b. General Ledger, Budgeting and Performance Measures — 1 day
c. Purchasing / Inventory— 1 day
d. Payables — 1 day
e. Invoicing, Receivables and Cash Receipts — 1 day
Total Anticipated Project Days: 131 days
Implementation Budget
Software $133,414
Services $131,000
Total 1264,414
Page 34 of 43
CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Schedule 4
Cost Considerations / Payment Terms
• The daily rate for all consulting, project management, data migration and
training is $1,000.00/day. This rate is guaranteed for the duration of this
contract, for the execution of the services outlined in this proposal. This
rate is based upon 6.5 hours of consulting, resulting in a 9:00- 4:30
agenda, with a 1-hour lunch break.
• In circumstances where the Municipality requests that the Vendor's
consultant remain on site in order to complete or continue with
implementation topics, the Municipality will be billed at the hourly rate of
$150 per hour. In all such cases, this additional work will not proceed
without the explicit permission of the Municipality's Project Manager or
their delegate.
• There is a $50.00 per day meal allowance per person for all on-site work.
CompuPower recommends that the Municipality consider catered lunches
for formal engagement dates, in order to maximize productivity and
minimize interruptions in the scheduled activities. In this circumstance,
the daily meal allowance levied would be reduced to $30.00 per day.
• Mileage is charged at $0.37/km. Accommodation costs will be billed as
incurred.
• CompuPower will not assess travel time costs, administration costs, long
distance or remote access charges, fees for newsletters, user group
participation or knowledge base access.
• Data Conversion - Once final scope of data conversion is determined,
CompuPower provides a fixed fee price for data conversion.
✓f
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CompuPower/Microsoft Great Plains Municipal System Implementation Agreement
October 2003
Products — Payment Terms
Description Payment Comments
Deposit 40% Of the cost of the
Products+Taxes
Payment 60% Of the cost of the
Products+Taxes payable upon
installation of software
Services — Payment Terms
All services and out-of-pocket expenses are billed as incurred and are Net 30.
r
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Appendix A
• Form 1 - Change Request Form
• Form 2 - Conversion Approval Form
• Form 3 - Customized Report Approval Form
• Form 4 - Project Milestone Signoff Form
Page 37 of 43
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Appendix A - Change Request Form
Request Date Request No.
Requested By Priority
Module
Change Description
• Requirements
• Enhancement
• Fix/Workaround
•
Report/Query
Purpose
Proposed Solution
• Scope
• Deliverables
• Schedule
Estimate
• Resources
• Effort
• Time
• Cost
Signatures Municipality of Clarington
Com uPower Systems Ltd.
Status Target Date
? Page 38 of 43
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Appendix A - Conversion Approval Form
Module
Table Description
Cut-off Date
Date Received
Converted By
Special Notes
Balancing
Reports
Review Date
Reviewer's Municipality of Clarington
Signatures
Com uPower Systems Ltd.
Implementation
Date
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Appendix A - Customized Report Approval Form
Module
Report Name
Report Description
• Requirements
• Totals
• Timing
Purpose
Customized By
Date Requested
Date Delivered
Special Notes
• Security
Target Printer
Reviewers Municipality of Clarington
Signature
Com uPower Systems Ltd.
Date
Page 40 of 43
Appendix A - Customized WorkFlow Approval Form
Module
Window Name
Customization
Description
• Requirements
• Fields
• Tables
Purpose
Customized By
Date Requested
Date Delivered
Special Notes
Reviewers Municipality of Clarington
Signature
Com uPower Systems Ltd.
Date
/Y Page 41 of 43
Appendix A - Project Milestone Signoff Form
Customer
Modules
Implemented
Planned
Implementation
Date
Actual
Implementation
Date
Project Manager
Milestone/
Comments
Municipality of Clarington
CompuPower Systems Ltd.
Date
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Appendix A—Work Order Form
Work Order
Name of client:
Name of main contact:
Date of on-site visit/expected hours:
Staff completing work order:
Detailed description of work to be completed:
Client Signature to indicate work to be completed:
Please leave with consultant or FAX to 1-519-442-7657(Municipality of Clarington)
Signature of approval for work completed:
(CompuPower)
Client Signature to indicate work has been completed:
(Municipality of Clarington)
Page 43 of 43
CompuPower Software Support Agreement
This software support agreement ("Agreement") is between CompuPower Systems Ltd. (hereinafter
referred to as "CPS" and The Municipality of Clarington (Hereinafter referred to as "Licensee").
1) GENERAL: During the term of this Agreement, CPS shall provide to the Licensee the software support
services described herein for the software programs listed in Schedule A, subject to the terms and
conditions set forth in this Agreement.
2) SUPPORT CENTRE and CONTACTS: For the purpose of this agreement the words "support centre"
represent the location and the staff of The Municipality of Clarington, located at 40 Temperance
Street, Bowmanville, ON L1 C 3A6. CPS will provide support only to the support centre designated in
writing in this contract. The Licensee will inform CPS as to the approved individuals to whom CPS will
provide support, in order to ensure that the Licensee's employees are following the Licensee's desired
support channels.
3) SOFTWARE SUPPORT SERVICES: For the software programs listed in Schedule A, support shall
include:
a) Answers to general questions regarding Microsoft Great Plains and municipal requirements,
including general system navigation.
b) Technical assistance to designated IT staff in the execution of daily or other routines such as data
backups, restores, workstation installations, the installation of build updates, etc.
c) Assistance in clarification of functionality for users who have been previously trained, either
through on-site CompuPower training during implementation or thereafter, or through subsequent
training at the CompuPower training facility.
d) Assistance in month-end and year-end routines, such as Payroll tax table updates, GL year-end,
etc.
e) Assistance in the resolution of errors, or concerns regarding the "behaviour" of posting activity or
data, including posting date, reprinting posting journals, file maintenance routines, etc.
f) Assistance in ensuring the accuracy of configuration changes based on emerging requirements
(Note: CPS reserves the right to transfer such requests to the CPS Consulting team, with the
assistance to then be delivered to the Licensee on a time and materials basis, when the scope of
the configuration changes are deemed to be either too complex and/or diverse to be efficiently and
successfully deployed to the Licensee via the regular Support Services avenues).
g) Assistance in navigating the Microsoft, Diamond or CompuPower Knowledge Base or website.
h) Assistance in managing the location and deployment of modified reports or forms.
i) Conveyance of support requests to Diamond Software and Microsoft
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CompuPower Software Support Agreement
j) Emergency(as determined solely by CPS) assistance in key transactional activities in the absence
of trained Licensee staff (e.g. assistance in processing Payroll in order to ensure employees are
paid).
4) LIMITATIONS: Support Services will be provided only for operation of the Licensed Software listed in
Schedule A for the support centre listed on this agreement and under the conditions and in the
environment for which it was designed as determined by CPS. Support Services will specifically not
include the following services, which will be handled as consultative services on a time and materials
basis, subject to a mutually pre-approved Work Order process on behalf of both CPS and the
Licensee:
a) End-user training
b) Complex or Diverse Configuration Changes to the Licensed Software (as described in 3f. above)
c) Custom modifications or programming to the Licensed Software
d) Design of scripts to resolve data issues or errors, unless the errors are a direct result of a software
issue traceable back to the Licensed Software listed in Schedule A.
e) Design and delivery of modified windows, views (AnyView) or reports (Report Writer, FRX or
Crystal)
f) Errors and/or data issues deemed to be generated by the user (as determined solely by CPS)
either by user error, negligence, lack of training, or via conditions and environmental changes that
are deemed to be contrary to CPS recommendations.
g) Errors and/or data issues due to software bugs in the Microsoft Great Plains software (CPS will
make every effort to communicate proactively with the Licensee to ensure that known bugs and
service packs to resolve them are known and addressed. In practice, the requirement for service
packs from Microsoft is extremely rare).
h) Major release upgrades (e.g. Release 7.5 to Release 8.0) where on-site consultative
services are required in order to ensure upgrade success
5) TERM: This Agreement shall commence on the first day of January, 2004 (or whichever date is
mutually determined as the Municipality of Clarington's go-live date) and shall terminate on December
31St of the same year. The Agreement shall renew annually each year thereafter. Renewals occur
automatically unless either party gives notice of termination in writing to the other party (60) days prior
to the renewal date.
6) COST OF PLAN: The cost of Support Services shall be paid prior to the commencement of each
year's term. CPS will invoice the cost of the plan plus applicable taxes to the Licensee. The support
plan charge shall be reflective of the support package that both the Licensee and CPS agree are
suitable to the client's needs. The current plan in effect is attached as Schedule B. The packages
currently available are Copper, Bronze, Silver and Gold. The support plan renewal rate shall be based
on the then current package rates, as published and communicated by CompuPower. At any time the
client may upgrade their package by paying the full difference between the existing and the desired
package, pro-rated based on the date when the upgrade takes place.
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CompuPower Software Support Agreement
7) ADDITIONAL PAYMENTS: In addition to the sums payable herein, the Licensee shall pay to CPS,
upon receipt of an invoice, any additional fees due for support exceeding the package support limit as
indicated by the support package chosen (Either Copper, Bronze, Silver or Gold), plus any applicable
taxes. All other services as approved via the work order process (Schedule C) including on-site visits,
out of pocket and travel expense, and telephone support of software, operating systems, or hardware
that are not part of this agreement are billed separately at the then current hourly rate, or specific
Licensee rates as determined collectively by CPS and the Licensee. On-Site application support of
the listed software will be billed at the discounted rate as per the support plan described in Schedule
B. Technical services (networking, OS, Virus, back-up, and hardware) or support for software not
listed in Schedule A are not eligible for the support plan rate discount. Application services that do
qualify for the discount include end-user training, consulting, on-site support and upgrades of the
software listed. The current rate sheet is attached as Schedule D. In all cases taxes are not part of
the costs and are billed where applicable.
8) CONTRACT PAYMENTS: When a new project, system contract and / or implementation plan is in
place then the client pays the negotiated rate for these projects and no additional discount will apply
for any services delivered in conjunction with those activities. Once the initial contract /
implementation is completed, then all services return to the full hourly rate, less any discounts (if they
apply) as per your support plan level.
9) SUPPORT SERVICES: Software support shall be provided by a CPS product/support representative
via a published telephone number that is answered 24 hours a day, 7 days a week, guaranteed
response times are for within our normal working hours of 8:30am to 5:OOpm, Monday to Friday, EST.
Evenings (5:OOpm to 8:30 am), weekends and Statutory holidays are considered as after hour calls.
Requests for services that fall within "after hours" are handled as timely as possible. Guaranteed
response time refers to the time within which the Licensee receives an acknowledgement of the
support request, a call tracking number, and a preliminary assessment regarding resolution
timeframe. Actual resolution time depends on the volume of support calls currently being handled by
CPS, the severity of the Licensee's case, the extent to which external factors (coordinating Microsoft,
Diamond, Licensee involvement) is required, etc. CPS monitors all open calls on a daily basis, and
practices a case escalation process. A case may have one of the following four classifications:
Waiting, Low, High and Critical. A status of `Waiting' is used to identify those cases where our
Support Analysts have delivered a fix/solution to the Client and are now awaiting confirmation from the
Client that the call may be closed. A status of`Low' is used to identify calls related to scheduled
upgrades, training sessions and installations. A status of 'High' is used to identify calls where a
resolution is still required but where the lack of a resolution is not impeding the day-to-day operations
of the municipality. A status of 'Critical' is used to identify those calls where a resolution is critical to
maintain and/or achieve time-sensitive activity (i.e. execution of Payroll, production of Taxation Bills).
All calls are constantly monitored by the Lead of Knowledge Services and re-categorized/reassigned
when and where necessary to achieve maximum client satisfaction.
10)METHODS OF SUPPORT: CPS' method of support is by telephone, VPN (it is recommended that the
Licensee provide web access to a CPS support representative) or email. Support that requires an on-
site visit will be billed at the discounted rate according to the package listed in Schedule B, and as
described in 7. above.
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CompuPower Software Support Agreement
11)APPROVED VERSIONS FOR SUPPORT: CPS will provide support on the release level of the
licensed software current at the time of service and the immediate preceding level only. CPS may,
within its sole discretion, provide support on previous release levels for which the Licensee agrees to
pay the CPS time and material charge in effect at the time that such service is rendered. CPS shall
remain free to decide, solely in its own discretion, whether and when to provide support for
enhancements or improvements to the Licensed Software or entirely new products any of which may
be subject to a separate agreement between parties.
12)ACCESS AND SECURITY: The Licensee agrees to furnish to CPS full and free access to the
Licensed Software when CPS is performing support services subject to Licensee's reasonable internal
security rules. In addition to providing appropriate system administration login and password
information to CPS, the Licensee will support the maintenance of a CPS user login.
13)CONFIDENTIALITY: CPS Support Staff will hold confidential all information and data to which access
has been granted, and will not divulge any aspect of the Licensee's configuration, data values, or
other settings without the prior written consent of the Licensee or as required by law.
14)WARRANTY: CPS does not warranty service results or represent or warrant that the functions
contained in the Licensed Software will meet Licensee's requirements, that the operation of the
Licensed Software will meet Licensees requirements, that the operation of the Licensed Software will
be uninterrupted or error free, or that each defect in the Licensed Software will be corrected.
15)DEFAULT: Either party shall be in default under this Agreement if it fails to perform any of its
obligations under this Agreement and such failure remains uncured for a period of (30) days after
receipt by such party of written notice of the default from the other party. The nondefaulting party, in
addition to any other rights available to it under law or in equity, may then withhold its performance
under or may terminate the Agreement at any time by giving notice in writing to the defaulted party.
Termination of the agreement does not change or cancel any money owing to either party, prior to the
termination, and does not affect confidentiality, which shall continue indefinitely.
16)LIMITATION OF LIABILITY: The entire liability of CPS to Licensee for damages under this Agreement
or in any way related to the subject matter of this Agreement, regardless of whether the claim for such
damages is based in contract or in tort, shall not exceed the lesser of five thousand dollars
($5,000.00) or the total annual support charge last paid for the support services under this Agreement.
This limit shall not apply to claims for bodily injury or for damages to real or tangible personal property
to the extent caused directly or indirectly by CPS' negligence. Except as otherwise provided in this
paragraph, CPS shall not be liable for damages arising in connection with the use, repair, lack of
repair, or performance of licensed software.
17)CPS shall not be liable for damages caused as a result of any hardware failure whatsoever.
18) In no event shall CPS be liable for any loss of income, loss of data, or other direct, indirect, or
consequential damages, even if CPS has been advised of the possibility of such damages, or for any
claim against licensee by any other party.
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CompuPower Software Support Agreement
19)ASSIGNMENT: The Licensee shall not assign or transfer the Agreement without the prior written
consent of CPS (which consent shall not be unreasonably withheld). Any prohibited assignment or
transfer shall be null and void. CPS may cause services covered by the agreement to be provided
either by a CPS support representative or by any CPS authorized representative, but use of such an
organization shall not relieve CPS of its obligation under the Agreement. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
representatives, successors, executors, administrators, and permitted assigns.
20)NOTICE: All Formal notice, consents, and other communications required by or permitted under the
Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid and
return receipt requested, or transmitted by telegram, telex, fax or email so long as such is confirmed to
be received by both parties, to the addresses or numbers indicated on this Agreement. Either party
may change its address for notification purposes by giving the other prior written notice of the new
address and effective date. Written notice shall be deemed to have complied with this section.
21)ENTIRE AGREEMENT: This Agreement and the schedules attached to it constitute the entire and
exclusive statement of the Agreement between the parties with respect to its subject matter and
supersedes all prior oral or written representations, understandings or agreements concerning the
subject matter of this Agreement.
22)MISCELLANEOUS: This Agreement shall be governed by and construed in accordance with the laws
of Ontario and will be heard in an Ontario court of law. No representation or promise relating to and
no amendment of the Agreement shall be binding unless it is in writing and signed by both parties.
The terms and conditions of any order submitted by Licensee shall be of no force and effect.
23)Except for Licensee's obligation to pay CPS, neither party shall be liable for any failure to perform due
to causes beyond its reasonable control. No waiver by a party of any breach of any provision of the
Agreement shall constitute a waiver of any other breach of that or any other provision of the
Agreement. In the event that any of the provisions contained in the Agreement is held to be
unenforceable, the Agreement shall be construed without such provision.
24)Time of Essence: It is understood by all parties that time is of the essence.
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CompuPower Software Support Agreement
IN WITNESS WHEREOF each of the parties hereto has caused the Agreement to be executed by a duly
authorized officer (President, Treasurer, CAO, Vice-President) as of the day and year first written.
Accepted and Approved As Of:
LICE N r_ -CO 1 P 1 R_SYSTEMS LTD.
John n, lavor y_ e
By:
t!t i arr� unicipal Clerk (Please print authorized name)
Addresses for Formal Notices:
The Municipality of Clarington CompuPower Systems Ltd.
40 Temperance Street 3 Elm Street
Bowmanville, ON L1 C 3A6 Paris, ON N3L 21_6
Tel: 905-623-3379 Tel: 519-442-4432
Email: ntaylor @municipality.clarington.on.ca Email: rbudreaup_compupowersystems.com
Proposed 2004 Plan = Silver
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CompuPower Software Support Agreement
Schedule A
Licensed Software
The following is the list of licensed software covered under this agreement for the Municipality of
Clarington:
• System Manager with 20 users
• AnyView Creator
• AnyView Browser with 20 concurrent users
• Customization Site License
• Integration Manager
• General Ledger with FRX
• Bank Reconciliation with Electronic Reconcile
• Account-Level Security
• Interfund
• eRequisition
• Inventory
• Purchase Order Processing
• Accounts Payable with GST Rebating
• EFT for Payables
• CustomerNendor Consolidations with Refund Cheques
• MICR Cheque Encoding
• Accounts Receivable
• Invoicing
• Cash Receipts
• WorkTech Integration
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CompuPower Software Support Agreement
Schedule B
2003 Support Plans
The Support Plan selected by the Municipality of Clarington is: Silver
Copper Level:
• 1 Hour per month of telephone support of software listed on support agreement (no carry forward
allowed)
• Guaranteed 3 hour response time
• 1 training voucher to attend a training class at our facility
• 1 User Conference Registration
• On-site visits for all types of support billed at normal hourly rates
• Out of Pocket, travel and travel time charged at prevailing rates
• Annual Cost: $ 1750.00
Bronze Level:
• 3 Hours per month of telephone support of software listed on support agreement (no carry forward
allowed)
• Guaranteed 3 hour response time
• 1 training voucher to attend a training class at our facility
• 1 User Conference Registration
• On-site visits for all types of support billed at normal hourly rates
• Out of Pocket, travel and travel time charged at prevailing rates
• Annual Cost = $ 4275.00
Silver Level:
• 5 Hours per month of telephone support of software listed on support agreement (no carry forward
allowed)
• Guaranteed 2 hour response time
• 1 training voucher to attend a training class at our facility
• 1 User Conference Registration
• On-site visits for all types of support of software listed on agreement billed at 90% of normal hourly
rates, or rates negotiated with the Licensee
• Out of Pocket, travel and travel time charged at prevailing rates
• Annual Cost = $ 6595.00
Gold Level:
• . 7 Hours per month of telephone support of software listed on support agreement (no carry forward
allowed)
• Guaranteed 1 hour response time
• 2 training vouchers to attend a training class at our facility
• 1 User Conference Registration
• On-site visits for all types of support of software listed on agreement billed at 85% of normal hourly
rates, or rates negotiated with the Licensee
• Out of Pocket, travel and travel time charged at prevailing rates
• Annual Cost = $ 8475.00
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CompuPower Software Support Agreement
Schedule C
Sample Work Order Form
Work Order #
Name of client:
Name of main contact:
Date of on-site visit/expected hours:
Staff completing work order:
Detailed description of work to be completed:
Client Signature to indicate work to be completed:
Please leave with consultant or FAX to 1-519-442-7657 (Municipality of Clarington)
Signature of approval for work completed:
(CompuPower)
Client Signature to indicate work has been completed:
(Municipality of Clarington) -<
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CompuPower Software Support Agreement
Schedule D
COST SUMMARY SHEET / TERMS OF BUSINESS
CONSULTING RATES:
Daily Rate: $1,000/day (7.5 hour day including breaks/lunch)
Travel Time: included in Daily Rate
Per Diem: $50/day($25 for travel evening before site day)
(reduced to $30 if lunch provided by client)
These rates are charged for the project duration, change requests, support outside of the support plan
hours, on-site support, and for any special projects. Diamond reserves the right to change these rates in
conjunction with the renewal of annual support plans, and will provide advance notice of any rate
structure changes for budgetary purposes. In circumstances where the Municipality requests that the
Vendor's consultant remain on site in order to complete or continue with implementation topics, the
Municipality will be billed at the hourly rate of$150 per hour. In all such cases, this additional work
will not proceed without the explicit permission of the Municipality's Project Manager or their
delegate. Further, if the combination of ultimate departure time and travel time to the next day's
destination is.later than 11 pm, then the consultant at their sole discretion may opt to reserve a hotel
that evening at the Municipality's expense.
Fixed Fee - Data Conversion and Form Creation Services:
Diamond Software provides additional client service and"peace of mind" during projects by providing
fixed fee pricing for key project tasks where we have control over scope and time. Typically, once
scope has been properly determined, Diamond Software and the client will mutually establish a fixed
fee for data conversion and form creation services. Form creation is intended to take advantage of our
reports library of previously customized common forms (Pay stubs, Payables cheques, Tax Bills and
Arrears Notices, etc.).
Time & Materials:
All other project services are provided on a Time &Materials basis, and will be billed accordingly. The
Diamond Software Project Manager will inform the client Project Manager of anticipated budget overages.
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CompuPower Software Support Agreement
Other Costs:
Mileage: $0.37 per km
Accommodations: Actual rates are recouped. We attempt to locate reasonably-priced
accommodations. (Average cost: $90/night)
Meals: Actual costs are recouped. (Meal costs only charged during overnight stays.)
Airfare/Rental Car: Actual rates are recouped.
Per Diem: $50
Telecom/Long Distance: None
Administrative: None
OGPUG: None
Newsletters/Communiques: None
Knowledge Base: None
Diamond CustomerSource: None
Great Plains website
(CustomerSource): None
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