HomeMy WebLinkAbout2022-12-13; Municipal Water District; ; Agreement with N. Harris Computer Corporation for Support and Maintenance of NorthStar SoftwareCA Review: GH
Meeting Date: Dec. 13, 2022
To: President and Board Members
From: Scott Chadwick, Executive Director
Staff Contact: Doug Kappel, Information Technology Manager
doug.kappel@carlsbadca.gov, 442-339-2791
Subject: Agreement with N. Harris Computer Corporation for Support and
Maintenance of NorthStar Software
Districts: All
Recommended Action
Adopt a resolution authorizing the Executive Director of the Carlsbad Municipal Water District
to execute an agreement with N. Harris Computer Corporation for the annual support and
maintenance of NorthStar Software in an amount not to exceed $307,805 for an initial three-
year period with the option for one additional three-year extension.
Executive Summary
The Carlsbad Municipal Water District Board of Directors is being asked to approve a new
agreement with the N. Harris Computer Corporation’s for the NorthStar Customer Information
and Billing System and Customer Connect applications, which are used to bill about 75,000
customer accounts for potable water, recycled water, solid waste and wastewater services.
The current annual maintenance agreement with N. Harris is set to expire Dec. 31, 2022. The
proposed new agreement would cover for an initial three-year period at a cost of $307,805,
with the option for one additional three-year extension.
The Board is being asked to approve this agreement because Carlsbad Municipal Code Section
3.28.060 - Procurement of Professional Services and Services requires the City Council’s
approval for professional services and services that will cost the city more than $100,000 per
agreement year. CMWD’s purchasing is done in accordance with the city’s purchasing rules, so
that section of the municipal code also applies to CMWD.
Discussion
The city and its water district have been using the NorthStar Customer Information and Billing
System and Customer Connect since 1999. N. Harris has successfully and satisfactorily provided
ongoing support and maintenance during this time, and is the only company that provides
support and maintenance for these applications.
The customer billing portal, Customer Connect, is integrated with an invoicing application to
provide utility customers a secure method for making online payments that is compliant with
payment card industry security standards.
Dec. 13, 2022 Item #8 Page 1 of 21
MUNICIIPAL WATER D IISTRIC'f
Staff Report
Staff recommend the CMWD Board adopt the attached resolution, Exhibit 1, so that the city
and CMWD can continue to rely on N. Harris for supporting the North Star applications.
Options
Staff offer the following options for the Board’s consideration:
1. Adopt a resolution authorizing the Executive Manager or designee to execute an
agreement with N. Harris Computer Corporation for support and maintenance of
NorthStar software for a three-year period
Pros
• The district and the city will continue to have maintenance and support for the
NorthStar CIS and Customer Connect ensuring a safe, secure, and stable utility
billing environment.
• N. Harris is the only company that supports these applications.
Cons
• None identified
2. Do not adopt the resolution.
Pros
• None identified
Cons
• Without maintenance and support, the city and the water district will not receive
software patches and upgrades to either the NorthStar CIS or Customer Connect.
This puts the city at risk of not being able to address security issues, increasing
the potential threat of a cyber-attack.
• If CMWD encounters an issue with either the NorthStar CIS or Customer
Connect, city staff would be solely responsible for troubleshooting and
correcting the issue. Since the city does not have access to the programming
code for either application, there is the potential that staff would be unable to
resolve the issue. This greatly affects the ability of the district to ensure a safe,
secure, and stable utility billing environment.
Fiscal Analysis
The support and maintenance agreement amount is not to exceed $307,805 for the initial
three-year term of the agreement. The costs for services related to potable water and recycled
water will be borne by CMWD, and the costs related to solid waste and wastewater will be
borne by the city.
Funding for the support and maintenance for the first year was included in the Information
Technology Department’s fiscal year 2022-23 operating budget. Funding for the second and
third years will be included in Information Technology Department’s budget request as part of
the annual budget process for the appropriate fiscal year.
Year 1 Year 2 Year 3
Description FY 2022-23 FY 2023-24 FY 2024-25 Total
NorthStar Software $ 98,605 $ 102,549 $ 106,651 $ 307,805
Dec. 13, 2022 Item #8 Page 2 of 21
Next Steps
The Executive Director will execute the support and maintenance agreement with N. Harris
Computer Corporation.
Environmental Evaluation
This action does not require environmental review because it does not constitute a project
within the meaning of the California Environmental Quality Act under California Public
Resources Code section 21065 in that it has no potential to cause either a direct physical
change or a reasonably foreseeable indirect physical change in the environment.
Public Notification
This item was noticed in keeping with the state's Ralph M. Brown Act and available for public
viewing and review at least 72 hours before the scheduled meeting date.
Exhibits
1. Carlsbad Municipal Water District Board of Directors resolution
Dec. 13, 2022 Item #8 Page 3 of 21
RESOLUTION NO. 1692
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT BOARD, AUTHORIZING THE EXECUTIVE
MANAGER TO EXECUTE AN AGREEMENT WITH N. HARRIS COMPUTER
CORPORATION FOR UTILITY BILLING SOFTWARE MAINTENANCE AND
SUPPORT SERVICES IN AN AMOUNT NOT TO EXCEED $307,805
WHEREAS, the Carlsbad Municipal Water District (CMWD) currently uses software licensed,
maintained, and supported by N. Harris Computer Corporation (Harris), specifically Northstar
Customer Information and Billing (CIS) System and Customer Connect, for utility billing services for
water and recycled water, and
WHEREAS, CMWD purchases CIS and Customer Connect support and maintenance services
(Services) on an annual basis from Harris; and
WHEREAS, the current Master Agreement for Services will expire on December 31, 2022; and
WHEREAS, it is in the best interest of CMWD to execute a new agreement with Harris to
continue providing Services (Agreement); and
WHEREAS, the cost for Services related to water and recycled water will be borne by CMWD,
and the costs related to solid waste and sewer services will be borne by the City of Carlsbad (city); and
WHEREAS, the budget to procure the Services for the first year of the Agreement is available in
the city's Information Technology Department (IT) fiscal year 2022-23 Operating Budget; and
WHEREAS, the pro rata share of costs for water and recycled water will be included in IT's
annual service charges to CMWD; and
WHEREAS, funding for future years' Services will be considered on an annual basis in IT's annual
budget requests; and
WHEREAS, the pro rata share of costs of Services for water and recycled water will be included
in IT's annual service charges to CMWD.
NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City
of Carlsbad, California, as follows:
1.That the above recitations are true and correct.
2.That the Executive Manager, or a designee, is authorized to execute the support and
maintenance Agreement with N. Harris Computer Corporation for Northstar Customer
Information and Billing Systems and Customer Connect for an initial three-year period
Exhibit 1
Dec. 13, 2022 Item #8 Page 4 of 21
through December 30, 2025, in an amount not to exceed $307,805, as reflected in
Attachment A, with the option to extend for one additional three -year term.
PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the
Carlsbad Municipal Water District of the City of Carlsbad on the 13th day of December, 2022, by the
following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Acosta, Norby.
NAYS:
ABSENT:
None.
None.
MATT HALL, President
LFAVIOLA MEDINA, City Clerk Services Manager 'f' {SEAL)
Dec. 13, 2022 Item #8 Page 5 of 21
~
SUPPORT AND MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the 1st day of January 2023.
BETWEEN:
N. HARRIS COMPUTER CORPORATION
d/b/a Northstar Utilities
(“Harris”)-
and -
Carlsbad Municipal Water District
(“Organization”)
RECITALS
1.Harris has licensed to Organization certain Software pursuant to a Software License
Agreement (Exhibit 3);
2.The Organization wishes to receive support and maintenance services related to the
Software;
3.Harris shall provide the support and maintenance services related to the Software;
NOW THEREFORE, in consideration of the mutual covenants set out in this support
and maintenance agreement (the “Support and Maintenance Agreement”) and for other good
and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties agree as follows:
1)Defined terms:
a)“Release” means an Update and an Upgrade.
b)“Software” means the software products that are listed in Exhibit 1 and includes any
Update(s) or Upgrade(s) that have been provided to Organization. Third Party Software
is not included in the definition of Software except where this License Agreement
explicitly states otherwise.
c)“Update” means any published changes, additions or corrections to the Software
that primarily include a minor modification or enhancement to the Software related to
a bug fix, minor additional functionality or legislative changes. An Update is designated
by a change in the right-most digit in the version number (for example, a change from
X.1 to X.2).
d)“Upgrade” means a major overhaul of the Software which is a complete new published
version of the Software that modifies, revises or alters the Software and adds features,
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Dec. 13, 2022 Item #8 Page 6 of 21
functionality or enhancements to such Software. An Upgrade is designated by a change
in the number to the left of the decimal point in the version number (for example,
a change from 1.X to 2.X.
2) This Support and Maintenance Agreement is the exclusive statement of the entire support
and maintenance agreement between Harris and Organization.
3) Harris shall provide software support primarily via telephone and electronic mail in addition
to site visits only when necessary. The support services will be provided only during the
hours of operation as described in Exhibit 2 hereto and which are in effect as of the Start
Date (as defined below), as such services may, at Harris’s sole discretion, be modified from
time to time. To enable Harris to provide effective support, the Organization will work
with Harris to establish remote access procedures compatible with Harris’s then current
practices which may be revised over time.
4) This Support and Maintenance Agreement becomes effective from the date first written
above.
5) In consideration for the support services specified in Section 2, Organization shall pay the
“Support and Maintenance Fee” as detailed in Exhibit 1 below. The Support and Maintenance
Fee will be billed annually in advance beginning on the Start Date and thereafter on the
anniversary of the Start Date or on an alternative date mutually agreed to by both parties.
Harris may change the Support and Maintenance Fee from time to time in relation to each
renewal term, but Organization shall only be billed once per year.
6) If an onsite visit is necessary, a separate statement of work will be executed, pursuant to
agreement by both parties.
7) [Intentionally omitted]
8) Harris shall supply all Upgrades to Organization at no additional charge other than the
payment of the Support and Maintenance Fee. Upgrades may require additional services to
be performed by Harris outside of the scope of those services provided by Harris
including additional training not covered by any agreement(s) for the installation and
implementation of the Upgrade that will be subject to the Harris’s then-prevailing policies,
terms and Billable Fees related to pricing and hourly rates. All such services shall be
performed subject to a newly negotiated Scope of Work.
9) All Updates of the Software and all those services listed in Exhibit 2 which are included as
part of Organization’s Software support will be made available to Organization at no
additional charge other than the payment of the Support and Maintenance Fee.
10) All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs
or other governmental charges. Harris shall be responsible for paying all taxes, fees,
assessments and premiums of any kind payable on its employees and operations. Any tax
Harris may be required to collect or pay upon the sale, use or delivery of the support and
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maintenance services described in this Support and Maintenance Agreement shall be paid by
Organization and such sums shall be due and payable to Harris upon receipt of an invoice
therefore. Any taxes levied in relation to the services required for a Release shall be paid by
Organization. For the sake of clarity, all of the fees listed in this Support and Maintenance
Agreement are not inclusive of any applicable taxes.
11) The initial term of this Support and Maintenance Agreement shall be for three (3) years
beginning on the Start Date or as the initial term has been modified pursuant to Section 5.
with the option for one (1) three (3) year extension upon substantially similar
terms, as negotiated by both parties.. The termination of this Support and Maintenance
Agreement by Organization shall not affect the existing license agreement(s). Harris shall
neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and
Maintenance Agreement is terminated. Organization acknowledges that if this Support and
Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of
this Support and Maintenance Agreement including the right to future Releases.
12) Title to and ownership of all proprietary rights in the Releases and all related proprietary
information supplied by Harris in providing the services pursuant to this Support and
Maintenance Agreement shall at all times remain with Harris, and Organization shall acquire
no proprietary rights by virtue of this Support and Maintenance Agreement.
13) Harris shall have the right to terminate this Support and Maintenance Agreement
immediately if:
(a) Organization attempts to assign this Support and Maintenance Agreement or
any of its rights hereunder without complying with the license agreement
(Exhibit 3); or
(b) Organization has not paid an invoice within ninety (90) days of the start of
a renewal term. Organization will be provided an invoice by Harris prior to the
start of the renewal term.
14) Unless otherwise agreed to by the parties, all notices required hereunder shall be made
in accordance with the provisions of the license agreement (Exhibit 3).
15) 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.
16) The parties agree that the terms and conditions contained herein shall prevail
notwithstanding any variations on any orders, e-mails or other correspondence submitted by
Organization.
17) To the fullest extent permitted by law, Harris agrees to indemnify, defend (with
independent counsel approved by the Carlsbad Municipal Water District) and hold harmless
the Carlsbad Municipal Water District and the City of Carlsbad, and each of its officers,
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officials, employees and volunteers (each, an “Indemnified Party”) from and against all claims,
damages, losses and expenses including attorneys’ fees arising out of the performance of the
work described herein caused by any willful misconduct or negligent act or omission of Harris,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose
acts any of them may be liable. The acceptance of approval of Harris’ work by an Indemnified
Party shall not relieve or reduce Harris’s indemnification obligation. Harris shall pay and
satisfy any judgment, award or decree that may be rendered against Carlsbad Municipal Water
District, or the City of Carlsbad, and each of its officials, officers, agents, employees or
representatives. The provisions of this section will survive the completion of the work under
this Agreement or the termination of this Agreement and are not limited by the provisions
relating to insurance.
18) (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 Harris recognize that circumstances may arise entitling the
Organization to damages for breach or other fault on the part of Harris arising
from this Support and Maintenance Agreement. The parties agree that in all such
circumstances the Organization’s remedies and Harris’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.
(c) FOR BREACH OR DEFAULT BY HARRIS 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,
THE ORGANIZATION’S EXCLUSIVE REMEDY, IN ADDITION TO
ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED FROM
THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE
AGREEMENT, SHALL BE PAYMENT BY HARRIS OF THE
ORGANIZATION’S DIRECT DAMAGES TO A MAXIMUM AMOUNT
EQUAL TO, AND HARRIS SHALL IN NO EVENT BE LIABLE IN EXCESS
OF, THE AMOUNT OF FEES ACTUALLY PAID BY THE ORGANIZATION
TO HARRIS UNDER THIS SUPPORT AND MAINTENANCE
AGREEMENT DURING THE THEN-CURRENT TERM (NOT TO
EXCEED 12 MONTHS) OF THE SUPPORT AND MAINTENANCE
AGREEMENT UP TO AND INCLUDING THE DATE OF TERMINATION.
(d) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL HARRIS
BE LIABLE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY
THEREOF. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, HARRIS SHALL NOT BE LIABLE FOR LOST PROFITS,
LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED
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SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND,
OR FOR ANY CLAIM WHATSOEVER AGAINST THE ORGANIZATION
BY ANY OTHER PARTY.
(e) 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, RESCISSION OF CONTRACT, OR TORT.
19) 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.
20) 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 Harris arising out of or in connection with this Support and
Maintenance Agreement, notwithstanding any remedy otherwise available at law or in
equity.
21) This Agreement shall be governed by the laws of the State of California without regard
to conflicts of laws rules and any dispute between the parties must be brought in a federal
court in San Diego County, California; provided, however, that if subject matter jurisdiction
is improper in said federal court, it shall be had in the state courts in San Diego County,
California. The United Nations Convention on Contracts for the International Sale of Goods
(UNCCISG) does not apply to this Agreement.
22) 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 relevant license agreement.
23) This Support and Maintenance Agreement shall be binding upon the successors and
assigns of the parties and ensure to the benefit of the successors and permitted assigns of
the parties.
24) 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 modified to the extent necessary in order to render such provision
valid and enforceable; if such provision may not be so saved, it shall be severed and
the remainder of this Agreement shall remain in full force and effect. .
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25) This Support and Maintenance Agreement may be executed in counterparts (whether
by facsimile signature or in PDF format via e-mail or otherwise), each of which when so
executed shall constitute an original and all of which together shall constitute one and the
same agreement.
26) Insurance. Harris will obtain and maintain for the duration of the Agreement and any
and all amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Harris or Harris’
agents, representatives, employees or subcontractors. The insurance will be obtained from
an insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer on the State of California’s List of Approved Surplus Line
Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR
an alien non-admitted insurer listed by the National Association of Insurance Commissioners
(NAIC) latest quarterly listings report.
(a) Coverages and Limits. Harris will maintain the types of coverages and minimum
limits indicated below, unless the Organization Risk Manager or Executive Manager
approves a lower amount. These minimum amounts of coverage will not constitute
any limitations or cap on Harris’ indemnification obligations under this Agreement.
Organization, its officers, agents and employees make no representation that the
limits of the insurance specified to be carried by Harris pursuant to this Agreement
are adequate to protect Harris. If Harris believes that any required insurance coverage
is inadequate, Harris will obtain such additional insurance coverage, as Harris deems
adequate, at Harris’ sole expense. The full limits available to the named insured shall
also be available and applicable to Organization as an additional insured.
(1) Commercial General Liability (CGL) Insurance. Insurance written on an
“occurrence” basis, including personal & advertising injury, with limits no less
than $2,000,000 per occurrence. If a general aggregate limit applies, either the
general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability (if the use of an automobile is involved for Harris’ work for
Organization). $2,000,000 combined single-limit per accident for bodily injury
and property damage.
(3) Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not
be required if Harris has no employees and provides, to Organization satisfaction,
a declaration stating this.
(4) Professional Liability. Errors and omissions liability appropriate to Harris’
profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the
work.
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(b) Additional Provisions. Harris will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
(1) Organization will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to Organization.
(2) Harris will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
(3) This insurance will be in force during the life of the Agreement and any
extensions of it and Harris will endeavor to provide thirty (30) days prior written
notice to Organization sent by certified mail pursuant to the Notice provisions of
this Agreement.
(c) Providing Certificates of Insurance and Endorsements. Prior to Organization’s
execution of this Agreement, Harris will furnish certificates of insurance and
endorsements to Organization.
(d) Failure to Maintain Coverage. If Harris fails to maintain any of these insurance
coverages, then Organization will have the option to declare Harris in breach of this
Agreement.
27) Organization will obtain and maintain a City of Carlsbad Business License for the term
of the Support and Maintenance Agreement, as may be amended from time-to-time.
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IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance
Agreement to be e ffective as of the date first written above.
ORGANIZATION
(sign here)
CAR BA MUNICIPAL WATER DISTRICT, a Public
Ag ncy o anized under the Municipal Water
A 19 1, and a Subsidiary District of the City
of Carlsb d
By:
Jerry Rahon VP, sal es & Marketing
(print name/title)
(sign here)
Todd Ri chardson CFO
(print name/title)
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By: bt!M. f\"tmrA.
Deputy General Counsel
Dec. 13,2022
ATTEST:
r Faviola Medina
Secretary
Item #8 Page 13 of 21
Exhibit 1
Annual Support and Maintenance Fee
City of Carlsbad YEAR 1 YEAR 2 YEAR 3
Jan 01 to Dec 31 2023 2024 2025
30 Client Licenses 3,855.01$ 4,009.21$ 4,169.58$
NorthStar V5.2/6.4, CARe & Test Server Support 59,872.39$ 62,267.29$ 64,757.98$
mCARE Support 13,173.31$ 13,700.24$ 14,248.25$
NorthStar REST API 5,849.29$ 6,083.26$ 6,326.60$
Customer Connect 15,854.68$ 16,488.86$ 17,148.42$
Total 98,604.68$ 102,548.86$ 106,650.82$
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Dec. 13, 2022 Item #8 Page 14 of 21
Exhibit 2
NORTHSTAR SOFTWARE SUPPORT AGREEMENT
STANDARD GUIDELINES
NORTHSTAR TEAM SUPPORT ACCESS 24/7
The NorthStar Team Support Customer HUB allows our customers to:
o Open new tickets
o View open/closed tickets for your organization
o Post Screen Recordings and Video Recordings to tickets
o View Knowledge Base Articles
o View Product Information
o Report on Ticket Metrics
o Find out the latest NorthStar News; Events; Product Releases
SOFTWARE FOR LIFE
o Support on existing applications for life
Products reach the end of their product life cycle for a number of reasons.
These reasons include market demands, technology innovation and
development driving changes, or the products simply mature over time and are
replaced by functionally richer technology. If NorthStar determines a product to
be end of support we will ensure the existing product software license grants
access to new platforms within the same product class.
o Cost effective upgrade solutions
SCHEDULED ASSISTANCE FOR UPDATES DURING REGULAR BUSINESS HOURS
o Additional charges apply outside of regular business hours.
o Charges may apply depending on scope of work.
TECHNICAL TROUBLESHOOTING & ISSUE RESOLUTION
STANDARD SOFTWARE RELEASES AND UPDATES
o Defect corrections
o Planned enhancements
o Payroll regulated changes (additional charges may apply)
o Participation in BETA program
o Release notes
o State, Province and/or Federal mandated changes (additional charges apply)
CUSTOMER CARE PROGRAM
o Technical Support Bulletins
o Communication on new products and services
o Dedicated Customer Support Account Lead as first point of contact as required
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Dec. 13, 2022 Item #8 Page 15 of 21
OTHER
o Participation in Regional User Group Meetings
o Participation in NorthStar Webinars
o Opportunity to take part in validation and focus groups
o Opportunity to take part in Harris Annual Customer Conference
NORTHSTAR TICKET PRIORITIES:
In an effort to assign our resources to incoming tickets as effectively as possible, NorthStar has identified
four types of ticket priorities P0, P1, P2 and P3.
PRIORITY 0 - PRODUCTION DOWN
Deemed by NorthStar Team to be Extremely High Priority (Production Only)
Production Down
Complete loss of service
PRIORITY 1 - BUSINESS CRITICAL
Deemed by NorthStar Team to be of high priority as NO workaround exists
Performance issue impacting critical processes
No workaround exists
Examples: Inability to create bills
PRIORITY 2 - MEDIUM TO HIGH BUSINESS IMPACT
Deemed by NorthStar Team to be important; however, workarounds are available
State of Degraded Performance
Workaround exists.
Examples: usability issues; non-critical performance issue; calculation issues
PRIORITY 3 - MINIMAL BUSINESS IMPACT/REQUESTS
Deemed by NorthStar Team to be more general/cosmetic in nature OR Scheduled
Minimal Business Impact
General Product Issues/Questions/Aesthetic Issues/Formatting Issues/Questions on Documentation
Enhancement Requests/Requests for Statement of Work/To be Scheduled items
**NorthStar reserves the right to reclassify the priority level at any time if we reasonably believe the
classification is incorrect. **
THIRD PARTY SUPPORT
Standard Third Party Support and Maintenance Services
For those clients with maintenance on 3rd party products, NorthStar will provide support as described
below. NorthStar provides 1st line support for all 3rd party products listed below and will escalate to the
vendor if required. Please note that 3rd party installations & preventative maintenance services are not
included as part of your maintenance unless otherwise indicated below.
Microsoft SQL Server*
-Initial SQL Server installation & configuration
-Establish database connections to NorthStar database
-Limited troubleshooting and/or repair of database related issues
4Js (3rd Party graphical user interface (GUI) software)
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-Entitlement to new GUI software releases
-Installation and configuration for test and live NorthStar environments
-Limited troubleshooting and/or repair of database related issues
BitStew (As part of the Customer Connect web portal)
-Installation & configuration for test and live Customer Connect environments
Cognos (as part of the Reports Anywhere reporting solutions)
-Initial installation & configuration of Cognos for use with Reports Anywhere
-Set up of Cognos license/establishment of connections with the NorthStar software
-Limited assistance in utilizing embedded report writer functionality.
-Updates to Cognos data model which reflect changes in NorthStar database schema due to
upgrades.
-Limited assistance in locating information within the Cognos data model
-Assistance with existing reports
*NorthStar recommends Microsoft SQL Server and supports Microsoft supported versions of the SQL
database. Those versions of SQL Server that are no longer supported by Microsoft should no longer be
considered supported by NorthStar.
BILLABLE 3RD PARTY SERVICES
Upgrades and installations (other than at time of initial purchase)
Cognos upgrades & installations (other than at time of initial purchase)
Report Writer training, creation and modification of reports.
NORTHSTAR BILLABLE SUPPORT SERVICES
Out of Scope of Annual Support and Maintenance Agreement
This list is not exhaustive and serves as a representation of what our team can offer as a billable service.
Training
Project Management
Form Creation/Redesign
Handheld interface of new interface; setups & changes
Setup of new services or changes to services (PAP, ACH, etc)
File imports/exports – Interfaces to other applications
Refresh 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 (unless specifically included as a line item on
your support contract).
Extended Hardware & Operating System Support
Upgrades and Support of third party software
Installations/re-installations (workstations, servers)
Creation of Test Databases/Environments
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**Modifications to data in the NorthStar database via non-sanctioned NorthStar solutions or partner
solutions are strictly prohibited and not supported**
TEST DATABASES & ENVIRONMENTS
NorthStar recommends that all customers maintain an independent Test Environment 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.
RATES
Rates are subject to change on an annual basis. Quotations will be provided for all billable services.
RESPONSE TIME
Response times will vary and are dependent on the priority of the call. We do our best to ensure that
we deal with incoming cases in the order that they are received; however, cases will be escalated based
on the urgency of the issue reported.
Our response times are as follows:
Priority 0 Response within 2 business hours
Priority 1 Response within 4 business hours
Priority 2 Response within 8 business hours
Priority 3 Response within 24 hours
HELP DESK HOURS
Our standard hours of support are from 8:00 am ET to 8:00 pm ET Monday through Friday excluding
designated statutory holidays.
Support is available outside of regular business hours and is billable on an hourly basis (minimum
number of hours will apply).
Weekend assistance is available and must be scheduled in advance (and is billable on an hourly basis
with a minimum number of hours that apply).
HOLIDAY SCHEDULE
Below is a listing of Canadian and US Statutory Holidays. Please note that NorthStar Support Services
will be closed on designated days as outlined below. Support will be available on all Canadian Holidays
when there is no US corresponding statutory holiday.
New Year’s Eve Early Closure
New Year’s Day Closed
Labor Day Closed
Christmas Eve Early Closure
Christmas Day Closed
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Boxing Day Early Closure
HOW TO CONTACT US:
Existing customers can login to our Customer Hub at:
https://northstarutilitiessolutions.na2.teamsupport.com/login/user
CONTACT INFORMATION FOR ESCALATED ISSUES
Dawn Ivanochko
Director, Support Services
1-888-847-7747 X2032
DIvanochko@harriscomputer.com
Diane Vieson
Manager, Support Services
1-888-847-7747 X2012
DVieson@harriscomputer.com
Jackie Hunter
Manager, Support Services
1-888-847-7747 X2038
JHunter2@harriscomputer.com
Karen McKernan
Vice President, Support Services
1-888-847-7747 X2744
KMcKernan@harriscomputer.com
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Exhibit 3
License Terms and Agreement
1. Grant of Licenses
(a) Subject to the terms and conditions herein, Harris hereby grants to Organization a
personal, non-exclusive, non-transferable and limited right and license to use the Software
in object code format on the NorthStar CIS computer system (the “License”) in
consideration for the payment of the License fees. All Releases installed by Organization
are subject to this License. This License and the other terms and conditions related to this
License do not apply to Third Party Software.
(b) Organization may duplicate Documentation, at no additional charge, for Organization’s
permitted uses so long as all required proprietary markings are retained on all duplicated
copies.
(c) As between Harris and Organization, Harris reserves all rights, title and interest in and to
the Software not expressly granted herein and the License specifically excludes all such
reserved rights, title and interest.
(d) Any Software furnished by Harris in machine-readable form may be copied in whole or in
part by Organization for use on the Designated Computer System, access to which by
Users can be from any computer terminal, whether internal to or external to
Organization‘s facility incorporating the Designated Computer System. To the extent that
any temporary files associated with the Software are created during such use on terminals
those temporary files are permitted under this License but only for such time that the
temporary files are actually required. Organization agrees that the original copy of all
Software furnished by Harris and all copies thereof made by Organization are and at all
times remain the sole property of Harris, as Harris Software is licensed, not sold.
(e) Any License granted under this agreement permits Organization to: (i) use the Software
for its utility billing and related purposes including, but not limited to, performing testing,
disaster recovery, disaster testing, training, archival and backup as Organization deems
necessary, and (ii) use, copy and modify the Documentation for the purpose of creating
and using training materials relating to the Software. Access to and use of the Software
by independent contractors of Organization shall be considered authorized use under this
Section so long as any such independent contractors are bound by obligations of
confidentiality and have been approved by Harris in advance of the independent
contractors’ access to the Software. Organization shall be responsible for (i) all of the
actions of and (ii) any misuse of the Software by any independent contractor.
(f) Software is licensed for use by the current number of NorthStar CIS users and on the
current operations of Organization. Any change in the number of users of NorthStar CIS
or a material increase in the Organization’s business, such as through acquisition of
another utility, would require additional licensing.
(g) Organization may purchase additional Software Licenses at the time such Licenses
become necessary at Harris’s then current prices and terms.
2. Term of License
See Paragraph 3 of the Agreement
3. Restrictions on Use
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(a) Organization shall not, and will not allow, direct or authorize (directly or indirectly) any
other party to: (i) use the Software for any purpose other than in connection with
Organization’s primary business or operations; (ii) disassemble, de-compile, reverse
engineer, defeat license encryption mechanisms, or translate any part of the Software, or
otherwise attempt to reconstruct or discover the source code of the Software except and
only to the extent that applicable law expressly permits, despite this limitation; (iii)
modify or create derivate works of the Software; (iv) rent, lease, lend, license, sell or use
the Software for timesharing or bureau use or to publish or host the Software for others to
use; or (v) take any actions that would cause the Software to become subject to any open
source or quasi-open source license agreement. Organization shall be wholly liable to
Harris for any misuse of the Software and these restrictions are absolute except as and
only to the extent that this agreement may expressly permit Organization to do otherwise
(b) The Software and related materials supplied by Harris are protected by copyright and
trademark laws. The Software is licensed and may not be resold by Organization. Any
rights not expressly granted herein are reserved. Organization may not obscure, remove
or otherwise alter any copyright, trademark or other proprietary notices from the Software
and related materials supplied by Harris. Harris acknowledges and agrees that
Organization is a public agency and is subject to the California Public Records Act and
the Civil Discovery Act (collectively the “Acts”), and that all information and documents
related to the award and performance of the Agreement are subject to the disclosure of
these Acts.
4. Ownership of Software and Confidential Information
(a) Organization acknowledges that the Software contains proprietary information and
Confidential Information of Harris which shall, at all times, remain the property of Harris.
(b)Organization will take the same care to safeguard the Software as it takes to safeguard its
own Confidential Information of a like nature and such care shall not be any less than
would be taken by a reasonable person to safeguard its own confidential information.
(c) In order to assist Harris with the protection of its proprietary information and Confidential
Information and to enable Harris to ensure that Organization is complying with its
obligations, Organization shall permit Harris to arrange with five (5) business days’
notice to visit during normal business hours, and subject to any applicable public health
orders, any premises at which the Software is used or installed and shall provide Harris
with escorted access to its Software. Harris shall provide Organization with reasonable
notice of any such audit.
5. Ownership and Disposition of Documents
(a) All materials and documents which were developed or prepared by Harris for general use
and which are not the copyright of any other party or publicly available, including
educational materials, the Software and any other computer applications, shall continue to
be the property of Harris. The parties agree that no materials or documents are being
created for Organization by Harris under this agreement as of the effective date.
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