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HomeMy WebLinkAboutHansen Information Technologies; 2006-12-06; PWENG759AMENDMENT NO. 3 TO AGREEMENT FOR SERVICE AND MAINTENANCE AGREEMENT (HANSEN INFORMATION TECHNOLOGIES -AN INFOR COMPANY) is Amendment No. 3 is entered into and effective as of the g tL day of 201.Q._, amending the agreement dated December 6, 2006 (the "Agreem t") by nd between the City of Carlsbad, a municipal corporation, ("City"), and Hansen Information Technologies, a California corporation, ("Contractor") (collectively, the "Parties") for additional professional services and fees. RECITALS A On May 17, 2007, the Parties executed Amendment No.1 to the Agreement to incorporate additional services and fees for the upgrade from Hansen 7 to Hansen 8; and B. On December 14, 2007, the Parties executed Amendment No. 2 to the Agreement to incorporate additional services and fees to convert additional maintenance departments to the Hansen 8 system; and C. The Parties desire to alter the Agreement's scope of work to add additional services for administrator training for the Hansen 8 system; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed four thousand two hundred dollars ($4,200). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by December 31, 2010. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by-Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CITY OF CARLSBAD, a municipal corporation of the State of California By: -0-r City anager Qf-Mayt:,r ATTEST: (e-mail address) **By: (sign here) (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:J'LQA .CX? Deputy City Attorrby City Attorney Approved Version #05.22.01 2 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. (e-mail address) (sign here) l>a,d S-/e,~w Secmf'f,.-1- (print name/titf~) · bra£, rfe rM@--:4'o1, com (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of Califor a By: ATTEST: RRAINE M. WOOD ity Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President ,.,.Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:. ____________ _ Deputy City Attorney City Attorney Approved Version #05.22.01 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Hansen Information Technologies -an lnfor company will provide two (2) days of Hansen 8.x System Administration and Customization training at the City of Carlsbad's Faraday Center. The training will include the following topics: • How to create custom dashboards using the dashboard editor • How to setup and use batch manager • How to set up templates for mail merges/use the communications engine • How to create workflows • How to set up and use milestones lnfor Responsibilities • Provide two contiguous days of training for 12 or less people who have Hansen 8.x administration experience during normal working hours (M-F, 8am-5pm) • Prepare an agenda before the training session • Send a qualified trainer to Carlsbad to conduct the training in one visit Carlsbad Responsibilities • Provide a training facility with adequate computers and Hansen 8 licenses and accounts for the instructor and the students • Review the agenda and provide feedback in advance of the training, to ensure that the desired topics will be covered • Schedule the training and communicate with the attendees about the class • Make copies of any standard documentation and /or training materials that are provided by lnfor for this training · Service Fees* Hansen 8.x Administrator Training -Two Days $1,500 per day $3,000 Estimated Expenses (actual expenses to be invoiced) $1,200 Total $4,200 *Services and Expenses to be billed as incurred City Attorney Approved Version # 05.22.01 3 I, · d /l AMENDMENT NO. 2 TO AGREEMENT FOR ~ I /) I '1 ii u SERVICE AND MAINTENANCE AGREEMENT .,,J (HANSEN INFORMATION TECHNOLOGIES, INC. • AN INFOR COMPANY) Tpjs Am~ndment No. 2 is entered into and effective as of the I~ day of ---~'---'-'----'----' 2001_, amending the agreement dated December 6, 2006 (the "Agreement'') by and between the City of Carlsbad, a municipal corporation, ("City"), and Hansen Information Technologies, Inc., ("Contractor'') (collectively, the "Parties") for additional professional services and fees. RECITALS A. On May 17, 2007, the Parties executed Amendment No. 1 to the Agreement to incorporate additional services and fees: and B. Amendment No. 1 to the Agreement erroneously referred to the effective date of the Agreement as November 28, 2006 when, in fact, the Agreement was ratified by the City and effective as of December 6, 2006; and C. The Parties desire to alter the Agreement's scope of work to add additional services; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed eighteen thousand dollars ($18,00Q). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill e,/4 c ,h27S C Se;-// C;, S 1 /ir a;Ja7c>;/SedJz/ Pn &~ City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR HANSEN INFORMATION TECHNOLOGIES, INC. -INFOR COMPANY (e-mail address **By: ~'-,,,..,._/_ Associate General Counsel + ~.,, Sece.e--r:A-1! if (print name/title) flff. ov,~~N&, llPH (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By. ,~Qt eputy City Attoy City Attorney Approved Version #05.22.01 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE 1. Contractor will provide conversion of work orders and parts information from City's existing work order system (AMS) to Hansen Work Order System. 2. Contractor will perform system configuration as necessary. 3. Contractor will create reports to be used by City staff with the Hansen system. 4. Contractor will perform other work as directed by City to ensure proper transition to Hansen Work Order System. 5. Fees for service shall be as outlined below: $1,500 Da Not-to-Exceed 12 Da s City Attorney Approved Version # 05.22.01 3 AMENDMENT NO . .l_TO AGREEMENT FOR SERVICE AND MAINTENANCE AGREEMENT . (HANSEN® INFORMATION TECHNOLOGIES, INC.) This Amendment No. 1 is entered into and effective as of the JL day of l/h~ , 2007, amending the agreement dated November 28, 2006, (the "Agreement") by and betw~ the City of Carlsbad, a municipal corporation, ("City"), and Hansen® Information Technologies, Inc. ("Contractor") (collectively, the "Parties") for additional professional services and fees, Software Licenses, and Service and Maintenance fees. RECITALS A. On November 28, 2006, the Parties executed an agreement to upgrade existing Hansen 7 software to Hansen 8 which included additional professional services and software for Assets (Parks, Sewer, Storm, Street and Water), Work Management, CRM (Customer Service), and WM & CRM add-ons (Inventory Control), Client Access Licenses and Geo Administrator seats in addition to annual software maintenance support fees described in Exhibit "B." B. The Parties desire to alter the Agreement's scope of work to incorporate additional services and fees in the amount of One Hundred Eight Thousand Four Hundred Dollars ($108,400.00), described in Exhibit "A". NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide service and maintenance for the software described in Exhibit "A". 2. The Parties desire to alter the Agreement's scope of work to incorporate the purchase of additional software, professional services and fees and annual software service and maintenance for the additional software licenses described in Exhibit "A"; 3. City will pay Contractor Professional fees described in Exhibit "A" in the amount of One Hundred Eight Thousand Four Hundred Dollars ($108,400.00). 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force apd effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of the Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment CONTRACTOR: HANSEN INFORMATION TECHNOLOGIES a corporation of the State of California *By:~> (Sign here) Mark Watts/President (Print name/ti tie) mark. ,vatts(a)hansen.com (E-mail address) :~;~=,;/:~ (Sign here) Scott Wright/Chief Financial Officer (Print name/title) scott. wright@hansen.com (E-mail address) **Date: _71_/!_"1_1_/4_~_:J-___ _ If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:~h~ Deputy CityAttey EXHIBIT "A" City of Carlsbad, CA Hansen 8 for SQL Server/Windows NT Prepared for: Stephanie Harrison Population Served: 90,000 Catalog# PROFESSIONAL SERVICES & FEES Unit Price Per Day (unless noted) NOTES Project Manager Business Analyst Project Manager (Development, Review, and Documentation) Data Analysis (Part Inventory) Data Conversion (Part Inventory) Activity Work Flows Custom Report Development (four reports) Training Out of Pock Expenses 1 PROFESSIONAL SERVICES & FEES TOTAL TOTAL IMPLEMENTATION COSTS /?'Z~nz_~ Hansen Authorized Signature2 $1,500 $1,500 $1,500 $1,200 $1,500 $1,500 $1,500 $1,500 Revised March 7, 2007: Price Quote by Craig Sanders 1 Expenses are estimated. Actual amount(s) to be billed as incvrred. 17 8 6 2 5 15 8 5 $25,500 $12,000 $9,000 $2,400 $7,500 $22,500 $12,000 $7,500 $10,000 $108,400 $ 1oa.4oo 1 2Unless accompanied by an authorized signature above, this quote is for budgetary purposes only. Prices do NOT included applicable taxes. If signed, this quotation is valid for 90 days. 1 HANSEN® MASTER AGREEMENT GENERAL TERMS AND CONDITIONS 1. USE GRANT FOR LICENSED PROGRAMS; These General Terms and Conditions govern the license of certain Licensed Programs to Customer by Hansen® and, if applicable, the provision of certain Services to Customer by Hansen®. These General Terms and Conditions may be supplemented by one or more separate documents that shall be made a part of this Agreement, Including: a) Exhibit "A" -Price Quote b) Exhibit "Bn -license Use and Service & Maintenance Agreement ·("SMA"). c) Exhibit "C" -Statement of Work d) Exhibit "D" -Escrow Agreement However, in the event of any conflict between these General Terms and Conditions and any Exhibits or documents attached hereto, the General Terms and Conditions shall control. 2. Definitions 2.1 Agreement means this Agreement, together with all appendices, exhibits, schedules, attachments, and addenda as the same may be amended, modified or supplemented. 2.2 Authorized Users means that number of either Named Users or Concurrent Users that have been licensed to use the Licensed Program in accordance with the General Terms and Conditions and the Exhibits attached hereto, Exhibit "A" shall specify whether the license is on a Named User or Concurrent User basis. 2.3 Concurrent Users means the maximum number of employees of Customer that are authorized to access the Licensed Programs at a single given time. 2.4 Customer means the specific entity designated herein as the customer in the signature block below. 2.5 Documentation means all materials supplied by Hansen, whether in printed or online form or on magnetic tape or other media, that explain or facilitate the use of the Licensed Programs, which may include, without limitation, users' manuals, standard operational manuals or instructions, training materials, flow charts, logic diagrams, system manuals, programming manuals and modification manuals. 2.6 Intellectual Property Rights means any and all (by whatever name or 1erm known or designated} tangible and intangible and now known or hereafter ax.isling throughout the universe (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, design rights, and other Industrial property rights, (e) all registrations, applications (including continuations, continuations-in-part, and divisions thereof), renewals, extensions, reissues and re- examinations thereof now or hereafter in force (including all rights in any of the foregoing), and (f) all other intellectual and industrial property rights (of every kind and nature and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, llcense, or olherwise. 2.7 Licensed Programs means the software in object code form only that is specifically listed in Exhibit "A" hereto ("Price Quote") that Hansen licenses pursuant to this Agreement, together with any updates thereto supplied by Hansen, and any associated system and end• user Documentation supplied by Hansen. 2.8 Named User means a specific named employee of Customer that is assigned a unique log in identification and unique password to access the Licensed Programs. 2.9 Party means Customer and Hansen. References to "each Party" include Customer and Hansen. References to the ~other Party," means, as to Customer, Hansen, and as to Hansen, such references mean Customer. 2.10 Price Quote means the listing of Hansen products, services and associated prices to be provided .under this Agreement, attached to this Agreement as Exhibit "A0• 2.11 Services shall mean, as applicable, support Services, maintenance Services, additional Services, and/or any other Services provided by Hansen under this Agreement. 2.12 Source Code means a collection of statements of which software programs are comprised, whether in written form or in magnetic or other machine- readable form, and characterized by the fact that it is intelligible in written form. 2.13 Source Materials shall mean a computer program's source code; printed copies (listings) of the source code; all related written materials, comments, and documentation; database schemas, and any and all other materials used by Hansen in the development, maintenance, and support of the products. 2.14 Trade Secret shall mean a formula, pattern, physical device, idea, compilation of Information or information that i) provides a business with a competitive advantage, and ii) is treated in a way that can reasonably be expected to prevent the public or competitors from learning about it, absent improper Hansen Master Agreement Cansbad Contract #US-C06003dj Version 06-01 ·06 Hansen Page 1 of8 Initial, ____ _ acquisition or theft. 2.15 Work Product means any resulting software (including all functional and technical designs, programs, modules, code, interfaces, algorithms, flowcharts, diagrams, documentation and the like) or any modifications or changes to the Licensed Programs and related materials created by Hansen after the effective date of this Agreement and in furtherance of the Statement of Work as set forth in Exhibit •c•. 3 Payment 3.1 General. Fees for the Licensed Programs, Services fee(s) and all other amounts to be paid by Customer are set forth in separate documents and attached hereto as Exhibits. Pricing for licenses, Services, maintenance, and SMA acquired outside of the United States shall be in U. S. dollars, unless otherwise specified. References to dollars in this Agreement shall refer to U.S. dollars. Payment terms are net 30 days from receipt of invoice. 3.1.1 Past-Due Amounts. Any amount outstanding for more than forty-five (45) days after the date of invoice shall constitute a material breach on the part of Customer. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear Interest at the rate of one and one-half (1.5) percent, or the maximum rate allowed by law, whichever rate is less, per month or fraction thereof until paid. Hansen will separately invoice for Licensed Programs, professional Services, SMA, and hardware. 3.1.2 Taxes. Service fees are exclusive of any Taxes imposed on Service fees. Customer will be responsible for timely payment of any Taxes imposed on Service fees at the same time it pays the Service fees. 3.2 Terms. Unless otherwise noted on Exhibit "A" attached hereto, the following payment terms will apply: 3.2.1 Licensed Programs. Fees for the Licensed Programs for the full amount Indicated on Exhibit "A" hereto shall be Invoiced upon execution of this Agreement. 3.2.2 Professional Services. Fees for professional Servicea shall be Invoiced monthly as Incurred. If there is a change in scope initiated by Customer and additional days of Services are needed over and above the fees provided in Exhibit •A", a change order signed by both parties will be required. Any professional Services provided In excess of the days stated in Exhibit "A" due to a change of scope initiated by Customer and following the issuance of a change order signed by both parties will be charged at the unit price stated in Exhibit "A". Except as otherwise set forth in this Agreement, fees quoted for Services do not include and Customer shall reimburse Hansen ror Its reasonable cost of travel (air and cab tare, lodging, auto rental or local mileage, standard per diem, etc.) and out-of-pocket costs for photocopying, overnight courier, long-distance telephone and the like, which shall be invoiced at cost. Services outside the scope of those described above may be provided on a time and materials basis, flat fee basis, or may require on site work at a negotiated price. 3.2.3 Service and Maintenance Agreement {"SMA") · Fees. Customer shall pay an annual SMA fee to Hansen as provided in Exhibit •A" hereto. The initial SMA fee shall be invoiced upon the earlier of; I) completion of all testing of the Licensed Program; or ii) the Licensed Program being placed in production. The annual SMA fee is payable in advance .and shall remain the same as the previous year unless Customer is provided written notice of price change ninety (90) days prior to the expiration of the then-current term. Annual increases shall not exceed standard CPI from the current year fees for SMA. The annual fee will increase if Customer purchases additional licensed Programs. Fees tor SMA on new licenses acquired shall be applied at the same rate. If the price change is unacceptable to Customer, the Agreement will not renew if Customer so informs Hansen in writing no later than thirty (30) days prior to the end of the then- current term for SMA. 3.2.4 Hardware. Fees for Hardware (if any) pursuant to Exhibit •A" hereto shall be invoiced upon execution of this Agreement. 3.2.5 Negotiated Purchases. Purchases that have negotiated payment terms and conditions, including those that are based upon payment milestones, shall be listed on Exhibit "A" attached hereto and mutually agreed by both parties. 4. Use of Licensed Programs 4.1 Internal Use. Customer shall have a non-exclusive, non-transferable license to use the Licensed Programs as more specifically described in Exhibit "A" hereto, only for the number of Authorized Users specified in Exhibit "A" hereto, and subject to the restrictions of this Section 4. Customer's right to use the Licensed Programs, and use of the Documentation in connection therewith, is restricted to Internal installation and use of the Licensed Programs In accordance with the applicable product-specific software license and use restrictions set forth in the Exhibits attached hereto and only for Customer's internal data processing requirements. Customer shall not sell, sublicense, rent, lease, or otherwise transfer the Licensed Programs, or make the Licensed Programs available in any form, to any third party, except as permitted herein. 4.2 Reverse Engineering. Customer shall not modify the Licensed Programs. Customer shall not cause, and shall not permit, the reverse engineering, disassembly, decompilation, translation or adaptation of the Licensed Programs, except to the extent expressly authorized by applicable law notwithstanding this limitation. Customers shall use best efforts to prevent its employees and contractors from violating this provision. Hansen shall own all, rights in any copy, translation, modification, adaptation, or derivative work of the Licensed Programs, including the Documentation and Source Materials, and Customer hereby assigns all rights to them (including moral rights) to Hansen. Hansen Master Agreement Version 06-01-06 Carlsbad Page 2 OF B Initial ___ _ Contract #US-C06003dj 4.3 Source Code. This license does not entitle Customer to any Source Code, Source Materials or other confidential information that Hansen elects to withhold. Upon request of Customer, Hansen may enter into a Source Code escrow agreement under terms and conditions acceptable to Hansen, provided the cost of the Source Code escrow is paid by the Customer. 4.4 Reservation of Rights. Hansen reserves all rights not expressly granted to Customer in this Agreement, including without limitation all Intellectual Property Rights. 4.5 Passwords. Customer shall be responsible for managing the assignment of passwords and login ids assigned for access to the Licensed Programs and for ensuring that such passwords and log In IDs are maintained as confidentlal and are only used by the individual person to whom they are provided and are not disclosed, shared or distributed to other persons or entities to enable them to obtain access to the Licensed Programs. 5. Copying 5.1 Customer may make that number of copies of the object code version of the Licensed Programs that is reasonably necessary for disaster recovery, archiving, and backup ("Backup Coples"}, provided such Backup Copies are only used for purposes of disaster recovery, archiving and backup and for no other purpose. Such Backup Copies are subject to the restrictions set forth in Section 4 herein. 5.2 Except otherwise provided in the applicable product- specific software license and use restrictions set forth in the Exhibits attached hereto, no more than two (2) copies of the Documentation may be made without the prior written approval of Hansen. 5.3 Customer shall ensure that any notice of copyright, trademark, or other proprietary rights notice placed by Hansen on the Licensed Programs or Documentation remain in evidence and are reproduced on any copies of the Licensed Programs and Documentation made by Customer. 6. Intellectual Property Rights 6.1 Customer agrees that Hansen exclusively owns all right, title and interest, Including all Intellectual Property Rights, in and to the Licensed Programs, Documentation, Source Code, Source Materials and Work Product. Customer shall not obtain any rights or title to any Intellectual Property Rights In the same except for the limited non-exclusive, non-transferable licenses granted in this Agreement. The Parties specifically acknowledge that the Work Product is not a "work made for hire" under the U.S. Copyright Law.The Parties further agree that the Work Product shall be deemed to be and become a part of the Licensed Programs for all purposAs under this Agreement. 6.2 If an action brought against Customer claiming that the Licensed Programs infringe any valid United States patent, or worldwide copyright or trade secret rights of a third party, Hansen shall defend Customer and shall pay the damages and costs finally awarded against Customer, or settlements entered into by Hansen on Customer's behalf, in the action, subject to Section 6.3, but only if (a) Customer notifies Hansen promptly and In writing upon learning that the claim might be asserted, (b) Hansen has sole control over the defense of the claim and any negotiation for its settlement or compromise, (c) Customer takes no action in defense of the claim, and (d) Customer cooperates and assists in the defense or settlement of the claim, as reasonably requested by Hansen, provided that any failure of Customer to meet the foregoing obligations shall only excuse Hansen to the extent that such failure impacts Hansen's ability to defend against such action. 6.3 If Customer's use of the Licensed Programs is enjoined by a court of competent jurisdiction, or if Hansen wishes to minimize its liability hereunder, Hansen may, at its option and expense, either (a} substitute a substantially equivalent non-infringing item so that it no longer infringes but remains functionally equivalent, or (b) obtain for Customer the right to continue using such item. II none of the foregoing is commercially practicable, Hansen will accept a return of the Licensed Programs which are subject to the injunction and refund to Customer the license fee applicable thereto depreciated on a straight- line basis over five (5) years. The indemnity in Section 6.2 will not apply if and to the extent that the infringement claim results from (a) a correction, modification or unauthorized merged portion of the Licensed Programs with items not provided by Hansen, (b) a failure to promptly install an update, (c} the combination of the Licensed Programs with items not provided by Hansen, or (d} the performance of Services or development of customizations to the license by Hansen pursuant to a specific design submitted by Customer. 6.4 THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION OF HANSEN WITH RESPECT TO INFRINGEMENT OF CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE LICENSED PROGRAMS OR OTHERWISE ARISING OUT OF THIS AGREEMENT. 7. I!!!!l 7.1 The term of this Agreement shall commence upon the date the last Party executes this Agreement, provided that the Agreement shall be null and void if not executed by Customer within thirty (30) days of receipt. 7.2 ~-The license granted Customer herein for the Licensed Programs shall be for the period specified in Exhibit "A" Price Quote attached hereto (unless terminated as provided in this Agreement). 7 ,3 Support and Maintenance. SMA Services shall commence upon Customer acceptance of the Licensed Programs or upon use of the Licensed Program in a live production environment, whichever occurs first. The Initial term of this Agreement for SMA Services shall be for a Hansen Master Agreement Carlsbad Version 06·01·06 Page 30F8 Initial ___ _ Contract #US-C06003d) \D period of one (1) year thereafter, and it · shall renew automatically for additional terms of one (1) year each unless either Customer notifies Hansen or Hansen notifies Customer at least sixty (60) days prior to the end of the then-current term, in which event the term for such Services shall terminate at the end of such then-current term. Termination shall have no effect on Customer's obligation to pay the applicable labor rate (o~ an equitable portion of any fixed fee} with respect to Services rendered prior to the effective date of termination. Hansen shall not continue to provide SMA Services pursuant to Exhibit "B" hereto unless such Services are then-currently offered by Hansen and Customer is current in payment of all SMA charges. 8, Termination 8.1 ~-Either party may terminate Services, and SMA under this Agreement, upon written notice, if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. 8.1.1 Licenses that have been paid In full may be terminated by Hansen for material breach of Licensed Programs pursuant to Section 4 herein which is not corrected within thirty (30) days following breach. 8.1.2 Notwithstanding anything to the contrary in this Agreement, Hansen may terminate this Agreement (or at Hansen's sole discretion, suspend the provision of Services, including SMA Services) if Customer fails to cure any monetary breach of this Agreement (e.g. falls to pay amounts owed within ten (10) days of notice of the same). If Hansen suspends a service pursuant to this Section 8.1.2, unless Hansen has subsequently terminated this Agreement as permitted herein, Hansen will resume the discontinued service within twenty-lour (24) hours after it is reasonably satisfied Customer has cured the breach(es) which gave rise to Hansen's right to suspend Services. Hansen may charge a reinstatement fee of Two Thousand and Five Hundred Dollars ($2,500). 8.2 Insolvency. This Agreement shall terminate Immediately upon notice by either Party if the other Party has a receiver appointed, or makes an assignment for the benefit of creditors, or in the event of any insolvency or Inability to pay debts as they become due, except as may be prohibited by applicable bankruptcy laws. 8.3 Convenience. Customer may terminate this Agreement, or any part hereof, for its sole convenience by giving notice of termination to Hansen In accordance with Section 13 of this Agreement. Upon Hansen's receipt of such notice, Hansen shall, unless otherwise specified in the notice, immediately stop all work hereunder and, to the extent permitted under each applicable subcontract or Agreement, give prompt written notice to suppliers and subcontractors to cease all related work. Hansen shall be paid the price specified herein for all work performed hereunder as of the date of Customer's termination notice, such payment to be made within thirty (30) business days after Hansen delivers such work to Customer, in its then current form, free and clear of all liens. Hansen s~all not be paid for any work done after receipt, of such n?tIce, for any costs incurred by Hansen s suppller:5 . or subcontractors after receipt of Customer's tenmnat1on notice, or for work which Hansen could reasonably have avoided. 8.4 Return/Destroy. Upon termination of licenses under this Agreement for any reason, Customer shall cease use of and shall return or destroy, at Hansen's option and at Customer's sole expense, all Licensed Programs, including Documentation, belonging to Hansen. All copies made shall be destroyed by Customer and Customer shall provide written certification of such destruction. 8.5 Survival. Termination will not discharge either party of . any obligations hereunder or from payments of sums due. Sections 3, 6, 8.4, 10, 11, 12, 13, 18 and 19 shall expressly survive termination of this Agreement. 9. Limited Warranty 9.1 Licensed Programs. Hansen warrants that ~he Licensed Programs will, upon acceptance and for a period of ninety (90) days thereafter, be free of any m~teri~l or frequent errors, where an error means any material fa!lure to perform in accordance with Hansen's written specifications or Documentation applicable theret~. If Hansen receives notification within this warranty penod of any defects or problems, and such notification is accurate, Hansen shall use commercially reasonable efforts to correct such defects or problems. The above warranties specifically exclude defects resulting f~om accident., _ab~se, unauthorized repair, misapplicat1ons, mod1fIcation, combinations, merged portions or enhancements not supplied by Hansen. Hansen does not warrant that use of the Licensed Programs will be uninterrupted or error free. The foregoing states Customer's exclusive remedy and Hansen's entire liability for any breach of this limited warranty set forth in this Section 9 .1. 9.2 Services. Hansen warrants that any Services provided by it hereunder will be performed consistent with generally accepted industry standards. This warranty shall be in effect for thirty {30) days from performance of the applicable Service. Any deficiencies in such Service must be reported in writing within thirty (30) days from performance of the applicable Service. For any breach of the foregoing warranty, Customer's exclusive remedy, and Hansen's entire liability, shall be the re-performance of such deficient Service. 9.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THERE ARE NO WARRANTIES, CONDITIONS, OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE LICENSED PROGRAMS, DOCUMENTATION ANO ANY OTHER SOFTWARE, MATERIALS OR SERVICES PROVIDED BY HANSEN HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY OR MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF Hansen Mastar Agreement Carlsbad Version 06-01 ·06 Page4oF8 Initial, ___ _ Contract #US·C06003dj THIRD PARTY RIGHTS, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL SUCH WARRANTIES BEING HEREBY FULLY DISCLAIMED. 9.4 Licensed Programs are not designed or intended for use as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the software could lead directly to death, personal Injury, or severe physical or environmental damage ("high risk activities"). 10. Limitation of Liability 10.1 EXCEPT AS SPECIFIED IN SECTIONS 6.2, 6.3 AND 6.4 OF THIS AGREEMENT, HANSEN'S LIABILITY TO CUSTOMER OR ANY OTHER THIRD PARTY FOR A CLAIM OF ANY KIND ARISING AS A RESULT OF, OR RELATED TO, ANY LICENSED PROGRAMS, DOCUMENTATION OR ANY OTHER SOFTWARE, MATERIALS OR SERVICES PROVIDED OR DEVELOPED PURSUANT TO THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), UNDER ANY WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO MONETARY DAMAGES, AND THE AGGREGATE AMOUNT THEREOF FOR ALL SUCH CLAIMS SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO AMOUNT PAJD PURSUANT TO THE PARTICULAR STATEMENT OF WORK TO THIS AGREEMENT. THIS LIMIT SHALL NOT APPLY TO CLAIMS FOR PERSONAL INJURY, DAMAGE TO TANGIBLE PROPERTY, OR DAMAGES RESULTING FROM WILLFUL MISCONDUCT, OR A VIOLATION OF LAW. 10.2 CUSTOMER WILL INDEMNIFY HANSEN AND ITS AFFILIATES FOR, AND HOLD THEM HARMLESS FROM, ANY LOSS, EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS), DAMAGE OR LIABILITY ARISING OUT OF ANY CLAIM, DEMAND OR SUIT RESULTING FROM CUSTOMER'S NEGLIGENCE, VIOLATION OF ANY LAWS CONCERNING OBSCENITY, DEFAMATION, INFRINGEMENT, RIGHTS OF PRIVACY OR PUBLICITY, HARASSMENT OR EXPORT CONTROLS. 10.3 UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.4 NO ACTION, REGARDLESS OF FORM, ARISING UNDER THIS AGREEMENT MAY SE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE OCCURRENCE OF THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION. 11. Confidentiality 11.1 Except as expressly permitted in this Agreement, no Party will, without the prior written consent of the other Party, disclose any Confidential Information of the other Party to any third party. Information will be considered Confidential Information of a Party if either (i} it is disclosed by the Party to the other Party in tangible form and is conspicuously marked "Confidential", "Proprietary" or the like; or (ii) (a) it is disclosed by a Party to the other Party in non~tangible form and is identified as confidential at the time of disclosure; and (b) it contains the disclosing Party's customer lists, customer information, technical information, pricing information, pricing methodologies, or information regarding the disclosing Party's business planning or business operations. In addition, notwithstanding anything in this Agreement to the contrary, the terms of this Agreement will be deemed Confidential Information of each Party. For avoidance of doubt, Customer agrees that Hansen's Confidential Information includes, but Is not limited to, the software, Documentation Source Materials, Source Code, Work Product, and any data structures, data dictionaries, data fields, as well as the architecture and structure of the Licensed Programs. 11.2 Other than the terms and conditions of this Agreement, information will not be deemed Confidential Information hereunder if such information (i) Is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; (Iv) is disclosed after the end of the Term; or (v) is independently developed by the receiving Party. Notwithstanding the foregoing, the terms and conditions of this Agreement will cease being confidential If, and only to the extent that, they become publicly known, except through a breach of this Agreement by the receiving Party. 11,3 The receiving Party shall carefully restrict access to the Confidential Information to those officers, directors, employees, contractors and subcontractors who clearly need such access in order to participate in the potential business relationship referred to above. The Receiving Party further warrants and represents that it will advise each of the persons to whom it provides access to any of the Confidential Information, in conformance with the terms of this Agreement, that such persons are strictly prohibited from making any use, publishing, or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The receiving Party shall bind all those officers, directors, employees, and contractors who clearly need such access in order to participate in the business, the potential business relationship referred to Hansen Master Agreement cartsbad Version 06-01-06 Page50F8 Initial, ___ _ Contract #US-C06003dJ above to a Confidentiality Agreement that is no less restrictive than this Section 11 herein. 11 .4 Each Party will secure and protect the Confidential Information of the other Party (including, without limitation, the terms of this Agreement) in a manner consistent with the steps taken to protect its own trade secrets and confidential information, but not less than a reasonable degree of care. Each Party may disclose the other Party's Confidential Information where (i) the disclosure Is required by applicable law or regulation or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to the other Party with adequate time for such other Party to seek a protective order; (ii) if in the opinion of counsel for such Party, disclosure is advisable under any applicable securities laws regarding public disclosure of business information; or (iii) the disclosure is reasonably necessary and is to that Party's, or its Affiliates', employees, officers, directors, attorneys, accountants and other advisors, or the disclosure is otherwise necessary for a Party to exercise its rights and perform its obligations under this Agreement, so long as in all cases the disclosure is no broader than necessary and the person or entity who receives the disclosure agrees prior to receiving the disclosure to keep . the information confidential. Each Party is responsible for ensuring that any Confidential Information of the other Party that the first Party discloses pursuant to this Agreement (other than disclosures pursuant to clauses (i) and (ii) above that cannot be kept confidential by the first Party) is kept confidential by the person receiving the disclosure. 11.5 Notwithstanding the provisions of 11.1, 11.2, 11.3, and 11.4, If Customer receives a request to disclose any Confidential Information under any Public Records Act, Open Records Act or similar law (Request), Customer shall immediately notify Hansen and prior to disclosure, give Hansen an opportunity to take any protective action it deems appropriate, If Hansen has not responded within the statutory time period for the Request, as defined by the applicable law for which the Request is made pursuant to, Customer may, in its sole discretion and without being in breach of this Agreement, respond to the Request as Customer deems appropriate. Except for requests for disclosure of information that is Hansen Trade Secret, in the event that Hansen directs Customer not to disclose the Confidential Information materials sought pursuant to the Request, Hansen will indemnify Customer against any losses, including reasonable attorney fees and costs, sustained arising from the non-disclosure of the Confidential Information material requested in the Request. Customer, in its sole discretion may tender the Request to Hansen for response, including, any and all subsequent legal actions or challenges related to the non- disclosure. 12. Assignment 12.1 Customer shall not assign or otherwise transfer its rights under this Agreement without the prior written consent of Hansen. Any permitted transfer of the Licensed Programs must include the most recent update and all prior versions. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their successors and assigns. 13. Notices 13.1 Except where otherwise expressly stated in the Agreement, (and regardless of whether certain provisions in this Agreement expressly require written notice, consent or approval) all notices, consents, or approvals required by this Agreement will only be effective if in writing and sent by (i) certified or registered air mail, postage prepaid, (ii) overnight delivery requiring a signature upon receipt, (iii) delivery by hand, or (iv) facsimile or electronic mail (promptly confirmed by certified or registered mall or overnight delivery), to the parties at the respective street addresses, facsimile numbers, or electronic mail addresses set forth at the end of this Agreement or such other addresses or facsimile numbers as may be designated in writing by the respective parties. Notices, consents and approvals will be deemed effective on the date of receipt, or in the case of notice sent by first class US mail, five (5) days after mailing. Mark Watts, President Office of the City Attorney Hansen Information City of Carlsbad Technologies, Inc. 1200 Car1sbad Village Drive 11092 Sun Center Drive Carlsbad, CA 92008 Rancho Cordova, CA 95670-6109 T: (916) 921-0883 F: (916) 921-6620 14. Insurance T: 76G-434-2891 F: 760-434-8367 14. 1 Hansen shall maintain adequate insurance protection covering its activities hereunder, including, but not limited to coverage for statutory workers' compensation, comprehensive general liability for bodily injury and property damage, as wail as adequate coverage for vehicles. Hansen shall provide Customer with certificates of insurance for each of these coverage types. Except for worker's compensation insurance, Hansen shall name Customer as an additional insured on its insurance policies, and such policies shall require sixty (60) days prior written notice to Customer for any coverage change. As of the date hereof, Hansen has at least the following levels of coverage: workers' compensation ($1,000,000), comprehensive general liability for bodily injury and property damage ($1,000,000). 15. Classified. Restricted Data 15,1 Each party agrees to inform the other of any information made available to the other that is classified or restricted data, agrees to comply with the security requirements imposed by any provincial or local government, or by the United States Government, and shall return all such material upon request Each party warrants that its participation in this Agreement does not create any conflict of interest prohibited by the United States or Canadian government or any other domestic or Hanslltl Master Agreement Carlsbad ' Version 06-01-06 Paga 6oF8 Initial, ___ _ Contract #US-C06003df foreign government and shall promptly notify the other party if any such conflict arises during the Term. 16. Force Maieure 16,1 Neither Party will be responsible or In any way liable, arising out of or relating to any failure by either Party to perform or any hindrance in the performance of its obligations under this Agreement if such failure or hindrance is caused by events or circumstances beyond such party's control, including acts of God, war, labor strike, terrorist act, fire, flood, earthquake, any law, order, regulation or other action of any governing authority or agency thereof, or failure of the Internet, (each a "Force Majeure Event"), provided that the parties hereto agree to give notice to the other upon becoming aware of a Force Majeure Event and a Force Majeure Event does not excuse Customer's failure to pay fees due Hansen hereunder. Such notice shall contain details of the circumstances giving rise to the Force Majeure Event. If a default due to a Force Majeure Event shall continue for more than three (3) months then the party not in default shall be entitled to terminate this Agreement upon fifteen (15) days prior written notice as a result of a Force Majeure Event. 17. Publicity 17.1 Neither Party may issue any press release or other public announcement regarding this Agreement or the Parties' business relationship without the prior written approval of the other Party. 18. Audit Rights 18.1 Upon reasonable advanced written notice to Customer and during Customer's business hours, Hansen shall have the right to audit, at Hansen's expense, the Licensed Programs in Customer's possession and -Customer's computer systems, books and records, to determine its compliance hereunder. In the event any such audit reveals that Customer has breached a material obligation hereunder, then, in addition to such other remedies as Hansen may have, Customer shall pay or reimburse to Hansen the cost of the audit. 19. General 19.1 In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions contained in this Agreement. 19.2 The Parties are independent contractors and neither Party is an employee, agent, partner, or joint venturer of the other. Neither Party has the right or ability to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other Party. 19.3 This Agreement shall be consitrufild in accordance with the State laws of California and by all applicable Municipal Ordinance or Codes of Customer. Suits, if any, shall be brought in the State of California. Parties agree that prior to filing a lawsuit; they will pursue non-binding dispute resolution pursuant to this Agreement. 19.4 Notwithstanding the foregoing: i) any claim or controversy related to the Intellectual Property Rights of th~ parties, Including but not limited to, any controversy as to whether or not certain information is confidential information, and including the contesting of any claim of ownership of Intellectual Property Rights, and including any claim as to whether or not there has been a breach of any parties' rights as to such property, shall not be determined by arbitration, but only by a court located in California, to whose exclusive jurisdiction and venue the parties hereby consent; and ii) the parties acknowledge that any breach of their respective obligations under this Agreement with respect to the proprietary rights or confidential information will cause the other party irreparable harm, and therefore such party will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law, in any court of competent jurisdiction. 19.5 Customer hereby acknowledges that the Licensed Programs are subject to export controls, pursuant to U.S. Export Administration Regulations and the export laws and regulations of other countries ("Export Laws"). Customer shall comply with all applicable Export Laws, and shall not export, re-export, transfer, divert or disclose, directly or indirectly, Including via remote access, the Licensed Programs, any confidential information contained or embodied in the Licensed Programs, or any direct product thereof, except as authorized under the Export Laws. 19.6 Both Customer and Hansen shall be an equal opportunity employer and shall conform to all EEO, Affirmative Action and other applicable requirements dictated by Federal and local laws. Customer shall neither discriminate nor permit discrimination In its operations or employment practices against any person or group of persons on the grounds of race, color, religion, national origin, or sex in any manner prohibited by law. 19.7 Any waiver of any provision or breach of this Agreement must be in writing and shall not constitute a waiver of any other provision or breach. 19.8 This Agreement shall be executed in two (2) or more counterparts or duplicate originals, all of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement. 19.9 This Agreement supersedes all prior agreements and understandings between the parties related to the subject matter hereof and is intended by the Parties as the complete and exclusive statement of the terms of the agreement between the Parties. This Agreement shall not be modified, except by written agreement signed by both Parties hereto. The terms and conditions of this Agreement shall apply notwithstanding any additional or different terms and conditions of any Purchase Order or other instrument submitted by Customer, which terms and conditions shall be void and of no effect. Hansen Master Agreement ca~sbad Version 06-01·06 Page 70F8 lni11al, ___ _ Contract #US-C06003dj IN WITNESS WHEREOF, and intending to be legally bound, the undersigned hereby represent and warrant that they are duly authorized to sign and enter into this Agreement on behalf of their respective parties, and the parties hereto · have caused this Agreement to be executed by their duly authorized representatives. CITY OF CARLSBAD, a munlclpal corporation of the State of Califomia ·~®~ CJur\£s ~anSeb/Choirmar1 t CfO (print name/tit e)/ ATTEST: (e-mail address) (e-mai If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President ••Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otheiwlse, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD A. BALL, City Attorney Hansen Master Agreement Carlsbad Contract #US-C06003dj Version 0&-01·06 Page80F8 Initial, ___ _ Product# APC-01 AS-01 AT-01 AE-01 AW-01 CS-01 AIC GGS-ADM GGS-ADM PS-PM BAN PS-IS PS-GIS PS-ICT PS-DCD PS-INT PS-01 City of Carlsbad, CA Hansen 8 Migration Pricing MS SQL Server Stephanie Harrison -(760)602-2778 Phase I First Year SMA SOFTWARE AND LICENSING Unit Price SOFTWARE COSTS Assets Park 15,000 Sewer 15,000 Storm 15,000 Street 15,000 Water 15,000 Work Management Work Management 15,000 CRM # Value Extended Server License 1 $15,000 1 $15,000 1 $15,000 1 $15,000 1 $15,000 1 $15,000 Customer Service 15,000 1 $15,000 WM & CRM Add-Ons Inventory Control ::::-...""""'"""'"""'""""""""'-""' 6,000 1 $6,000 ~T;oia1Jse~irAYipins$·?-~j]jfil'®ID CAL Licenses Client Access Licenses Geo Administrator (1 Seat) Geo Administrator, (2 to 5 Seats btal E~IB l:lce es· *NEW Hansen 8 Software SMA (20%) Unit Price # of CALs 2,000 59 15,000 1 8,500 1 Total CALs $118,000 $15,000 $8,500 $Y1ts-oo $50,500 • The Hansen 8 SMA will be prorated according to the time remaining on the existing Hansen V7 SMA at Go-Live. PROFESSIONAL SERVICES & FEES Project Management (Days) Business Analysis System Configuration (Days) GIS Setup/Training/Consulting (Days) Software Set-up and Installation (per server) Data Conversion (Days)1 System Interfaces (Days)2 Report Development Support (Days/ Onsite Training (Days) ExpcnscG cstirnEJte billed as incurred R~ofessi mil• er.vices Sul>• 'Ota Unit Price Quantiy 1,500 10 1,500 0 1,500 5 1,500 8 7,500 1 1,500 5 1,500 6 1,500 6 1,500 8 Value $15,000 $0 $7,500 $12,000 $7,500 _) Total Professional Services $87,500 Hansen Authorized Signature __ <-_-_."--'"'_'-"' __ -_._--_-_-::..-_-_._. _C::::::::: __ :::::---=:: __ -..,,.,----".;;;;,...., _________ _ Revised November 28, 2006: Price Quote by Rosa land Langlois Unless accompanied by an authorized signature above, this quote is for budgetary purposes is conversion 1s or a s an a ansen a es an be handled in the s stem confi uration section. 2. Interfaces to include Address/Parcel, Employee and Vehicle Interface pre-exislting in the Hansen V7x system. MMR triggers removed from quote per the request of client. 3. Price includes the re-develo ment of 6 re rts. \1 EXHIBIT "B" TO HANSEN® MASTER AGREEMENT HANSEN® LICENSE USE and SERVICE & MAINTENANCE AGREEMENT Thia Exhibit "B" la aubject and made a part of the Hansan Mas1ar Agreement. In tha event of any conflict between thia Exhibit "B" and the Hanaan Master Agreement, the tarma of tha Hansen Mas1er Agreement ahall. control, except that Section• 4 and 5 shall prevail over any confllctlng terms In the Hansen Master Agreement. 1.0 Definitions. All terms shall have the same meanings as given lhem In the Hansen Master Agreement. In addition, the followlng deflnltlons shall apply herein: 1. 1 ~ (Client Access Ucense) means a Ucense granted to an Individual Authorized User to add, modify, or delete data that is ullllzed in the Licensed Program on a non-9xcluslve and non-transferable basis In accordance with the Hansen Master Agreement and this Exhlbll •s•. 1.2 ~ means Customer's computers capable of running Server Software, and to which other computers connect, In order for Authorized Users to access the Licensed Programs. 1.3 Server Software means a Licensed Program that provides services or functionality on Customer's Server. A Server license Is required for each of Hansen's Licensed Programs used by Customer. 1.4 New Product means a release of a Licensed Program and any associated user Documentation which Hansen in Its sole discretion designates as a New Product, Is marketed as a new product, and Is made generally available as a new product. 1.5 ~ means any change, new feature or enhancement to the Licensed Programs that Hansen markets and licenses to customers as part of their annual Service & Malnlenance Agreement ("SMA"). 1.6 Upgrades mean major enhancements to the licensed Programs reflecting a change In the underlying technology that drives lhe licensed Programs. 2.0 License Granted. Hansen grants Customer the foUowlng rights to the Licensed Programs described on Exhibit "A" hereto. license rights are granted to Cuslomer on a non-exclusive and non-transferable basis, provided that Customer complies with all terms and conditions of the Hansen Master Agreement and this Exhibit •s•: 2.1 CAL License Requir9ments. Customer must purchase a separate CAL license for each authorized Individual who needs to add, modify, or delete data utlllzed in the Licensed Programs for which Server licenses have been purchased, 2.2 lnstallatlon -sarvw Soflware. Customer may Install and use one copy of the Server Software on a processor owned or controlled by Customer for access only by Authorized Users for whom Customers have purchased CALs. Customer may Install a development and a lralnlng/test Instance, but only one production Instance of the Server Software. 2.3 Downgrades. Instead or installing and using the version of the Server Software listed in Exhibit 'A", with notice to Hansen and Hansen's permission, Customer may Install and use one copy of an earlier version of the Server Software on a single processor for access only by Authorized Users for whom Customer has. purchased CALS, provided that Customer completely removes such earlier version and installs the original Server Software within a reasonable time. Customer's use of such earlier version shall be governed by this Agreement, and Customer's rights to use such earlier version shall te,mfnate when Customer Installs tho originol lkmnsed Program. 2.4 Allowed Modifications 2.4.1 Hansen 8. Custom8111 that have licensed Hansen B Will have Iha ability and authorization to make the followlng Modifications (defined as a change In form or character to the Licensed Programs In object coda form) using the Content and Schema Manager tools provided within the Hansen 8 system to their Installed version of that software only: (a) Modify Hansen Web form pages; (b) add workllow and custom formulae processing to Hansen business objects; (c) add formulae processing that affect the common progression of specified business process; (d) create custom detail pages that are appended to exrsting Hansen presentation forms; (e) changes to Web Services Interfaces that do not affect Hansen Source Code. Customer Is authorized to make extensions to the database schemas and workflows as provided by the functionality of the product. Hansen's Application Program Interface {'API") Is located In the buslnBSS layer and Is accessible for Integration with third-party appQcatlons via Web Services only. The business layer Is also able to be accessed using the schema and content managers to allow for Customer to reuse the business knowledge encapsulated In these objects for personalized use of the Hansen 8 framework. Furthermore, Customer understands that wiy Individual characteristic or component supplied by Hansen, each of which, by itself, may be In the public domain, but Is contained In the unified Hansen process, design and operation of Its products, represents a unique combination and affords a competitive advantage and Is a protectable trade secret of Hansen. Customer shall only use such modifications in connection with Customer's own use of Iha licensed Programs under the Hansen Master Agreement and not In connection with any software products of any other party. In addition, nothing In this Agreement shall prevent Hansen from offering other customers the right to use modifications, even if slmllar to modifications made by Customer. 2.4.2 DvnamlcPortatr"' Customers that have licensed DynamicPortal for Hansen 8 wfll have the ability and authorization to make the Modifications (defined as a change In form or character to the Licensed Programs in object code form) and Customizations (defined as Customer- specific alterations to the licensed Programs) to their Installed version of that software only: The licensed Program for DynamlcPortal may Include portions of the Source Code for the product for the purpose of providing Customer with the ablllty to Customize the Licensed Program. Customer agrees to maintain In confidence the Source Code by using the strictest standard ol security measures to maintain confidential technical Information and documentation. Customer will not disclose the Source Code, or any aspect thereof, to anyone other than employees who have a need to know and are bound to protect such Information against any other use or disclosure, Hansen's API Is provided through future web services to be supplied upon Hansen's time schedule. This allows Customer to reuse the business knowledge encapsulated in these objects for personalized use of the Hansen 8 framework. Furthermore, Customer understands that any individual characteristic or component supplied by Hansen, each of which, by Itself, may be In the public domain, but Is contained In the unified Hansen process, design and operation of Its products, represents a unique combination and affords a competitive advantage and Is a protectable trade secret of Hansen. Customer shall only use such Modillcalions and Customizations In connection with Customer's own use of the Licensed Programs under the Hansen Master Agreement and not In connection with any software products of any other party. In addition, nothing in tt,is Agreement shall prevent tlansen from offering other customers the right to use Modifications and CustomizaUons, even If similar to Modifications and Customizations made by Custom11r. Hansen License & SMA Carlsbad Version 06-01·06 Initial _____ _ Contract #US-C06003dJ Hansen Proprieta,y and Confidential Page 1 of 3 2.4.3 Version 7.x. Customers that have licensed Hansen Version 7.x will have the ability ancl authorization to create Worl<bench Tabs, add Menu Items, and create formulae using the Formulae Editor. Purchase of the Custom Tab and Menu Editors modules Is required for the create of Worl<bench Tabs and adding Menu Items. Customer understands that any lndlvidual characteristic or component supplied by Hansen, each. of which, by Itself, may be In the public domain, but Is contained In the unified Hansen process, design and operation of Its products, represents a unique combination and affords a competitive advantage and is a proteclable trade secret of Hansen, Customer shall only use such modifications In connection with their use of Iha Licensed Programs and not in connection with any sottware products of any other party. In addltion, nothing in this Agreement shall prevent Hansen from offering other customers the right to use modifications, even If similar to modlfications made by Customers. 3.0 .I!m!., The license granted by this Agreement is for perpetuity, unless violated by Customer or otherwise canceled by Customer. 4.o rrvout. Product sampler, Not For Release fNFRl Addltlonal I!.cm.1-If the Licensed Program Customer has received with this Agreement is a tryout, product sampler, or NFR copy of the Sortware ("Tryout Software'), then the following Section applies until such time that Customer purchases a license to the full version of such product. To the extent that any provision In this Section Is In conflict with any other term or condition In this Agreement, this Section shall supersede such other term(s) and condilion(s) with respect to the Tryout Software, but only to the extent necessary to resolve the conflict CUSTOMER ACKNOWLEDGES THAT THE TRYOUT SOFTWARE CONTAINS LIMITED FUNCTIONALITY AND/OR FUNCTIONS FOR A LIMITED PERIOD OF TIME. HANSEN IS LICENSING THE SOFTWARE ON AN "AS IS" BASIS, SOLELY AS A DEMONSTRATION MODEL. If the Tryout Software ls a timeout version, then the program wl/1 terminate operations after a designated period o! time (e.g. 15, 30, or 45 days) following Installation (the "Time Out Date"), which Is specified In the Software. Upon such Time Out Date, ihe license hereunder shall be terminated, unless extended by Hansen upon Customer's purchase of a full Ucense from Hansen. Customer acknowledges that such Tryout Software shall cease operation upon the Time Out Date and accordingly, access to any files or output created with such Tryout Software or any product associated with the Tryout Software Is done entirely at your own risk. HANSEN DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO CUSTOMER OF ANY KIND, INCLUDING, WHERE LEGAL LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, HANSEN'S LIABILITY ANO THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. "CUSTOMER INITIALS" and DATE &.o Pre-Release Product Addftloonl Terms. If the Ucensed Program Customer receives with this license Is a pre-co1M1erclal release, "Alpha" (Development) or "Beta" (Production Tasting) Licensed Program (collectively the 'Pre-release Program"), then the following section applies. To the extent that any provision In this section is in confllct with any other term or condition In this Agreement, this Section shall supersede such other tenn(s) and conditton{s) with respect to the Pre• release Program, but only to the extent necessary to resolve Iha conflict. Customer acknowledges that the Licensed Program Is a pre-release version, does not represent final product from Hansen, and may contain bugs, errors and other problems that could cause system or other failures end data loss. CONSEQUENTLY, THE PRE-RELEASE PROGRAM 1s· PROVIDED TO CUSTOMER "AS-IS", ANO HANSEN DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO CUSTOMER OF ANY KIND. WHERE LIABILITY CANNOT BE EXCLUDED FOR PRE• RELEASE SOFTWARE, BUT IT MAY BE LIMITED, HANSEN'S LIABILITY SHALL BE LIMITED TO l'HE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. Customer acknowledges that Hansen has not proml~ed or guaranteed to Cuatomor that ?ro-roloaoo Progrum will bo announced or made available to anyone In the future, Hansen has no express or Implied obligation to Customer lo announce or introduce Iha Pre-release Program and that Hansen may not Introduce a product sfllllar to or compatible with the Pre-release Program. Accordingly, Customer acknowledges that any research or development that Customer performs regarding the Pre-release Program or any product associated w~h the Pre-release Program is done entirely at Customer's own risk. During the term of this Agreement, if requested by Hansen, Customer will provide leedback to Hansen regarding testing and use of the Pre-release Program, lnciudlng error °' bug reports. Hansen shall own and shall have the unlimited right to use such feedback In its sole discrelion without further obligation to Customer. Customer agrees that Customer may not end certifies that Customer will not subllcense, lease, loan, rent, assign or transfer the Pre-release Program. Upon receipt of e later unreleased version of the Pre-release Program or release by Hensen of a publicly released commercial version of the Program, whether as a stand-alone product or as part of a larger product, Customer agrees to return or destroy ell earlier versions of Pre-release Program received from Hansen and to abide by the terms of the license agreement for any such later versions of the Pre-release Program. Notwithstanding anything In this Section ta the contrary, Customer agrees that Customer will return or destroy all unrel-■aed versions of the Pre-release Program within thirty (30) day1 of the ccmpletlon of Customer tHting of the Licensed Program when such d■te Is earller than the date for Hansen's first commerclal shipment of the Licensed Program that Is publicly released. "CUSTOMER INITIALS" and DATE 8.0 Maintenance Services lneluded, Provided Customer has paid the annual feea for maintenance, Hansen agrees to provide Iha following maintenance Services on Customer's Licensed Programs as set forth In Exhibit "A• during the term set forth In Section 7.3 of the Hansen Master Agreement, provided that such Licensed Programs are running on the current operating systems Identified on Hansen's member support web page. a) Hansen will maintain the Licensed Programs so that it operates In conformity and In al material respects with Hansen's descriptions and specifications !or the Licensed Programs. . b) In the event that Customer detects any errors or defects in the Licensed Programs, Hansen will provide reasonable telephone support, in the form of assistance and advice on the use and maintenance or the Licensed Programs, during the hours of 5:00 AM -5:00 PM Paci!lc time, Monday through Friday, via a toll-free 800 number (800-B-HANSEN). There shall be no charge to Customer for Hansen services In the correction of errors or defects In the Licensed Programs. Hansen shall correct any nonconformance within a mutually agreed time of which it has been properly notified by Customer. c) Hansen will send Customer informational aMouncement malllngs on Upgrades, Updates, and New Products of the Licensed Programs to the Customer's designated address. I) Hansen shall provide Customer with Updates of the Licensed Programs applicable to Customer's specific verslon of Hensen application within the same operating environment. ii) Customer shall be entiUed to acquire a license to New Products at Hansen's then-current license fees iii) Hansen will only provide support and maintenance on software that are up to two (2) version releases behind Hansen's current release. iv) Maintenance and Support tor OynamicPortal Includes updates to templates, d) Updates will be sent on CDs, DVDs, or any other mutually-agreed upon transmission method with explanations, instructions and updated documentation where appropriate. Hansen will also make other installation developments, such as reports, Interfaces, etc. available to Customer if they are appropriate for possible use by Customer. 7.0 Malntenpnce Services Not lnciuded. Hansen License & SMA Version 06-01-06 Initial, _____ _ Carlsbad Hensen Proprietary end Confidential Contract #US-C06003dj Page 2 of 3 Maintenance service shall not Include the Items listed within this section 7.0 herein. However, at addltional cost and upon mutual agreement by both Parties, such Services may be provided by Hansen. a) . Any and all Customization (defined as Customer-specific alterations to the Licensed Program Source Code) and training relaled 10 the app!lcatlon ot the Customizations. b) Support of any Modifications made to Licensed Programs or any part thereof made by Customer or for Customer by persons other than Hansen personnel; c) Services for any and all problems which are subsequently determined by Hansen to be a non-HaMen system problem or not substantially caused by Hansen, lncludi,ng problems with the hardware, third party applications, operating systems, data, damage or matters generally beyond the control of Hansen, such as; (I) use or operation of the Licensed Programs except In accordance with its appllcable and current Documentation and licensed rights; (u)) failure of a suitable operating environment for the systems supporting Licensed Programs: (iii) errors, omissions, damages or wrongful acts by an operator, user or third-party personnel; (Iv) repairs, maintenance, alterations, relocation, copying, tampering, Interfacing or other conduct not duly authorized by Hansen; (v) operation on or In association with hardware, software or databases not authorized by Hansen or not recommended for the licensed Programs: (vi) external causes such as electrostatic or environmental conditions and accidents including fire, water and lightning. d) Support of application software that Is running on outdated operating systems. Distribution of updates and enhancements, telephone support and functional corrections will only be made avallabie for current operating systems. Customer Is responsible for malntalnlng compliance with the "industry standard" version of the operating system being used in production. Customer should determine that an .upgraded version of a component part of the Hansen product (Oracle for example) has been certified prior to installation. e) Activity required related to the loss of data due to Insufficient backup files. Customer Is responsible for following standard backup procedures to ensure data integrity. I) Data conversions and problems associated with dala conversions are not covered under this Agreement. . g) Installation of Licensed Programs Is not covered under this Agreement. The Help Desk will not assist with Installation ol Licensed Programs. h) Hansen wtll not provide support and malntenance on software Ula! is more than two (2) version releases behind Hansen's current release, i) Upgrades are not covered under annual SMA. i) Any service not covered In Section 2 above. s.o Hansen System Detect CJayillcatJons. It Is recognized that despite the precautions associated with software, defects may be encountered. These defects are defined in criticality categories: a) Category I -System failure. Software does not work, data cannot be Input, reviewed, or revised. The system Is Inoperable. This fallure ls due to Hansen's software failure, not related to database or system difficulties. b) Category II -Key Hansen component failure. One or more Hansen modules or functions do not work. In this case core functionality remains, however the system Is not fully operable. It might not print, for example. c) Category Ill -Minor Hansen failure or defect A calculation does not property functlon, printing might not be available for one feature, Indexing mllfit not have full functlonality. These generally center on a configuration issue or error. The system works and work-around may be used. d) Category IV -Defect. A feature or change in Hansen functionality desired by Customer Is not available or needs redesign or a misspelling or Incorrect link Is encountered. Full lu11ullu1111lily 111111wr11111v-dllable. 9.0 Response Goals and Escalatlon. Response goals are based upon the Category and CrltlcaUty of the problem. Hansen will use commercially reasonable efforts to meet the following response goals, provided that Customer understandr. and acknowledges that Hansen will not meet response goals In all cases: a) Response goals for Category I will be within three (3) business hours of Initial reporting (during Hansen Customer service hours). Hansen will provide standard technical telephone support to resolve the problem. b) Response goals for Category ll will be within five (5) business hours of inltlal reporting (during Hansen Customer service hours). Hansen wfll provide standard technical telephone support to resolve the problem. c) Response goals for Category Ill Issues will be within twenty-four (24) business hours of Initial reporting. Defects of this nature are usually resolved through Installation of new software or "bug fixes." or changes In the customized system configuration. d) Responses for Category N issues wnl be addressed as enhancement requests and minor correctJons. These will be dlsllibutad In standard software update releases. Service Escalation In cases where a solution cannot be provided lo restore major functionality within six working hours after receipt of the lnlilaJ call (Categories I and II), Hansen will assign Its technical and programming team to resolve the dlfflculty. If the difficulty cannot be resolved, Hansen technical personnel may be dispatched to the site at Hansen's discretion and additional fees may apply. Customer wlll provide on-sue technical staff support, access· and expertise to assist Hansen, regardless of the time of day or standard work schedule. In all occurrences of Category I and II Issues, Hansen will endeavor to restore system functionality as soon as possible. Hansen will use electronlc delivery or Illes and software patches where possible, or overnight delivery if required. In cases of system failures (Categories I and II) next flight out delivery of media will be made. Customer will be responsible to take delivery at the closest practical airport. Category 111 Issues wlll be resolved as rapidly as practical provided !hey degrade system pertormance or significantly decrease functionality. Electronic delivery of new software or additional files may be appropriate. In cases where files are too large for satisfactory elec;tronlc delivery, overnight mail will be used. Category IV Issues will be . reviewed and resolutions will be distributed through standard upgrade and update distributions. Enhancement suggestions should be made In writing and sent to the Hansen Help Desk. All reports of system problems and suggestions for enhancements should be referred to the Hansen Help Desk, 1 ·800-SHANSEN. These calls will be logged Into the system and dispatched to the appropriate work groups. In the event the Hansen Help Desk cannot be reached through the toll free number, the Hansen general number should be used, or e-mail to helpdesk@Hansen.com. If satisfaction is not received, the complaint should be directed to the Hansen Help Desk for further escalation as necessary. 10. Remote Accu,. Customer shall, at Hansen's request. provide Hansen with · ttie right of remote access to the hardware on which the Licensed Program Is Installed, so as to enable Hansen to monitor the operation of the Licensed Program. Such remote access shall be used for SMA purposes only, and software used for suet, access shall be as mutually agreed between Hansen and Customer. Hensen License & SMA Carlsbad Version 06-01·06 Initial'------- Contract #US-C06003dj Hansen Proprietary and Confidential Page3of3 Exhibit C: STATEMENT OF WORK Table of Contents OVERVIEW ....................... , ................... "' .................................................................................. -.................................. 2 MODULES TO MIGRATE TO HANSEN 8 ...................................................................................................................................................... ~ ...... 2 2 PROJECT OBJECTIVES ............................................................................................................................................... 2 2.1 IMPLEMENTATION METHODOLOGY ...................................................................................................................................... -........... 2 2.1.I Project Planning ............................................... , ........................................................................................................ 2 2.1.2 Migration of the Database ........................................................................................................................................ 3 2.1.3 Traininf Plan .................................................................................... , ....................................................................... 3 2.2 HANSEN STAFFING FOR IMPLEMENTATION ........................................................................................................................................ S 2.2. f Projea. Manager ...................................................................... · ................................................................................. 5 2.2.2 System ConfiilJration ................................................................................................................................................ 5 2.2.3 System Instructors .................................................................................................................................................... 5 2.2.4 System Integrator ...................................................................... , .............................................................................. 6 2.2.5 IT Support ............................................................................................................................................................... 6 J DELIVERABLES ......................................... "' ................................................................................................................. 7 3. I SOFlWAAE .............................................................................................................................................................................................. 7 3.1.1 Work Management Module ..................................................................................................................................... 7 3.1.2 Citizen Relationship Manaiement.. ............................................................................ _ ............................................... 7 3.1..3 Parks Module ........................................................................................................................................................... 8 3.1.4 SewerModu/e ................................ , ......................................................................................................................... 8 3.1.5 Storm Module ...................................................................... : ................................................................................... 8 3./.6 Street Module .......................................................................................................................................................... 8 3.1.7 Water Module ......................................................................................................................................................... 9 3.1.8 Inventory Control.. .................................................................................................................................................... 9 3.1. 9 GIS lnteiratlon ......................................................................................................................................................... 9 3.2 PROFESSIONAL SERVICES ..................................................................................................................................................................... I 0 3.2./ Hansen 8 Install ..................................................................................................................................................... JO 3.2.2 Documentation ...................................................................................................................................................... JO 3.2.3 Conversion ............................................................................................................................................................. I 0 3.2.4 Reports .................................................................................................................................................................. 10 3.2.5 Interfaces .............................................................................................................................................................. I I ◄ MILESTONES ............................................................................................................................................................... 12 5 SUBSIDIARY MANAGEMENT PLANS ...................................... ._ ......................................................................... 12 5.1 5.2 S.3 S.◄ COMMUNICATION MANAGEMENT PLAN .,,.,.,, ................................................................................................................................. 12 ISSUES MANAGEMENT PLAN ............................................................................................................................................................... 14 CHANGE MANAGEl"IEN I PLAN .......................................................................................................................................................... 1-4 RISK MANAGEMENT PLAN .................................................................................................................................................................. Is Exhibit C, Statement of Work The City or Cu-Jsbad Page I of IS HANSEN. People. Goverrrnent. Solutions. Exhibit C: STATEMENT OF WORK I Overview The City of Carlsbad (the "City") is currently a Hansen Version 7.x client who wishes to migrate to Hansen 8. The City would like to start the migration in the last quarter of 2006. Hansen will use a Rapid Development approach to the migration. Therefore, this will be a standard Version 7.x to Hansen 8 data conversion and there will be no re-engineering of the work flow processes. Modules to migrate to Hansen 8 Asset Management Park Sewer Storm Street Water Work Management Work Management Citizen Relationship Management Customer Service WM & CRH Add-On's Inventory Control 2 Project Objectives It is the objective of this project to incorporate the City's Hansen Version 7.x data and existing work flows into the Hansen 8 solution. The City will be taking the lead in the business analysis to ensure the processes and business rules are approved for how they relate to Hansen software. Hansen will be taking the lead on the data conversion, software migration and the re-engineering of the Address/Parcel, Employee and Vehicle Interfaces. Both the City and Hansen will be responsible to test and approve the preliminary conversions and workflow processes to ensure that data integrity is maintained and that all V7.x data is converted to Hansen 8. 2.1 Implementation Methodology 2.1.1 Project Planning Hansen, with the assistance of the City, will develop a project plan once the contracts are signed and a PO ls issued. Tl.is pla11 will oatli11e a11d schedule all , eqoh ed pr ojeet tasks, 111ilesw11es a11d delhe1 ables. All project Exhibit C: Statement of Work The Oty of Carlsbad f'aie i or 15 HANSEN. People. Goverrment. Solut,= Exhibit C: STATEMENT OF WORK personnel will document and coordinate their activities through the project plan. Progress will be reported to the project director and evaluated on a monthly basis. 2.1.2 Migration of the Database The conversion will include creating new detail pages from the existing work bench tabs In Version 7.x. A first run of the data will be given to the City for them to check for accuracies, approve, and use for End User · training. Once approved, a final conversion will be run for the Go-Live of the Hansen 8 solution. Hansen's Responsibility . As described above, Hansen will take the lead i~ the actual data conversion of the Version 7.x table data to Hansen 8. Hansen will create a data conversion control document (DCD) outlining the mapping of the data from Version 7.x to Hansen 8. The first complete conversion will be given to the City for review and accuracy according to the DCD. The final conversion will be given during the Go-Live time frame that will be used for Hansen 8 going forward. Carlsbad's Responsibility -The City needs to review and sign off on the DCD, thus giving authorization for the complete data conversion to take place. The converted data will be given to the City for review and acceptance. The final acceptance will be of the final data conversion at Go-Live. 2.1.3 Training Plan Hansen's Responsibility -Hansen will take the leadership role in the design and development training curriculums for each application, developing a training plan and providing training to the City's identified key users. Hansen trainers are responsible for incorporating appropriate training sessions into the project plan at strategic points in the project time line. Hansen training sessions are setup for a maximum of 12 students, the price given to the City represents the "Train the Trainer" approach so with this approach key identified Hansen users will be given instruction on the use of the Hansen 8 system and they will need to develop their own training plan for additional end user training sessions. Carlsbad's Responsibility• The City's Implementation Team for each application will be responsible for the development of all training programs for their respective user community prior to delivery. Additionally, it is the Implementation Team's responsibility to coordinate the training sessions amongst the key identified Hansen users by providing a student list for each scheduled training session. Furthermore they will be responsible for setting up and providing the remaining end-user community with Hansen 8 training based on job function and skill levels. Department managers should anticipate these training sessions and reallocate resources to cover each student's regular tasks. ScudeAc LiA=litatioA The t:raiAiAg t='laA Ele¥elol"eEI by l=laAseA will aEIElress tRe iAstrWGOQAal requiremei:iu of the anticipated users for the deployment of applications rolled out in the initial implementation. In the event Exhibit C: Statement of Work The City of Carlsbad Page 3 of 15 HANSEN. People. Goverrmenl. Solution.. Exhibit C: STATEMENT OF WORK that this estimate of instructional demand increases significantly from the typical "Train the Trainer" approach, the City will be responsible for procuring supplemental training sessions from Hansen. Training Facilities -It is the City's responsibility to provide adequate· training facilities for its staff at a convenient location with a suitable area throughout the duration of each application project. The maximum number of students in the training classes should not be greater than twelve (12) (maximum effective class size indicated by Hansen). There are Core Implementation Team training requirements that fall early in the project, so the facility needs to be set up soon after the project kick off date. The facility should contain student workstations connected to the City's network, as well as, an instructor's workstation. In addition, the facility will contain a digital LCD projector with a 1024 X 768 resolution that is connected to the instructor's workstation, a white board and a networked laser printer. The facility must be made available to the Hansen Instructor at least two (2) days in advance of the scheduled training session for application set up and testing. Basic Computer Training -An understanding of basic computer concepts and mechanics is essential for the successful operation of any modem computerized application. In recognition of the fact that a portion of the City's personnel to be introduced to Hansen software are not computer literate, Hansen recommends supplemental training in advance of any application training performed by Hansen. The City should make a basic computer familiarization course a mandatory requirement of the job for those personnel who are unfamiliar with personal computers or personal data assistants. This service is not provided by Hansen. Exhibit C: Scitamant of Work The City of Carlsbad (Remainder of Page Intentionally Le~ Blank) Pqe.fof 15 HANSEN. People. Goverrment. Sootiorti. Exhibit C: STATEMENT OF WORK 2.2 Hansen Staffing for Implementation 2.2.1 ■ ■ ■ • • • • ■ ■ • • ■ • • • • Project Manager Conduct initial project startup meeting with the City's Project Director. Assign Hansen staff. Coordinate Hansen's activities with the City's Project Director during the project duration. Coordinate the project's interaction witli Hansen's subcontractors and service providers . Participate in project reviews, as requested by the City's Project Director . Primary Hansen contact. Track billable services according to budgeted resources . Manage the completion of project deliverables according to project schedule. Coordinate Hansen services including installation, training, interface and data conversion. Facilitate status meetings with Core Team to discuss progress, issues, and upcoming tasks . Submit status reports to Project Sponsor and Core Team whicl, track group accomplishments, weekly tasks and milestones, issues and key decisions, and schedule update. Track project scope changes. Maintain issues log and collaborate with the City's Project Manager to resolve project issues . Provide recommendations to Core team on system design and application setups • Assist the City's Test Leads with prototype testing . Assist the City in finalizing system prototype through reiteration of system design and testing . 2.2.2 System Configuration ■ • Configure detail pages to replicate existing custom tabs Configure content manager to replicate existing custom lookups 2.2.3 System Instructors • • • • Organize required meetings with the City's Project Director to determine the City's training needs . Develop a training plan for the "Train the Trainer" approach . Develop training curriculum based on results of process review and the City's training needs . Conduct Hansen training sessions according to established schedule . Exhibit C: Statement of Work The Oty of Carlsbad Page S of IS HANSEN. People. Government. Solutions. Exhibit C: STATEMENT OF WORK 2.2.-4 System Integrator • Primary contact for project data conversion and integrations. • Advise City staff with recommendations for data scrubbing and cleanup. • Provide conversion approach and run data conversion of Version 7.x to Hansen 8. • Identify conversion issues. • Create conversion routines to convert custom tab data . • Re-Engineer existing interfaces for Hansen 8. (Address/Parcel, Employee and Vehicle) . 2.2.5 IT Support Hansen IT Staff will be available for the software setup and configuration of the new system. The Hansen team will also be the main contact for the City in defining the hardware/software requirements and testing portions of the project. It is assumed that City staff will provide the appropriate server, clients, network connectivity, and RDBMS licenses for this project. It is also assumed that this will be configured and established to Hansen specifications before Hansen installation. If the Carlsbad IT staff is unable to perform responsibilities assigned to in the Project Plan then, additional Hansen staffing resources may be acquired by the City to provide the required project support. The use of additional Hansen Staff is based upon availability and Hansen's standard rates. Exhibit C: Statement of Work The Oty or Carlsbad (Remainder of Pore Intentionally Le~ Blank} Paee6 or 15 HANSEN. People. Goverrment. Solutlc:f-6. ExhibitC: STATEMENTOFWORK 3 Deliverables 3. I Software This section describes the Hansen software to be Implemented under Hansen supervision as part of this Project. Hansen will do initial setups and work with the City during configuration. J.1.1 Work Management Module Hansen 8 provides the tools that an agency needs to generate and track work orders for the assets In the agency's inventory, from the time the work order is created to the time it is completed. Users can create new work orders on-the-fly as they are required. Alternatively, maintenance schedules can be established for the agency's assets which automatically alert employees to perform specific activitles at regular or scheduled intervals such as routine inspections. When an asset requires routine maintenance or stops functioning properly, the agency can create a work order that records the type of maintenance or repair work that is necessary, as well as schedule the work order and assign it to an employee. Hansen 8 then assigns a work order number that the agency can use to track it through Its progress. After the work order is created, the agency can use Hansen 8 to record information about the failure experienced by the asset, if one occurred, and the resources used for the repair. The agency can also place conditions on the work order that must be satisfied in order for the work order to progress. Groups of wcirk orders can be created for a number of assets that require the same kind of maintenance. Hansen 8 provides several tools that allow the agency to track work orders. The agency can use the Work Order lookup to search for work orders based on search criteria entered. Once the agency locates the information it wants, this can be viewed using the Work Order Information Viewer and to update the work order. 3.1.2 Citizen Relationship Management Hansen 8 Citizen Relationship Management handles the complaints, inquiries, and requests for service an agency receives from customers from the time the customer places the request to the time it is resolved. When a customer contacts an agency to report a problem, the agency submits a service request that records the type and location of the problem and the customer's contact information. Hansen 8 then assigns the request a unique identification number that will be used to track the request until it is resolved. Aker the request is submitted, the aiency will typically assiin an inspector, who can inspect the request, record inspection results and costs, and resolve the request, Exhibit C: Stacement of Work The City of Cadsbad Pa&" 7 of IS HANSEN. People. Goverrment. Solutions. Exhibit C: STATEMENT OF WORK Hansen 8 provides various tools for an agency to use to process this information. The service request TO-DO list displays existing requests and allows the agency to perform certain tasks, including assigning inspectors, scheduling inspections, and resolving requests. Hansen 8 also provides a searchable knowledge base that contains documents the agency may need during an investigation, a Service Request Lookup that lets the agency search for service requests, and a Service Request Information Viewer that lets the agency view and update requests throughout the entire resolution process. 3.1.J Parks Module Hansen 8 Parks module provides tools to effectively manage a complex of buildings and land on parks from the municipal to national level. It incorporates several aspects of Hansen modules including building, sewer, storm, water, and street in order to coordinate and manage the variety of services and assets in a single complex. You can determine how expensive it was to find or fix a problem by tracking employee costs, and you can issue, track, and assign resource usage to parts from any number of warehouses, as well as generating work orders for preventive and unscheduled maintenance and group projects. (Note: resource usage and work orders requires the Work Management Module) 3.1.4 Sewer Module Hansen 8 Sewer module provides tools to effectively manage your sewer collections network. With the Sewer product you can quickly identify all primary assets including manholes, mainlines, lift stations, sewer nodes, and service lines. You can visualize where in the network the asset is found using Hansen's Asset Browser. You can determine how expensive it was to find or fix a problem by tracking employee costs, and you can issue, track, and assign costs to parts from any number of warehouses, as well as generating work orders for preventive and unscheduled maintenance and group projects. In addition, industry-specific field and TV inspections can be created to further enhance your ability to manage your sewer assets, (Note: costing and work orders requires the Work Management Module) 3.1.S Storm Module Hansen 8 Storm module provides tools to effectively manage your storm collections network. With the Storm product you can quickly identify all primary assets including manholes, catch basins storm inlets, storm mains, and storm channels. You can determine how expensive it was to find or fix a problem by tracking employee costs, and you can issue, track, and assign costs to parts from any number of warehouses as well as generating work orders for preventive and unscheduled maintenance and group projects. In addition, industry specific field and TV inspections can be created to add to Hansen's cradle to grave management of your storm assets. (Note: costing and work orders requires the Work Management Module) 3.1.6 Street Module Hansen 8 Street module provides tools to effectively manage your transportation agency's assets using the segmented model; most often used in urban settings. With the Street product you can quickly identify all primary assets including street intersections, segments, bridges, sidewalks, signs, lights, trees, and landscape inventories. You can determine how expensive it was to find or fix a problem by tracking employee costs, and Exhibit C: Statement or Worlc The City of Cvlsbad Paie 8 of IS HANSEN. People. Government. SoLtlors. Exhibit C: STATEMENT OF WORK you can issue, track and assign resource usage to arts from any number of warehouses as well as generating work orders for preventive and unscheduled maintenance and group projects. In addition, industry specific bridge inspection functionality adds to Hansen's cradle to grave management of your street assets. (Note: costing and work orders requires the Work Management Module) l.1.7 Water Module Hansen 8 Water module provides tools to effectively manage any water distribution utility. With the Water product you can quickly identify all primary assets induding valves, hydrants, mains, meters, service connections, and various connectors of various types. You can determine how expensive it was to find or fix a problem by tracking employee costs, and you can Issue, track. and assign costs to parts from any number of warehouses as well as generating wo~k orders for preventive and unscheduled maintenance and group projects. In addition, inspections and test functionalities can be created to add to Hansen's cradle to grave management of your water assets. (Note: costing and work orders requires the Work Management Module) 3.1.8 Inventory Control Hansen 8 Inventory Control allows you to automatically attach parts used for work or for inspections to a work order and track them. You can produce reports and summaries of where and how you are using your parts. You can even use this advanced component to visualize usage trends and conveniently monitor stock levels for re-order. By integrating this information with your other systems, you can automatically export part usage and resource usage information to your accounting software. 3.1.9 GIS Integration The Hansen GIS Business Unit will provide setup, training and support for the purchased Hansen 8 Geo Administrator product. Exhibit C: Statement of Work The City of Carlsbad -----------------···' ' (Remainder of Page Intentionally L.e(t Blank) Page 9 of 15 HANSEN. People. Go11emnent. Solutions. Exhibit C: STATEMENT OF WORK 3.2 Professional Services Stage Name Deliverable Description Hansen 8 Install Hansen 8 software Install the latest released version of Hansen 8 on the approved client network infrastructure and server. Documentation All supporting documentation relating to Documentation in Microsoft Word or Adobe 7-to-8 conversion, database structure PDF format or Online Help and module usage Conversion Converted Data Convert Existing Hansen Data stored in the "standard" Hansen tables as outlined in the Data Conversion Control Document. Reports Hansen/City Developed Reports Hansen will provide resources to re-develop 6 reports as shown in the quote or 6 days of support to help educate the City in the transferring of the existing reports to Hansen 8. Interfaces Hansen Developed Interfaces Hansen with the City's support, will recreate any Hansen Version 7 interfaces as outlined in the quote. 3.2.1 Hansen 8 Install Hansen will install the Hansen 8 software on the approved network infrastructure provided by the client. When complete, the Hansen 8 software should be available on the internal network and attached to the Hansen 8 database. Any network security needed for standard operations of the Hansen 8 application will also be in place to give access to needed users. 3.2.2 Documentation Hansen will provide documentation for the migration and for the Hansen 8 software. The documentation will be given in hardcopy form or electronic such as in the electronic help files for Hansen 8. 3.2.3 Conversion Hansen will run a complete data conversion of the Version 7.x database into the Hansen 8 data structure. Hansen will provide a data conversion control document (DCD) that will detail the mapping between the two databases. A preliminary run of this data will be done and delivered for the City's approval and End User training before continuing the final conversion to be presented at the Go-Live. 3.2.4 Reports Haase□ will pro¥ide assistnce (ba5ed on die number of days iR the CoRtract} to the Ciq, in revising their Version 7 reports to match the Hansen 8 schema. Exhibit C: Sutement of Work The City of Carlsbad Page 10 of IS HANSEN. People. Goverrment. Solutions. -------------------------------------------·----·-··-··--------- Exhibit C: STATEMENT OF WORK 3.2.5 Interfaces Hansen will recreate the following interfaces that originally existing in V7 to work In Hansen 8; Address/Parcel, Employee and Vehicle. Hansen will NOT revise the MMR triggers for Hansen 8 as the City has requested that we do not include services for this functionality. Exhibit C: Statement of Work The Oty ol Carl~d (Remainder of Page Intentionally Le~ Blank) Page 11 of 15 HANSEN. People. Goverrment. Solutions. Exhibit C: STATEMENT OF WORK 4 Milestones The following are the critical milestones for the project. Critical Milestone . Project Kick-off Meeting Install Hansen 8 at client site Train City Power-Users and/or Technical Staff on Admin & Work Flow Tools City to give ability to remote connect to environment for testing and help desk questions Hansen to rewrite the Version 7.x Address/Parcel, Employee and Vehicle interfaces for Hansen 8 City Power Users Train end-users on Hansen 8 Stop further City use of the Hansen Version 7.x database Deliver final Hansen Version 7.x database to Hansen Install flnal Hansen B solution including database Go Live with Hansen 8 Do onsite one-on-one Go Live support 5 Subsidiary Management Plans 5.1 Communication Management Plan A brief plan created by the team to indicate their agreement on how they will communicate important information among themselves and co other stakeholders during the project-status, meetings, issues, deliverables access, and design and document reviews. Successful projects involve significant amounts of information exchange and collaboration among various team members. A Communication Plan ls used to help the team think through what kind of communication mechanisms they will need for effective interaction and ultimately a successful project. It helps establish the expectation of proactive communication between team members. Who Hansen Project Manager Hansen Project Manager ----· --Hansen Director Exhibit C: Statement or Work The Oty of Carlsbad What Monthly Status Reports from Hansen Team Travel Requests from Hansen Team Issues from Hansen Team Page 12 ol' IS When How Last Mon of Month Email When need Email identified When schedule or Email project cost impacted HANSEN. People. Goverrvnent. Solutior6. Exhibit C: STATEMENT OF WORK Who What When City Project Manager Monthly Status Reports from Hansen 5 Business Days afte.-last Mon of Month Hansen Director Resource Issues from City that effect line items When Identified on a rolling basis one month out Technical Contact/Hansen Lise of technical issue that need resolved When ldentlfled Team Legend: Who • the person(s) that will receive the communication (e.c. stakellokler or croup of stakeholders) What -the content that will be communicated (i.e., Status l\epon. Stoplight report Issues fist risk report etc.) When • how orum the Information will be communicated (I.e., cbily, weekly, monthly, etc.) How • the delivl!I)' mechanism (I.e., emal~ Intranet meetinc, eu:.) (Remainder of Paie Intentionally Le~ Blank) How Email Email Email Exhibit C: Statement of Work The Oty or Carlsbad ~ge 13 of 15 HANSEN. Peopla Govemrent. Solutions. Exhibit C: STATEMENT OF WORK S.2 Issues Management plan An issues log is a tool / technique used to track, manage and communicate project issues and identified risks to the PM's. The rationale for an issues log is to provide a vehicle to capture the details of identified problems. Note that testing problems should be tracked in a testing problem log with the exception of significant problems such as those that could impact the project schedule. Escalations w/11 be made to the Hansen Project Director for migration issues. Date Priority Issue Steps to Solution Assigned Target Actual Opened/By resolve To Resolution Resolution Date Date Priority Samples • Green -issue must be addressed, but is not currently hindering the project from moving forward, • Yellow -issue is critical, and must be addressed immediately or the project will halt. • Red -project is halted, issue resolution is needed to proceed. 5.3 Change Management Plan The Change Control Request (CCR) form will be used to track all changes and deviations from the original schedule and agreed upon requirements regardless of impact to scope, schedule or cost. All change requests will be recorded by the Project Director in a Change Request Management log. Requests that do not impact the schedule and do not require rework of code such as a text change or verbiage on a screen, will be recorded and require the minimum signatures as mandatory on the Change Control Request form (Project Manager). Requests that are made due to technical discovery, such as a process turning out to be more complex than originally scoped, or restrictions due to existing programs that were not originally exposed will require full sizing of cost and schedule impact. These requests will have to be approved by the Project Director. Slippage in dates, from either under scoping, resource complications, or change in priorities will all be captured on the Change Control Request (CCR) form . and require approval from che Project Director. All cost changes will be presented and require approval from the Project Director. Exhibit C: Stuement of Work The City or Carlsbad Page 14 of 15 HANSEN. People. Government. Soilirm . Exhibit C: STATEMENT OF WORK All changes will be reported in the Change Request Log to the Project Director. 5.4 Risk Management Plan The following matrix will be used to log and manage Risk. Risk analysis will occur throughout the life of tl,e project. Any items that are reported as a risk will be reviewed by the key team members to determine if it is an issue or risk, what the impact is and the mitigating measure to be taken. A responsible party will also be assigned to manage the risk. Risi< Date Mitigating/Contingency Responsible Impact lrnpact{s) p t • • No. Logged Risi< Measures ar Y Probab1l1ty Exhibit C: S~tement ofWcrk The Oty cf Carlsbad Pa&• IS cf IS HANSEN. People. Goverrment. Solutions. EXIDBITD FLEXSAFE BENEFICIARY ENROLLMENT Deposit Account Number _14129 _______ _ Pursuant to the FlexSAFE Escrow Agreement ("Agreement"). Depositor hereby enrolls the following as a FlexSAFE Beneficiary: Notices and communications to FlexSAFE Beneficiary should be addressed to: Company Name:City of Carlsbad ___ _ Address: 1635 Faraday Ave Carlsbad, CA 92008-7314 __ _ Designated Contact: _______ _ Telephone: ___________ _ Facsimile: ___________ _ E-mail: ____________ _ Depositor Hansen Information Technologies Inc. By~ Zf;PP Name: Scott Wright Title: CFO Datc: __ /_I_/._S_/c:_~_~ _______ _ Invoices to FlexSAFE Beneficiary should be addressed to: City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008-7314 Contact: ___________ _ P.O.#, if required: ________ _ Page 1 www.dsiescrow.com F03vl -0~8~~~ 1111 llll 11111II111111111111111111111111 I s3,~~asMo~,s~A~o,o~~,3J~o -•. ~ DSI TEa-INOLOGYEscROWSERVICF.5$ An lrnn Mi>untoln Comp.my FlexSAFE Agreement FlexSAFE is·an uncomplicated, two-party agreement between the depositor and DSI that requires no customer signature or approval. It was developed to meet the depositor's particular needs in an easy and cost-effective way. In addition, it meets the requirements of a beneficiary mainly concerned about a depositor's bankruptcy. With FlexSAFE, OSI notifies the beneficiary that an escrow account has been established and sends semi-annual status reports to all parties. Purpose DSJ 's FlexSAFE Agreement is generally used when: Both parties agree that a basic level escrow protection is needed. The beneficiary does not want to sign the escrow agreement. • The beneficiary is mainly concerned with bankruptcy as a condition to release deposit materials. The depositor wants to have control of the release of deposit materials. The escrow investment needs to be at a minimum. Features FlexSAFE customers benefit from these unique features: • Standard terms and conditions that require no negotiation. The beneficiary may file directly with DSI for a release under bankruptcy. DSI direct billing to beneficiary. Deposit inspection with signed receipt for the depositor. Audit trail of deposit created through inspection, date stamping of aH deposit maleria1s. Semiannual account histories listing all deposit activity sent to all parties. Cost-effective escrow protection. Atlanta • Bostoa •Chicago• Dallas • Saa Diego• San Francisco For More Information Call: (800) 962-0652 or Visit Us At www.dsiescrow.com or www.lroamountala.com @1983, 2003 OSI CANFOJvl • • FLEXSAFE ESCROW AGREEMENT ..... Deposit Account Number vP_Ol039-0G~'. This agreement ("Agreement") is effective March 14 , 20..Ql__ between Iron ~fountain Canada d/b/a DSI Technology Escrow Services, Inc. ("DSI"), and Hansen Info.i:mation Technologies ("Depositor"), who coJlectively may be referred to in this Agreement as the parties ("Parties") and who are more fully identifjed in Exhibit A. A. Depositor and Depositor's client have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary technology of Depositor {referred to in this Agreement as the "License Agreement"). B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances. C. Depositor desires to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary technology materials of Depositor. D. The parties desire this Agreement to be supplementary to the License Agreement pursuant to J I United States [Bankruptcy] Code, Section 365(n). E. In the event bankruptcy proceedings are commenced in Canada by a party to this ·Agreement, the parties hereto will comply with the Bankruptcy and Insolvency Act of Canada ("Act") and the remedies provided therein, and unless otherwise ordered by the court, Licensor/Depositor shall not interfere with the rights of the Licensee/Preferred Beneficiary to , elect to continue this Agreement as supplementary to the License Agreement. ARTICLE I •• DEPOSITS J. I Obligation to Make Deposit. Upon the signing of this Agreement by the parties, Depositor shall deliver to DSI the proprietary technology and other materials ("Deposit Materials") to be deposited under this Agreement. 1.2 Identification of Tangible Media. Prior to the delivery of the Deposit Materials to OSI, Depositor shall. conspicuously label for identification each document, magnetic tape, disk, or other media upon which the Deposit Materials are written or stored. Additionally, Depositor · shall complete Exhibit B to this Agreement by listing each such media by the item label description, the type of media and the quantity. Exhibit B shall be signed by Depositor and delivered to OSI with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify Depositor regarding the status of the account as required in Section 3.2. 1.3 Acceptance of Deposit. When DSI receives the Deposit Materials, DSI will conduct a visual deposit inspection. At completion of the deposit inspection, if DSI determines that the labeling of the media matches the item descriptions and quantity on Exhibit B, DSI will date and sign Exhibit Band mail a copy thereof to Depositor. IfDSI determines that the labeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with lhe exceptions noted; and (c) mail a copy © 1983, 2003 DSI www.dsiescrow.com CANF03vl • • of Exhibit B to Depositor. DSI's acceptance of the deposit occurs upon the signing of Exhibit B by OSI. OTHER THAN DSI'S INSPECTION OF TIIE DEPOSIT MATERIALS, DSI. SHALL HAVE NO OBLIGATION TO THE ACCURACY, COMPLETENESS, FUNCTIONALITY, PERFORMANCE OR NON-PERFORMANCE OF THE DEPOSIT MATERIALS. 1.4 Depositor's Representations. Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials, Depositor has the right and authority to grant to OSI the rights as provided in this Agreement; c. As of the effective date of this Agreement, the Deposit Materials are not the subject of a lien or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations ofDSI under this Agreement; and d. The Deposit Materials are readable and useable in their current form or, if any portion of the Oeposit Materials is encrypted, the decryption tools and decryption keys have also been deposited. 1.5 Deposit Updates. Updates to the Deposit Materials may be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and Depositor shall sign the new Exhibit B. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. Any deposit updates shall be held in accordance with Sections 1.2 through I .4. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates. 1.6 Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged only on written instructions signed by Depositor or as otherwise provided in this Agreement. ARTICLE 2 --FLEXSAFE ENROLLMENTS 2. l FlexSAFE Enrollment(s). Depositor may enroll one or more or its licensees as a beneficiary(ies) ("FlexSAFE_Beneficiary") under this Agreement. Depositor will execute and submit to DSI a FlexSAFE Beneficiary Enrollment document, referenced in this Agreement as Exhibit T, listing each beneficiary to be enrolled as a FlexSAFE Beneficiary under the Agreement. Upon DSl's receipt of Exhibit T and any additional Exhibit T thereto, OSI will issue an enrollment letter and a copy of this Agreement to the FlexSAFE Beneficiary. ARTICLE 3 --CONFIDENTIALITY AND RECORD KEEPING 3.1 Confidentiality. OSI shaJl have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement or any subsequent agreement between the Parties, DSI shall not disclose, transfer, make available or use the Deposit Materials. OSI shaJl. not disclose the terms of this Agreement to any third party. If OSI receives a subpoena or any other order from a court or other judicial tnbunal pertaining to the disclosure or release of Page 2 www.dsiescrow.com CANF03vl t_\0 • • the Deposit Materials, OSI will immediately notify the parties lo this Agreement unless prohibited by law. 1t shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will. not be required to disobey any ord~r from a court or other judicial tribunal, including, but not limited to, notices delivered pursuant to Section 8.6below. • 3.2 Status Reports. OSI shaJI provide to Depositor and FlexSAFE Beneficiary a report profiling the account history semi-annually. Depositor will notify DSI if the account history is not to be provided to FlexSAFE Beneficiary. ARTICLE 4 --RIGHT TO MAKE COPIES 4. I Right to Make Copies. DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSl. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials including but not limited to the hardware and/or software needed. Any copying expenses incurred by OSI as a result of a request to copy will be borne by the party requesting the copies. Alternatively, DSI may notify Depositor requiring its reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this Agreement. ARTICLE S --RELEASE OF DEPOSIT 5.1 Release of Deposit Upon Depositor's Instruction. Upon receipt by OSI of written instruction(s) directly from Depositor, Depositor's trustee in bankruptcy or a court of competent jurisdiction, and payment to DSI of any unpaid fees, include deposit copying and delivery fees, OSI is authorized to release a copy of the Deposit Materials to the FlexSAFE Beneficiary identified in the instruction(s). This Agreement wil] terminate upon the release of the Deposit Materials held by OSI. 5.2 Filing for Release of Deposit by FlexSAFE Beneficiary. Page 3 a. Upon notice to DSI by FlexSAFE Beneficiary of the occurrence of a release condition as defined in Section S.3, DSI shall provide Depositor with a copy of FlexSAFE Beneficiary's notice by commercial express mail. Such notice from FlexSAFE Beneficiary will be signed and on company letterhead. From the date DSI mails the notice requesting release of the Deposit Materials, Depositor shall have sixty (60) days to deliver to OSI contrary instructions ("Contrary Instructions"). · Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Such notice shall be signed and on company letterhead. Upon receipt of Contrary Instructions, DSI shall send a copy of the Contrary Instructions to FlexSAFE Beneficiary by commercial express mail. Additionally, DSI shall notify both Depositor and www.dsiescrow.com CANFOJvl • • FlexSAFE Beneficiary that there is a dispute to be resolved pursuant to Section 8.4. Subject to Section 6.3, OSI will continue to store the Deposit Materials without release pending (a) joint instructions from Depositor and FlexSAFE Beneficiary; (b) dispute resolution pursuant to Section 8.4; or (c) order of a court. b. If no Contrary Instruction& are given to DSI, Depositor agrees that DSI shall deliver a copy of the Deposit Materials to the FJexSAFE Beneficiary who provides DSJ with all of the following: I . Copy of the current License Agreement between Depositor and FlexSAFE Beneficiary; 2. Written demand that a copy of the Deposit Materials be released and delivered to FlexSAFE Beneficiary; 3. Written notice that the copy of the Deposit Materials being released to FlexSAJ:E Beneficiary only be used as pennitted under the License Agreement; 4. Specific delivery instructions along with any fees due OSI. 5.3 Release Conditions. As used in this Agreement, "Release Condition" shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: a. If an order is made or an effective resolution passed for the winding-up or liquidation of the Depositor, or if a petition is filed for the winding-up of the Depositor and such petition is not stayed, withdrawn or dismissed within thirty (30) days; b. If the Depositor becomes insolvent within the meaning of the Bankruptcy and Insolvency Act (Canada); c. If a bankruptcy petition is filed or presented against the Depositor; or if any proceedings with respect to the Depositor are commenced under the Companies· Credilors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or any similar legislation providing protection for the benefit of the Depositor; d. The appointment of a general receiver or trustee in bankruptcy of Depositor's business or property. 5.4 Right to Use Following Release. Unless otherwise provided in the License Agreement, upon release of the Deposit Materials in accordance with this Article 5, FlexSAFE Beneficiary shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits afforded to FlexSAFE Beneficiary by the License Agreement. Pursuant to the License Agreement, FlexSAFE Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Materials. Page4 www.dsiescrow.com CANFOJvl • • ARTICLE 6 •• TERM AND TERMINATION 6.1 Tenn of Agreement. The initial tezm of this Agreement is for a period of one (I) year. Thereafter, this Agreement shall automatically renew from year to year unJess (a) Depositor . instructs OSI in writing that the Agreement is tenninated; (b) DSI instructs Depositor and FlexSAFE Beneficiary in writing after its renewal date that the Agreement is terminated for nonpayment in accordance with Section 6.3; or (c) DSJ reserves the right to terminate this Agreement, for any reason, other than nonpayment, by providing Depositor and FlexSAFE Beneficiary sixty (60) days written notice of its intent to terminate this Agreement. If the Deposit Materials are subject to another escrow agreement with DSI, OSI reserves the right, after the initiaJ one year term, to adjust the anniversary date of the Agreement to match ~e then prevailing anniversary date of such other escrow arrangements. i 6.2 Term of FlexSAFE Enrollment. Upon receipt by OSI of Depositor's ~xecuted Exhibit T, the FlexSAFE Beneficiary will be enrolled for an initial term of one (I) year, unless this Agreement terminates earlier, causing the FlexSAFE Beneficiary enrollrhent to terminate. Subsequent enrollment terms may be adjusted to the anniversary date of this Agreement and shall automatically renew from year-to-year unless (a) Depositor instructs DSI in writing to terminate the FlexSAFE Beneficiary enrollment; (b) FlexSAFE Beneficiary instructs DSI in writing to terminate the FlexSAFE Beneficiary; or (c) the enrollment is terminated by DSI for nonpayment in accordance with Section 6.3. 6.3 Termination for Nonpayment. In the event of the nonpayment of fees owed to OSI, OSI shall provide written notice of delinquency to the Depositor and all FlexSAFE Beneficiaries to this Agreement. Unless Depositor has instructed OSI to tenninate FlexSAFE Beneficiary pursuant to Section 6.2(a), Depositor or FlexSAFE Beneficiary shall have the right to make the payment to OSI to cure the default. If the past due payment is not received in full by OSI within one ( J) month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination to all parties. OSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid. 6.4 Disposition of Deposit Materials Upon Termination. Subject to the foregoing termination provisions, and upon termination of this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials in accordance with Depositor's instructions. If there are no instructions, OSI may, at its sole discretion, destroy the Deposit Materials or return them to Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit Materials are subject to another escrow agreement with OSI or have been released to the FlexSAFE Beneficiary in accordance with Section 5.2. 6.5 Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive: a. The oh\ieati ons of confidentiality with respect to the Deposit Materials; b. The obJigation to pay OSI any fees and expenses due; c. The provisions of Article 8; and PageS www.dsiescrow.com CANFOJvl HANSEN. Pecpe. Ga-,enwnent. Soluncns. HANSEN® MASTER AGREEMENT GENERAL TERMS AND CONDITIONS 1. USE GRANT FOR LICENSED PROGRAMS; These General Terms and Conditions govern the license of certain Licensed Programs to Customer by Hansen® and, if applicable, the provision of certain Services to Customer by Hansen®. These General Terms and Conditions may be supplemented by one or more separate documents that shall be made a part of this Agreement, including: a) Exhibit "A" -Price Quote b) Exhibit "B" -License Use and Service & Maintenance Agreement ("SMA"). c) Exhibit "C" -Statement of Work d) Exhibit "D" -Escrow Agreement However, in the event of any conflict between these General Terms and Conditions and any Exhibits or documents attached hereto, the General Terms and Conditions shall control. 2. Definitions 2.1 Agreement means this Agreement, together with all appendices, exhibits, schedules, attachments, and addenda as the same may be amended, modified or supplemented. 2.2 Authorized Users means that number of either Named Users or Concurrent Users that have been licensed to use the Licensed Program in accordance with the General Terms and Conditions and the Exhibits attached hereto, Exhibit "A" shall specify whether the license is on a Named User or Concurrent User basis. 2.3 Concurrent Users means the maximum number of employees of Customer that are authorized to access the Licensed Programs at a single given time. 2.4 Customer means the specific entity designated herein as the customer in the signature block below. 2.5 Documentation means all materials supplied by Hansen, whether in printed or online form or on magnetic tape or other media, that explain or facilitate the use of the Licensed Programs, which may include, without limitation, users' manuals, standard operational manuals or instructions, training materials, flow charts, logic diagrams, system manuals, programming manuals and modification manuals. 2.6 Intellectual Property Rights means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing throughout the universe (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, design rights, and other industrial property rights, (e) all registrations, applications (including continuations, continuations-in-part, and divisions thereof), renewals, extensions, reissues and re- examinations thereof now or hereafter in force (including all rights in any of the foregoing), and (f) all other intellectual and industrial property rights (of every kind and nature and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise. 2.7 Licensed Programs means the software in object code form only that is specifically listed in Exhibit "A" hereto ("Price Quote") that Hansen licenses pursuant to this Agreement, together with any updates thereto supplied by Hansen, and any associated system and end- user Documentation supplied by Hansen. 2.8 Named User means a specific named employee of Customer that is assigned a unique log in identification and unique password to access the Licensed Programs. 2.9 Party means Customer and Hansen. References to "each Party" include Customer and Hansen. References to the "other Party," means, as to Customer, Hansen, and as to Hansen, such references mean Customer. 2.10 Price Quote means the listing of Hansen products, services and associated prices to be provided under this Agreement, attached to this Agreement as Exhibit "A". 2.11 Services shall mean, as applicable, support Services, maintenance Services, additional Services, and/or any other Services provided by Hansen under this Agreement. 2.12 Source Code means a collection of statements of which software programs are comprised, whether in written form or in magnetic or other machine- readable form, and characterized by the fact that it is intelligible in written form. 2.13 Source Materials shall mean a computer program's source code; printed copies (listings) of the source code; all related written materials, comments, and documentation; database schemas, and any and all other materials used by Hansen in the development, maintenance, and support of the products. 2.14 Trade Secret shall mean a formula, pattern, physical device, idea, compilation of information or information that i) provides a business with a competitive advantage, and ii) is treated in a way that can reasonably be expected to prevent the public or competitors from learning about it, absent improper Hansen Master Agreement Carlsbad Contract #US-C06003dj Version 06-01-06 Hansen Page 1 of 8 Initial ____ _ acquisition or theft. 2.15 Work Product means any resulting software (including all functional and technical designs, programs, modules, code, interfaces, algorithms, flowcharts, diagrams, documentation and the like) or any modifications or changes to the Licensed Programs and related materials created by Hansen after the effective date of this Agreement and in furtherance of the Statement of Work as set forth in Exhibit "C". 3 Payment 3.1 General. Fees for the Licensed Programs, Services fee(s) and all other amounts to be paid by Customer are set forth in separate documents and attached hereto as Exhibits. Pricing for licenses, Services, maintenance, and SMA acquired outside of the United States shall be in U. S. dollars, unless otherwise specified. References to dollars in this Agreement shall refer to U.S. dollars. Payment terms are net 30 days from receipt of invoice. 3.1.1 Past-Due Amounts. Any amount outstanding for more than forty-five (45) days after the date of invoice shall constitute a material breach on the part of Customer. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half (1.5) percent, or the maximum rate allowed by law, whichever rate is less, per month or fraction thereof until paid. Hansen will separately invoice for Licensed Programs, professional Services, SMA, and hardware. 3.1.2 Taxes. Service fees are exclusive of any Taxes imposed on Service fees. Customer will be responsible for timely payment of any Taxes imposed on Service fees at the same time it pays the Service fees. 3.2 Terms. Unless otherwise noted on Exhibit "A" attached hereto, the following payment terms will apply: 3.2.1 Licensed Programs. Fees for the Licensed Programs for the full amount indicated on Exhibit "A" hereto shall be invoiced upon execution of this Agreement. 3.2.2 Professional Services. Fees for professional Services shall be invoiced monthly as incurred. If there is a change in scope initiated by Customer and additional days of Services are needed over and above the fees provided in Exhibit "A", a change order signed by both parties will be required. Any professional Services provided in excess of the days stated in Exhibit "A" due to a change of scope initiated by Customer and following the issuance of a change order signed by both parties will be charged at the unit price stated in Exhibit "A". Except as otherwise set forth in this Agreement, fees quoted for Services do not include and Customer shall reimburse Hansen for its reasonable cost of travel (air and cab fare, lodging, auto rental or local mileage, standard per diem, etc.) and out-of-pocket costs for photocopying, overnight courier; long-distance telephone and the like, which shall be invoiced at cost. Services outside the scope of those described above may be provided on a time and materials basis, flat fee basis, or may require on site work at a negotiated price. 3.2.3 Service and Maintenance Agreement ("SMA") Fees. Customer shall pay an annual SMA fee to Hansen as provided in Exhibit "A" hereto. The initial SMA fee shall be invoiced upon the earlier of; i) completion of all testing of the Licensed Program; or ii) the Licensed Program being placed in production. The annual SMA fee is payable in advance and shall remain the same as the previous year unless Customer is provided written notice of price change ninety (90) days prior to the expiration of the then-current term. Annual increases shall not exceed standard CPI from the current year fees for SMA. The annual fee will increase if Customer purchases additional Licensed Programs. Fees for SMA on new licenses acquired shall be applied at the same rate. If the price change is unacceptable to Customer, the Agreement will hot renew if Customer so informs Hansen in writing no later than thirty (30) days prior to the end of the then- current term for SMA. 3.2.4 Hardware. Fees for Hardware (if any) pursuant to Exhibit "A" hereto shall be invoiced upon execution of this Agreement. 3.2.5 Negotiated Purchases. Purchases that have negotiated payment terms and conditions, including those that are based upon payment milestones, shall be listed on Exhibit "A" attached hereto and mutually agreed by both parties. 4. Use of Licensed Programs 4.1 Internal Use. Customer shall have a non-exclusive, non-transferable license to use the Licensed Programs as more specifically described in Exhibit "A" hereto, only for the number of Authorized Users specified in Exhibit "A" hereto, and subject to the restrictions of this Section 4. Customer's right to use the Licensed Programs, and use of the Documentation in connection therewith, is restricted to internal installation and use of the Licensed Programs in accordance with the applicable product-specific software license and use restrictions set forth in the Exhibits attached hereto and only for Customer's internal data processing requirements. Customer shall not sell, sublicense, rent, lease, or otherwise transfer the Licensed Programs, or make the Licensed Programs available in any form, to any third party, except as permitted herein. 4.2 Reverse Engineering. Customer shall not modify the Licensed Programs. Customer shall not cause, and shall not permit, the reverse engineering, disassembly, decompilation, translation or adaptation of the Licensed Programs, except to the extent expressly authorized by applicable law notwithstanding this limitation. Customers shall use best efforts to prevent its employees and contractors from violating this provision. Hansen shall own all rights in any copy, translation, modification, adaptation, or derivative work of the Licensed Programs, including the Documentation and Source Materials, and Customer hereby assigns all rights to them (including moral rights) to Hansen. ' Hansen Master Agreement Version 06-01-06 Carlsbad Page 2 OF 8 Initial ___ _ Contract #US-C06003dj