HomeMy WebLinkAboutN. Harris Computer Systems dba NorthStar Utilities Solutions; 2024-01-09;City Attorney Approved Version 4/24/2023
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AGREEMENT FOR SILVERBLAZE IMPLEMENTATION (ON PREMISE) SERVICES
N. HARRIS COMPUTER CORPORATION DBA NORTHSTAR UTILITIES SOLUTIONS
THIS AGREEMENT is made and entered into as of the ______________ day of
_________________________, 20___, by and between the City of Carlsbad, California, a
municipal corporation, ("City"), and N. Harris Computer Systems dba NorthStar Utilities Solutions,
an Ontario, a Canadian corporation, ("Contractor").
RECITALS
A. City requires the professional services of a vendor that is experienced in
implementation services for SilverBlaze.
B. Contractor has the necessary experience in providing professional services and
advice related to implementing SilverBlaze.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Paragraph 4 and attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement’s terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date first above
written.
4. PROGRESS AND COMPLETION
a. The work for any project granted to Contractor pursuant to this Agreement will begin
within ten (10) business days after receipt of notification to proceed by City and the
parties will cooperate to complete all Services hereunder (“Completion of Services”)
within the time specified in the Task Description for the project (see paragraph 5 below).
b. In order to achieve the Completion of Services, Contractor agrees, subject to the terms
and conditions of this Agreement, to perform the following services (the “Services”) for
the City in accordance with the relevant Scope of Work:
i. Oversee and implement the conversion from the City’s existing software
applications to Contractor’s software (“Software”).
ii. Install the Software and perform necessary set up and configuration operations.
iii. Provide training.
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c. Contractor recommends a maximum of ten (10) people in each training class for optimal
training. In any training class exceeding ten (10) people, City may be assessed an
additional charge for additional instructors.
i. City is required to make copies of the training manuals required for the training
class either by photocopy or electronic duplication each of which is subject to the
restrictions and obligations contained in this Agreement.
ii. On-line reference documentation is delivered with each release. City may print this
documentation solely for its internal use.
iii. Cancellation of any on-site Services by City is allowed for any reason if done in
writing more than fourteen (14) business days in advance of such Services. City
will be billed for any non-recoverable direct costs incurred by Contractor that result
from a cancellation by City with fourteen (14) business days or less of scheduled
on-site Services. Additionally, City hereby acknowledges that cancellation of on-
site Services means that such on-site Services will be rescheduled as Contractor’s
then current schedule permits. Contractor is not responsible for any delay in City’s
project resulting from City’s cancellation of Services. If upon Contractor arrival, the
City is not adequately prepared or has not completed the assigned tasks for such
visit by Contractor, then the City will be billed 100% of the on-site fee and
scheduled on-site Services can be cancelled by Contractor. If additional Services
are required because the City was not adequately prepared, Contractor will provide
a Change Order to the City for the additional Services.
d. The Statement of Work describes in greater detail the Services, the method by which the
Services shall be performed and other obligations on the part of the two parties. To the
extent that the Statement of Work more explicitly details the Services or the obligations
of a party, then those details shall prevail over any other document that is less explicit.
Any warranties or representations on the part of Contractor in the Statement of Work are
provided for information purposes; the only warranties and representations provided by
Contractor in respect of the Services and this Agreement are herein.
e. Performance by Contractor
i. Manner of Performance -- Contractor shall perform the Services in an efficient,
competent and timely manner and exercise reasonable care, skill and diligence
in the performance thereof.
ii. Contractor’s Discretion -- Contractor shall determine in its sole discretion the
manner and means by which the Services shall be performed, with due
consideration of adequate knowledge transfer to the City personnel. Contractor
will communicate openly with the City on its methodology, manner and means.
iii. Conduct on City’s Premises -- The Services shall be performed with the City’s full
co-operation, on the premises of the City or, if agreed to by both parties, at an
alternative location. Contractor agrees, while working on the City’s premises, to
observe the City’s rules and policies relating to the security thereof, access to or
use of all or part of the City’s premises and any of the City’s property, including
proprietary or confidential information. Contractor agrees that when it is working
on the City’s premises, its personnel shall observe the City’s administrative and
ethics codes relating to the security, access or use of all or part of the City’s
premises and any of the City’s property, including proprietary or confidential
information.
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iv. Inquiries by City -- Contractor shall respond expeditiously to any inquiries
pertaining to this Agreement from the City.
v. Independence -- As an independent consultant, City retains Contractor on an
independent contractor basis and not as an employee. Coordination of Services -
- Contractor agrees to work closely with City staff in the performance of Services
and shall be available to City’s staff, consultants, and other staff at all reasonable
times.
vi. Maintenance and Inspection -- Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Contractor shall allow a representative of
City, during normal business hours, to examine, audit, and make transcripts or
copies of such records and any other documents created, pursuant to the
Agreement. Contractor shall allow inspection of all work, data, documents,
proceedings, and activities related to the agreement for a period of two (2) years
from the date of final payment under this Agreement unless Contractor is required
to maintain such records pursuant to any law or regulation.
f. Performance by City
i. Co-operation by City -- The City acknowledges that the success and timeliness of
the implementation process shall require the active participation and
collaboration of the City and its staff and agrees to act reasonably and co-
operate fully with Contractor to achieve the Completion of Services.
ii. Required Programs -- The City acknowledges that the use of the Software
requires that the City obtain and install additional required software programs
(the “Required Programs”), as detailed in any Software License Agreement or
other Agreement or Appendix hereto, and the City agrees that the acquisition of
the Required Programs shall be at its sole cost and that the cost thereof is not
included in the fees herein. The City further acknowledges that the operation of
the Software requires the City’s hardware to be of sufficient quality, condition and
repair, and the City agrees to maintain its hardware in the appropriate quality,
condition and repair at its sole cost and expense, in order to facilitate the
achievement of Completion of Services. If the City has not properly installed the
Required Programs on hardware of sufficient quality, condition and repair,
Contractor shall have the right to suspend the Services and the related
scheduled time frames until these issues have been dealt with by City sufficiently
and to Contractor’s reasonable satisfaction.
iii. Project Manager -- The City shall appoint a project manager (the “Project
Manager”) who shall work closely with Contractor to facilitate the successful
completion of the implementation process and who shall be responsible for
supervising the staff of the City and their co-operation with and participation in
such process.
iv. Additional City Obligations
If City has an existing Support and Maintenance Agreement for Software
contemplated herein, City shall install all Updates within a reasonable period
of time of City’s notification of their availability. However, any fix or correction
designated as “critical” by Contractor shall be implemented by City within
thirty (30) days of notification to the City by Contractor of its availability.
City shall notify Contractor of suspected defects in any of the Software
supplied by Contractor. City shall provide, upon Contractor request, additional
data deemed necessary or desirable by Contractor to reproduce the
environment in which such defect occurred.
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City shall allow the use of online diagnostics on the Software supplied by
Contractor to City, if required by Contractor during problem diagnosis. City
shall provide to Contractor, at City’s expense, access to the City’s platform
and operating system environment which is operating the Software
(“Designated Computer System”) via the City’s firewall to communications
software (e.g. PC Anywhere, WebEx, Web Demo).
City shall ensure that its personnel are, at relevant stages of the project,
educated and trained in the proper use of the Software in accordance with
applicable Contractor manuals and instructions. If City’s personnel are not
properly trained as mutually determined by Contractor and City, City agrees
that such personnel will be trained by Contractor or City within fifteen (15)
days of determination. If City desires Contractor to perform the required
training then Contractor shall be compensated in accordance with this
Agreement.
City shall establish proper backup procedures necessary to replace critical
City data in the event of loss or damage to such data from any cause and
despite anything in this Agreement or the Statement of Work to the contrary,
Contractor is absolved from any requirements regarding the backup of any
data. City shall provide Contractor with access to qualified functional or
technical personnel to aid in diagnosis and to assist in repair of the Software
in the event of error, defect or malfunction.
City shall not permit any third party to provide any services during the term of
this Agreement where that third party shall have direct access to or provide
services in relation to the Software or any Third-Party Software without
Contractor’s prior written consent.
v. City shall have the sole responsibility for:
the performance of any tests it deems necessary prior to the use of the
Software.
assuring proper Designated Computer System installation, configuration,
verification, audit controls and operating methods.
implementing proper procedures to assure security and accuracy of input and
output and restart and recovery in the event of malfunction.
timely upgrade and keeping current all third party license releases and/or
Software products to meet the requirements of the Software.
g. Change Order. With respect to any proposed changes to the Services defined by this
Agreement that do not materially impact the scope of either party's work effort required
under this Agreement, the parties will cooperate in good faith to execute Change Orders
in respect thereof, and will not unreasonably withhold approval of such proposed
changes. If either party causes or requests a change that, in the reasonable opinion of
the other party, materially impacts the scope of the parties' work effort required under
this Agreement, such as, but not limited to, changes in the allocation of the resources
of the City and of Contractor applied to a task, changes in completion schedules for
individual tasks or for overall implementation, and changes in staffing that require a party
to provide additional work hours, the other party may propose a change to cover the
additional work effort required of it. Approval of any such proposed changes will not be
unreasonably withheld (it being acknowledged that any such material changes may
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require modifications to the consideration paid, and timelines governing, the Services),
and any disputes regarding changes shall be handled initially by discussions between
the parties which will be convened in good faith by the parties to resolve any such
matters in dispute.
5. COMPENSATION
a. The total fee payable for the Services to be performed during the initial Agreement term
will be eighty-one thousand six hundred twenty-seven dollars ($81,627.00). No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. Incremental payments, if applicable, should be made as
outlined in attached Exhibit "A".
b. The City agrees to reimburse Contractor for its travel, lodging, per diem and other out of
pocket expenses as and if set out in any SOW.
c. During the term of this Agreement, Contractor shall, from time to time, deliver invoices to
City. Each invoice delivered to City by Contractor shall be due and payable upon receipt
thereof by City.
d. In the event City fails to pay all or any portion of an invoice on or before ninety (90) days
after the date it becomes due, in addition to all other remedies Contractor has under this
Agreement or otherwise, Contractor shall have the option to suspend or terminate all
Services under this Agreement. Suspension or termination of any such Services shall not
relieve the City of its obligation to pay its outstanding invoices, including any applicable
late charges.
f. Contractor shall be responsible for paying all taxes, fees, assessments and premiums of
any kind payable on its employees and operations. Any tax Contractor may be required to
collect or pay upon the delivery of the Services described in this Agreement shall be paid
by City and are excluded from the prices listed in Exhibit “A” and such sums (including the
payment of the taxes) shall be due and payable to Contractor upon receipt of an invoice
therefore. Any taxes levied after delivery of the Services described in this Agreement shall
be paid by City. For the sake of clarity, all of the fees listed in this Agreement are not
inclusive of any applicable taxes: the City shall be responsible for the payment of any
applicable duties and sales/consumption taxes. City warrants that there are no additional
county/city/municipal style taxes that apply to any of the Services, Support Services or
Licenses or that are in relation to income taxes payable by Contractor’s employees.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City’s election, City may deduct the indemnification amount from any balance
owing to Contractor.
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7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS; Warranty
a. The City reserves the right to employ other Contractors in connection with the Services.
b. Express Warranties. Contractor warrants that the Services will be performed in
professional and diligent manner by personnel who are competent in performing
their individual tasks. Contractor shall have no liability hereunder if the City has
modified the Software in any manner without the prior written consent of
Contractor.
c. No Other Warranties. The express warranties contained above are in lieu of all
other representations, warranties and conditions, express or implied, whether
arising by statute or otherwise in law or from a course of dealing, or usage of
trade. Without limiting the generality of the foregoing, Contractor does not represent or
warrant and the City acknowledges that there are no further representations or warranties,
whether express or implied, including any warranties regarding the merchantability of the
Services nor for any outcome.
9. INDEMNIFICATION; LIMITATION OF LIABILITY
Contractor agrees to defend at its own cost, indemnify and hold harmless the City and its officers,
officials, employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein caused by
any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City’s self-administered workers’
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
The City and Contractor recognize that circumstances may arise entitling the City to damages
for breach or other fault on the part of Contractor arising from this Support and Maintenance
Agreement. The parties agree that in all such circumstances the City’s remedies and
Contractor’s liabilities will be limited as set forth below and that these provisions will survive
notwithstanding the termination or other discharge of the obligations of the parties under this
Support and Maintenance Agreement.
A. EXCEPT FOR CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF CONTRACTOR FOR BREACH OR DEFAULT BY CONTRACTOR OR
OTHERWISE IN CONNECTION WITH THIS SUPPORT AND MAINTENANCE AGREEMENT,
INCLUDING A BREACH OR DEFAULT ENTITLING THE CITY TO RESCIND OR BE
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DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE
AGREEMENT, THE CITY’S EXCLUSIVE REMEDY, IN ADDITION TO ELECTING IF SO
ENTITLED TO RESCIND OR BE DISCHARGED FROM THE PROVISIONS OF THIS
SUPPORT AND MAINTENANCE AGREEMENT, SHALL BE PAYMENT BY CONTRACTOR OF
THE CITY’S DIRECT DAMAGES TO A MAXIMUM AMOUNT EQUAL TO, AND CONTRACTOR
SHALL IN NO EVENT BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID
BY THE CITY TO CONTRACTOR UNDER THIS AGREEMENT DURING THE THEN-
CURRENT TERM (NOT TO EXCEED 12 MONTHS) OF THE AGREEMENT UP TO AND
INCLUDING THE DATE OF TERMINATION.
B. IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL CONTRACTOR BE
LIABLE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF
CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, CONTRACTOR SHALL NOT BE LIABLE FOR
LOST PROFITS, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS,
OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR FOR ANY CLAIM
WHATSOEVER AGAINST THE CITY BY ANY OTHER PARTY.
C. CLAUSES (A) AND (B) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR
ACTION BY THE CITY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION
UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO,
BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor’s
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating
in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
“occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
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10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without providing notice pursuant to industry standards.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor’s records. It is specifically understood that Contractor’s software
is licensed, not sold, and that no ownership of software is transferred under this Agreement.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
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15.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Maria Callander Name Jerry Rahon
Title IT Director Title VP, Sales & Marketing
Department IT Address 1 Antares Dr.
City of Carlsbad Ottawa, ON K2E 8C4 Canada
Address 1635 Faraday Ave. Phone No. 1-714-335-9700
Carlsbad, CA 92008 Email jrahon@harriscomputer.com
Phone No. 442.339.2454
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16.CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests as required in the City of Carlsbad Conflict of Interest Code.
Yes No
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
17.GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18.DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
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19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
a. Except for those terms that explicitly survive the expiration or termination of this
Agreement, this Agreement shall expire upon the Completion of Services. The parties may at any time revive this Agreement so that it may be used in relation to a new
Statement of Work.
b. If Contractor should neglect to perform the Services properly or otherwise fail to comply
with the requirements of this Agreement, the City must notify Contractor in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, Contractor must
either correct the default at no additional cost to the City, or issue a written notice of its
own disputing the alleged default, in either case within thirty (30) days immediately
following receipt of a Default Notice. If Contractor fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following
receipt of the Default Notice, the City may terminate the whole of this Agreement or the
part of this Agreement relating to the provision of Services and in such case will be
responsible for payment to Contractor of only that part of the fee earned by Contractor for those Services performed up to the time of communication of such notice of
termination to Contractor.
c. If the City should fail to comply with its obligations under this Agreement, Contractor
must notify the City in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, the City must correct the default at no additional cost to Contractor, or
issue a written notice of its own disputing the alleged default, in either case within thirty
(30) days immediately following receipt of a Default Notice. If the City fails to correct the
default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, Contractor may terminate the whole of this
Agreement and in such case the City will be responsible for payment to Contractor of
only that part of the fee earned by Contractor for that part of the Services performed in
accordance with this Agreement up to the time of communication of such notice of termination to the City.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
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22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement nor any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of City, which shall not be unreasonably withheld. The Agreement shall inure to the benefit of
and be binding upon the parties to this Agreement and their respective successors and
permitted assigns.
25. FORCE MAJEURE
Neither party shall be liable for delay or failure in performance resulting from acts beyond the
control of such party including, but not limited to, acts of God, acts of war or of the public
enemy, riots, fire, flood, pandemic or other natural disaster, acts of government, strike, walkout,
communication line or power failure, failure in operability or destruction of the Organization’s
computer (unless by reason of the negligence of a party to this Agreement) or failure or
inoperability of any software other than the Software. Any applicable delivery schedule shall be
extended by a period of time equal to the time lost because of any such delay.
26. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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27. AUTHORITY
The individuals executing this Agreement 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 Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Assistant City Manager
(print name/title)
ATTEST:
By:
(sign here) SHERRY FREISINGER
City Clerk
(print name/title)
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 Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President 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:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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Jerry Rahon VP, Sales & Marketing
ControllerMervyn Goddard
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for
EXHIBIT “A”
Statement of Work (SOW):
SilverBlaze Implementation (On Premise)
City of Carlsbad
May 19, 2023
Version 1.0
SOW VALID UNTIL: August 23, 2023
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NORTHISTAR™
UTILITIES SOLUTIONS
SOW – Carlsbad SilverBlaze Implementation
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Revision Control
Document Title: Carlsbad – SilverBlaze Implementation – On Premise Service SOW
Version Date D-M-Y Author Details / Comments
1.0 18-05-2023 Andrea Evans Initial version of the document.
2.0 05-06-2023 A. Evans Pricing Revision
3.0 06-07-2023 A. Evans Redlines reviewed and/or accepted/declined/
altered/commented
4.0 13-09-2023 A. Evans Further redline revision – access clarification
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Contents
1. Overview .................................................................................................................................... 4
2. Executive Summary .................................................................................................................... 4
3. Objective .................................................................................................................................... 4
4. Project Scope .............................................................................................................................. 5
4.1 Supported Integrations ............................................................................................................. 6
4.2 Customer Portal Project ............................................................................................................ 7
4.3 Customer Portal Deliverables .................................................................................................... 8
4.4 Smart Forms Project ............................................................................................................... 10
5. Responsibilities ........................................................................................................................ 12
5.1 NorthStar Responsibilities ....................................................................................................... 12
5.2 Carlsbad Responsibilities......................................................................................................... 12
6. Roles and Responsibilities ......................................................................................................... 14
6.1 Carlsbad Roles and Responsibilities ......................................................................................... 14
6.2 NorthStar Roles and Responsibilities ....................................................................................... 15
7. Training .................................................................................................................................... 16
8. Change Management Process ................................................................................................... 17
9. Estimated Timeline ................................................................................................................... 18
10. Areas Out of Scope ................................................................................................................... 19
11. Project Assumptions ................................................................................................................. 19
12. Fees & Payment Schedule ......................................................................................................... 21
12.1 Fees .................................................................................................................................. 21
12.2 Payment Schedule ............................................................................................................. 22
12.3 Travel and Living Expenses ................................................................................................ 23
13. Termination ............................................................................................................................. 24
14. Project Approval ....................................................................................................................... 25
Appendix A – SilverBlaze – Functionality Included in Scope ............................................................... 26
Appendix B – SilverBlaze – Functionality Not Included in Scope ......................................................... 37
Appendix C – SilverBlaze – Customer Portal Requirements ................................................................ 38
Appendix D – License Terms & Agreement ........................................................................................ 41
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SOW Customer Portal & Smart Forms for Utilities Implementation
1. Overview
This Statement of Work (SOW) dated May 19, 2023 defines the work to be performed by NorthStar
Utilities Solutions, hereafter referred to as “NorthStar,” an unincorporated division of N. Harris
Computer Corporation, for Carlsbad to implement the NorthStar’s SilverBlaze customer web portal
platform. This SOW includes a high-level timeline, fees, scope, and other terms and conditions specific
to the services requested by Carlsbad. Except as expressly set forth herein, this SOW is performed
pursuant to the terms and conditions of the Master Agreement for Utility Billing System and Bill
Presentment Systems Upgrade entered on or about March 11, 2019 (“Master Agreement”); provided,
however, that sums due and payable under this Statement of Work are in addition to and separate
from any and all fees paid or payable under that Master Agreement.
The purpose of this document is to define the scope of work being provided, the project deliverables,
and the payment terms and conditions.
2. Executive Summary
Carlsbad has engaged NorthStar to implement the SilverBlaze Customer Portal for Utilities and the
SilverBlaze Smart Forms for Utilities products at Carlsbad. Included are a high-level description of project
scope, with NorthStar / Carlsbad roles and responsibilities, proposed solution architecture, detailed
action items and assignment of tasks, high-level project schedule and additional customer requirements.
3. Objective
The overall project objective is to provide Carlsbad with a ‘customer presentment’ solution that will
allow their customers to securely log in and view, monitor and manage their account information,
interval data and historical billing and payments.
The high-level objectives of this project are to:
• Install, configure, and implement core SilverBlaze solution defined in section 2 and appendix A.
This solution will be installed on a Carlsbad On Premise Service server.
• Deliver system training intended to develop core team user competency with the use and
configuration of the SilverBlaze solution.
Changes to this document shall be made through a change management process as described in Section
8 of this SOW.
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4. Project Scope
ALL ACTIVITIES TO BE PERFORMED REMOTELY.
The project will involve the delivery of the SilverBlaze Customer Portal for Utilities and the SilverBlaze
Smart Forms for Utilities products with feature functionality as defined in Appendix A – SilverBlaze –
Functionality Included in Scope. The solution will be deployed on Carlsbad ON PREMISE Service.
The following are the vendors included as part of this project:
Third Party Vendor Type Third Party Vendor Name
Portal Provider NorthStar CC6
Bill Print Provider InfoSend
Payment Processor Invoice Cloud
IVR Provider Invoice Cloud
AMI Provider Itron
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4.1 Supported Integrations
Integration to the Billing Data
To ensure that the customer is presented with their most up to date and historical billing information,
SilverBlaze integrates directly to the NorthStar CIS for billing data. This integration is also completed
using web services and creates a logical separation from SilverBlaze and the NorthStar CIS to ensure that
security concerns are considered and respected.
Integration with Bill Print Viewer
For this implementation it has been identified that Carlsbad will be using SSRS to provide individual PDFs for each
account. As such, SilverBlaze will retrieve the PDF bills from NorthStar SSRS for online presentment.
Integration with Online Payment Provider Partner
With one of our certified payment providers, the SilverBlaze online integration will assist Carlsbad with
being able to accept credit cards and electronic checks quickly and securely. Carlsbad’s online payment
processor is Invoice Cloud. As such, SilverBlaze will interface with Invoice Cloud to offer online payment
transactions. Payment types included in scope are Credit Card, and eCheck (US Only).
Interval Usage Display
For this implementation it has been confirmed that Carlsbad uses Itron. As such, SilverBlaze will retrieve
the interval usage data via the third-party REST API. No changes to the delivered NorthStar REST API are
included in scope.
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4.2 Customer Portal Project
The scope of the Project is to provide Carlsbad with the following aspects of the Customer Portal.
Description Comments Responsible
Customer Portal
Configuration Workshop
Session
NorthStar will work with Carlsbad to determine
functionality based on in scope integration
requirements, capabilities, and configurations to deliver
the SilverBlaze portal. NorthStar assumes the
responsibility for capturing, documenting, and
managing the above activities. If errors in scope,
requirements or estimation occur, they are subject to
review by NorthStar and may require a change request.
Carlsbad to complete the Configuration Workshop
Questionnaires prior to the workshop: after these have
been reviewed with NorthStar, and mutually signed off,
any changes will require a change order and may result
in additional costs and a timeline extension.
NorthStar /
Carlsbad
Install and configure
Customer Portal for
Utilities software
NorthStar will install and configure the customer portal
specific to Carlsbad requirements. The portal will
feature rich web presentment of “My Account”
information to metered residential and commercial
Water/Sewer/Trash customers of Carlsbad, including
graphical display features, historical reporting, and
customer comparison analytics.
NorthStar
SilverBlaze Customer Portal
CIS Integration
SilverBlaze will provide real-time data integration with
NorthStar CIS 6.6.x utilized by Carlsbad using
SOAP/WSDL web service APIs. CIS integration will
provide usage, billing and payment history and
customer analytics.
NorthStar
E-Bill and Bill Integration NorthStar will configure e-bill presentment, including
bill history, and paperless opt in/out via SSO integration
with payment portal provider (Invoice Cloud).
Bills will be presented in PDF format.
NorthStar
Payment Integration NorthStar will configure online Payment processing via
SSO integration with payment portal provider (Invoice
Cloud).
NorthStar
AMI/MDM Integration SilverBlaze will provide data integration with the MDM
data repository (Itron) utilized by Carlsbad, for smart
meter data web presentment, including daily and
hourly usage graphical display. Data integration would
be provided via real-time API web service integration
(will access Itron and act as a proxy).
NorthStar
SilverBlaze Customer Portal
CSR Support
NorthStar will create a portal account for Carlsbad
Customer Service Representatives (CSRs) to assist
customers during the online experience. CSRs will have
NorthStar
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Description Comments Responsible
various administrative options to assist customers reset
passwords, secret question management and other
profile management tasks.
SilverBlaze Customer Portal
Site Administration
NorthStar will create a portal account for Carlsbad
Administration to easily customize and manage utility
customer portal corporate branding, messaging, and
content, as well as configure notifications,
communications, user groups and access and engage in
solution monitoring.
NorthStar
SilverBlaze Customer Portal
CSR Training
NorthStar will provide training for Carlsbad Customer
Service Representatives (CSRs) on the SilverBlaze CSR
facility to assist customers during the online experience.
NorthStar
SilverBlaze Customer Portal
Administrator Training
NorthStar will provide training for Carlsbad staff on site
administration, to easily customize and manage
corporate branding, messaging, and content.
NorthStar
4.3 Customer Portal Deliverables
Setup Server & Install Software
Description Comments Responsible
Install hardware (on
premise)
Carlsbad to setup a server connected to the Internet. As
per the specifications listed in Appendix C.
Carlsbad will provide remote access to this server to the
SilverBlaze team for the duration of the project where
NorthStar can install and configure the solution as
required.
Carlsbad /
NorthStar
Install/Configure App
Server
NorthStar to install and configure the Application
Server.
NorthStar
Install & Configure Web
Server
NorthStar to install and configure the HTTP Server
software.
NorthStar
Install & Configure Web
Server Plugin
NorthStar to install and configure the Web Server
plugin software.
NorthStar
Install & Configure
Database
NorthStar to install and configure Database software
and load the Customer Portal database.
NorthStar
SilverBlaze Customer Portal
Deployment Package
Preparation
NorthStar to setup configuration settings specific to
customer portal requirements. Create customer theme
and HTML content.
NorthStar
SilverBlaze Smart Forms
Deployment Package
Preparation
NorthStar to setup configurations settings specific to
smart forms requirements. Apply customer theme and
HTML content.
NorthStar
SilverBlaze Customer Portal
Folders
NorthStar to setup transfer folders and scheduled jobs
for nightly data import/export of data, for Biller Files
and Bill Presentment as required.
NorthStar
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Description Comments Responsible
Email Server Availability
(On Premise)
Carlsbad to provide access to an email server so that
SilverBlaze Customer Portal can send email notifications
to customers in the public domain. Needs to relay
messages as required. Carlsbad is otherwise responsible
for the administration of this server including, but not
limited to, whitelisting, blacklisting, sizing, throttling,
etc.
Carlsbad
Host Configuration
Description Comments Responsible
Define site hostname Carlsbad to register required domain names for
customer portal.
Carlsbad
SSL Certificate for site NorthStar to provide SSL certificate request for secure
site access.
Carlsbad responsible for purchasing SSL certificate from
certification authority (i.e., Verisign).
NorthStar to install purchased certificate to web server.
Certificate will be a wildcard certificate that resides on
Carlsbad’s F5 loadbalancer.
Carlsbad /
NorthStar
Verify email working NorthStar to test email flow and verify receipt. NorthStar
Customer Portal
Description Comments Responsible
Determine Registration
page criteria
Carlsbad to determine what information will be
required by customers to register new web accounts.
Carlsbad
Customer service/support
emails and notification lists
Carlsbad to provide a list of customer service or support
emails that will get notified for site issues.
Carlsbad
Customize content for
portal pages
Carlsbad to review content text and provide updates to
NorthStar team to apply to the site.
Carlsbad
Account Master (ACCMST)
Integration
SilverBlaze integration points for customer account and
service details using the as is standard NorthStar Web
Service APIs.
NorthStar
Payment History (PAYHIST)
Integration
SilverBlaze integration points for customer transaction
history (debit & credit) details using the as is standard
NorthStar Web Service APIs.
NorthStar
Water Consumption ()
Integration
SilverBlaze integration points for customer Water billed
meter service consumption details using the as is
standard NorthStar Web Service APIs..
NorthStar
Portal User Profile
(USRMST) Integration
SilverBlaze integration points for portal user profile
updates using the as is standard NorthStar Web Service
APIs.
SilverBlaze integration points for paperless bill (Invoice
Cloud Only) and Electronic Bill Payment and
Presentment (EBPP - Paymentus Only) settings using
the as is standard NorthStar Web Service APIs.
NorthStar
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Description Comments Responsible
E-Bill History (BILLMST)
Integration
SilverBlaze integration points for customer bill history
details using the as is standard NorthStar Web Service
APIs.
NorthStar
E-Bill Image Presentment SilverBlaze integration points for customer bill PDF web
presentment using NorthStar Web Service APIs.
NorthStar
E-Bill Notification Managed by Invoice Cloud or NorthStar CIS NorthStar /
Invoice Cloud /
Carlsbad
Online Payment Integration SilverBlaze to provide integration points for customer
payment processing using payment portal (Invoice
Cloud) Web Service APIs.
NorthStar
Email Template
customization
Carlsbad to provide specific Subject line, salutation, and
signature line for email notification templates.
Up to 6 (six) as is standard templates can be used.
Carlsbad /
NorthStar
Setup Test Server NorthStar to setup a test server environment for
ongoing support and upgrade testing.
This Test server will become the PROD server at go live
cutover.
After Go Live NorthStar to setup the final test server
environment for ongoing support and testing.
NorthStar
Testing
Description Comments Responsible
User Acceptance Testing
Support
Carlsbad to provide appropriate resources to test the
project and ensure functional requirements has been
met.
NorthStar to provide resources to apply changes as
required based on test results if there are issues that do
not match the agreed to configuration settings from the
Configuration Workshop. Changes that are outside of
these will require a change order and may result in
additional costs and a timeline extension.
Carlsbad /
NorthStar
Go-Live Support Carlsbad to set the host name and firewall to point to
the NorthStar server – (On Premise ONLY)
Carlsbad to test the live site as required.
NorthStar to support testing as required (On Premise
and Cloud).
Carlsbad /
NorthStar
4.4 Smart Forms Project
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The scope of the Project is to provide Carlsbad with the following aspects of the Smart Forms Solution
and as indicated in Appendix A.
Description Comments Responsible
NorthStar Smart Forms
Configuration Workshop
Session
NorthStar to provide results of their detailed smart
forms Configuration Workshop session conducted with
Carlsbad, to produce a high-level configuration of the
online forms, integration requirements and capabilities.
This includes documenting all vendor integrations
(vendor, software, software version and API type).
NorthStar assumes the responsibility for capturing,
documenting, and managing the above activities. If
errors in scope, requirements or estimation occur, they
are subject to review and may require a change
request.
NorthStar
Install and configure
NorthStar Smart Forms for
Utilities software
NorthStar will install and configure the Smart Forms
solution specific to Carlsbad requirements with rich
web presentment of customer web forms to residential
and commercial customers of Carlsbad.
NorthStar
NorthStar Smart Forms CIS
Integration
NorthStar will provide real-time data integration with
NorthStar CIS 6.6.x utilized by Carlsbad using
SOAP/WSDL/REST web service APIs.
NorthStar
NorthStar Smart Forms CSR
Training
NorthStar will provide training for Carlsbad CSRs on the
NorthStar Smart Forms CSR facility to manage customer
web form submissions.
NorthStar
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5. Responsibilities
5.1 NorthStar Responsibilities
• Assign NorthStar Project Manager to coordinate with the Carlsbad Project Managers
• Supply personal computer to the Consultant assigned to the Project with required software and
tools required to perform the deliverables!
• Assign Consultants to work remotely as required to perform the deliverables.
• Provide Carlsbad Project Managers weekly status reports to include all accomplishments, issues
and tasks assigned to the NorthStar team.
• To create and maintain a NorthStar specific project plan in conjunction with Carlsbad project
manager.
o This plan would be a component of Carlsbad project manager’s plan.
5.2 Carlsbad Responsibilities
• Assign Carlsbad Project Manager to coordinate with NorthStar Project Manager
• Assign relevant subject matter experts (SME) to the project.
• Carlsbad Project Manager is responsible for the overall project plan.
• Carlsbad Project Manager to provide NorthStar Project Manager weekly status reports on all
accomplishments, issues and tasks assigned to the Carlsbad team.
• Testing hardware components and environment
• Attend all training sessions provided.
• Conducting SilverBlaze Acceptance testing
• Leading Go LIVE activities.
• Timely completion of the SilverBlaze Configuration and Customization checklist
• Upgrade to latest CIS release in PRODUCTION and TEST prior to starting the project.
• Have a recently refreshed CIS Test environment available to connect to SilverBlaze
implementation.
• Carlsbad agrees not to use or permit use of the services, including by uploading, emailing,
posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace
or harass any person or cause damage or injury to any person or property, (b) involve the
publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy
rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk
mail”, “spam” or chain letters; (e) constitute an infringement or of intellectual property or other
proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. NorthStar
reserves the right to remove or disable access to any material that violates the foregoing
restrictions and/or to terminate the services in the event you violate any of the foregoing
restrictions. NorthStar shall have no liability to you if NorthStar takes such action. You agree to
defend and indemnify NorthStar against any claim arising out of a violation of your obligations
under this section.
For On Premise Projects
• Infrastructure must support both a fully functional Production and Test Environment.
• Purchasing MS-SQL license. See Appendix C.
• Purchasing an SSL certificate from a Certificate Authority (EX: Network Solutions). The SSL
certificate must have no interim certificates. See Appendix C. Certificate will be a
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wildcard certificate that resides on the City’s F5 load balancer.
• Ensuring NorthStar has direct, dedicated remote technical connection capabilities with
administration access to any server that the NorthStar non-production or pre-production
applications reside on for the duration of the SilverBlaze project.
o Screen resolution must be of a reasonable size for remote viewing.
• Sufficient size to be able to see the entire configuration screen without scrolling
and acceptable connection speed.
o Concurrent unsupervised access for a minimum of 2 (two) NorthStar Professional
Services resources – 24/7 is preferred.
o NorthStar’s list of preferred VPN solutions:
• Direct VPN tunnel
• GlobalProtect
• Zywall SecuExtender
• WatchGuard
• Ensuring that underlying infrastructure for SilverBlaze is acquired and installed by the required
time per the agreed upon project plan (Note: minimum specifications for servers and
workstations must be reviewed and agreed upon at the commencement of project per Appendix
C)
• Installing server with appropriate network connectivity – 1 GB minimum.
• Installing operating system and partitioning disk space. See Appendix C.
• Installing database software. See Appendix C.
• Creating users at the operating system level
• Installing Citrix connectivity for work that will be completed under this SOW and establish accounts for
staff identified by Northstar.
• Configuring back up and maintenance routines for new database
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6. Roles and Responsibilities
6.1 Carlsbad Roles and Responsibilities
Carlsbad resources will be necessary in order for NorthStar to complete the tasks of this project. While
NorthStar would prefer dedicated resources, we understand that business commitments often affect
the availability of all personnel. The following table indicates the NorthStar recommended roles and the
type of work that role would perform. Carlsbad may combine these roles as they determine best. See
Section 5.2.
Role Description Time
Required
Executive /
Project Sponsor
• Facilitates senior management involvement.
• Ensure team commitment.
• Participates in Steering Committee meetings.
• Defines overall project goals and objectives.
• Reviews critical business issues and serves and delivers final decisions.
• Reviews and approves change orders.
• Conflict Management
5%
Project Manager • Manages / monitors day-to-day project activities.
• Assigns and coordinates all customer specific implementation tasks.
• Leads the project team through open and effective communication.
• Endorses and executes detailed project plan and project schedule.
• Responsible for resolving problems and escalating problems owned by
Carlsbad.
• Communicate all material Project matters to NorthStar through the NorthStar
Project Manager
• Provides weekly project status reports and facilitates project management
meetings.
• Provides monthly projects status reports and facilitates steering committee
meetings.
• Rollout strategy and plan
• Ensure Carlsbad decisions are made in a timely manner.
• Notify NorthStar Project Manager in writing of any changes to the project
priorities.
• Provide reasonable and timely assistance as required for NorthStar to
complete its activities
25% -
50%
Core Team
Member
• Attend all training sessions that are relevant to area of expertise.
• Provide subject matter expertise as required.
• Participate in system requirements, processes and configuration.
• Develop documentation for all business processes and procedures.
• Review all existing data and cleanse as needed.
• Prepare test scripts.
• Testing of Business Processes
• Conduct User Acceptance Testing (UAT)
• Coordination and execution of End User testing and training
• Become the system expert.
• Become the first line of support for all internal employees
25% -
50%
Subject Matter • Provide subject matter expertise as requested by the Core Team 5% - 10%
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Role Description Time
Required
Experts • Participate in testing as requested by the Core Team
IT
• Provide infrastructure support as required.
• Provide data extraction support as required.
• Provide technical assistance as required
5% -10%
6.2 NorthStar Roles and Responsibilities
The following table indicates the roles of NorthStar personnel, as related to the Project and the type of
work that role will perform. Any staffing questions should be directed to the Professional Services
Project Manager. See Section 5.1.
Role Description
Executive
Sponsor
(Billable Service)
• Participate in steering committee/milestone calls on schedule and risk mitigation.
• Provide executive level review of project status.
• Responsible for overall executive management of project
• Responsible for NorthStar resources assigned to Carlsbad.
• Conflict resolution
• Point of escalation
Project
Manager
(Billable Service)
• Manages NorthStar project team, including detailed task assignments, and monitors project
progress.
• Responsible for resolving problems and escalating problems owned by NorthStar.
• Works with Carlsbad project manager to ensure project fulfills business needs.
• Coordinate between NorthStar and Carlsbad project manager to ensure communications
are clear.
• Monitor project plan and schedule, maintains and updates throughout the project.
• Tracks project milestones and reports status to Carlsbad on a scheduled basis
• Identifies, documents, manages, and notifies Carlsbad of potential risks, assumptions, issues
and dependencies, and supplies mitigation recommendations.
• Executes project plan and monitors progress against the plan.
• Leads project status meetings as per agreed upon schedule.
• Co-ordinate transition to Support
Application
Consultant(s)
(Billable Service)
• Attends kick off meeting to understand Carlsbad Business Processes
• Delivers training.
• Conducts Configuration workshops with Carlsbad to assist with the configuration of the
system.
• Guides the Core Team through the setup and configuration of the core system.
• Provides support and assistance through User Acceptance Testing
• Provides support and assistance through go-live.
• Initiates change orders for all increases in scope during the implementation
Deployment /
Technical
Consultant(s)
(Billable Service)
• Set up Cloud training environment.
• Provides assistance with infrastructure requirements.
• Assist with data extraction (e.g., accounts for email notification)
• For Cloud ONLY provide infrastructure support
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7. Training
The following training will be provided by NorthStar:
NorthStar Server Administration Training will include:
• Up to 2 hours of training for two administrators.
• How the Application Server is configured.
• How to start and stop the services.
• How to find the logs and troubleshoot.
NorthStar Customer Portal Administration Training will include:
• Up to 2 hours of training for two administrators.
• How to manage users, navigation, language labels, and other administrative aspects of the
software.
• Location of various resources and assets on the file system.
• Troubleshooting.
• User Management
• Up to 2 hours of training for CSRs.
• Review site features and get CSR team familiar with how to use the site.
• Usually provided in two 1-hour group training sessions.
NorthStar Smart Forms Administration Training will include:
• Up to 2 hours of training for two administrators.
• How to manage users, navigation, and other administrative aspects of the software.
• Up to 2 hours of training for CSRs.
• Review site features and get CSR team familiar with how to use the CSR Dashboard.
• Usually provided in two 1-hour group training sessions.
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8. Change Management Process
NorthStar will maintain the SOW with formal documentation denoting agreed upon changes. Carlsbad
and NorthStar may propose changes to this SOW addressing services falling outside the scope of
services described in this SOW (“Change”). The Change Order form must be used for all change requests.
NorthStar shall have no obligation to commence work in connection with any change until the fee and
schedule impact of the change is agreed upon in a written Change Order form signed by the designated
representatives from both parties.
Upon identifying the need for a change, NorthStar shall submit the change on our standard Change
Order form describing the change, including the impact of the change on the schedule, fees, and
expenses.
Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate
acceptance or rejection of the proposed change by signing the Change Order form or any other period
mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar
shall proceed only with the original services. In the absence of Customer acceptance or rejection of the
Change Order, NorthStar will not perform the proposed change.
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9. Estimated Timeline
The sample duration of this engagement is approximately 14 weeks. The possibility and feasibility of a
reduced duration will be evaluated during the Customer preparation phase as it will depend on
availability of resources and involvement of Carlsbad team members. Adherence to the project plan and
timeline is critical. NorthStar will prepare a formal project plan and timeline. Carlsbad will review,
provide comments on, and provide NorthStar with approval of the project plan and timeline.
Timeline Phase Activities
Week 1 • Project Kick Off
• Customer Preparation
Week 2 • Completion of the Deployment and Configuration checklist by Carlsbad
Week 3 • SilverBlaze Installation Week 4
Week 5 • Payment Provider Installation & Configuration of pre-Production Environment Week 6
Week 7 • Configuration Workshop
• SilverBlaze Configuration Week 8
Week 9 • SilverBlaze Configuration Review with Core Team
• User Acceptance Testing & Issues Remediation
Week 10 • User Acceptance Testing & Issues Remediation
• SilverBlaze Administrator Training
Week 11 • Final User Acceptance Testing & Issues Remediation
• User Acceptance Testing Sign Off Delivered
Week 12 • Pre- Go LIVE Configuration & Testing
Week 13 • Go LIVE
• Post Go LIVE Support
• Create SilverBlaze non-production Instance
Week 14 • Post Go LIVE Support
• Transition to Support Services
There are several factors to consider that will have an associated un-planned increase in effort and will
therefore impact the project schedule. These factors are typically not determined until project kick-off
and will be a key input into the final Go LIVE date and may result in additional cost. NorthStar will notify
Carlsbad of any increase in effort and will provide Carlsbad with a Change Order according to section 4
Change Management Process. These factors include:
• Project Resourcing:
o If Carlsbad staff are unable to be dedicated to the agreed upon project plan, resulting in
an extension of the timeline, NorthStar will evaluate the need for a Change Order for
additional Project Management and dedicated support services to extend the project
timeframe.
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10. Areas Out of Scope
Anything in this section and not listed in the above “Project Scope” and below in “Appendix A” is
considered out of scope for this SOW. Specific items that are currently out of scope of this engagement
include:
• Auto pay (PAP) data migration
• Auto-reconnect functionality.
• Migrating User credentials to SilverBlaze.
• Ensuring Carlsbad is on the latest version of the NorthStar CIS in the Live and Test environments
prior to project kick-off.
• Refresh of NorthStar non-production database.
• Go LIVE cutover taking place outside of regular business hours. If the customer requires a Go
LIVE on a weekend or weekday evening outside of business hours, a change order for the
overtime work may be required.
• Training of Carlsbad’s customers.
• Customer Authentication
o Should Carlsbad be transitioning from a non-NorthStar legacy web portal to the
SilverBlaze solution, end consumer users who are already registered with the current
portal will be required to authenticate themselves and create new credentials for
SilverBlaze. User credentials from the current portal will not be migrated to SilverBlaze.
• Business Change Management as it relates to gaining portal adoption or acceptance amongst
the Carlsbad’s staff and/or customer base.
• All functionality listed in Appendix B – SilverBlaze – Functionality Not Included in Scope
11. Project Assumptions
The Services, fees and delivery schedule for this engagement are based upon the following assumptions:
• ANY ITEMS NOT EXPLICITLY IDENTIFIED WITHIN THIS DOCUMENT ARE CONSIDERED OUT OF
SCOPE. ANY CHANGES TO THOSE RESPONSIBILITIES AND/OR DELIVERABLES WILL BE
CONSIDERED A CHANGE IN SCOPE FOR THE ENGAGEMENT. ANY PROPOSED CHANGE TO THE
ENGAGEMENT SCOPE MUST BE PUT INTO WRITTEN FORMAT AND BE SUBMITTED TO
NORTHSTAR DURING THIS ENGAGEMENT FOR REVIEW AND CONSIDERATION.
• This engagement currently has, and will continue to have, the support of senior Carlsbad
management and will be assigned sufficient priority with respect to other project to ensure its
success.
• Carlsbad will assign a lead to act as an internal resource and guide throughout this engagement.
• Carlsbad will secure the appropriate staff in a timely fashion to discuss or review the various
materials produced when required.
• SilverBlaze has dependencies on NorthStar CIS database and code libraries being up to date on the
latest Release of CIS 6.6.x. Carlsbad will log TeamSupport tickets to coordinate any updates
required for the pre-production and production environments and/or data refreshes of the Test
environment under the Carlsbad’s current NorthStar Support Maintenance Agreements prior to
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the SilverBlaze project kick-off. If the environments are not on the latest versions and the
project schedule is delayed, additional costs may be incurred.
• Carlsbad will provide access and support from the IT group and any other stakeholder, as
deemed necessary by NorthStar throughout this engagement.
• Carlsbad agrees to facilitate any required Carlsbad Corporate logistics for the fulfillment of this
agreement.
• Carlsbad will secure, as required and in a timely fashion, the assistance and cooperation of third-
party vendors (e.g., CIS, AMI, Payment, Bill View) to ensure a successful SilverBlaze implementation.
A change control may be created if the third-party vendor is unavailable or
non-cooperative and as such results in an impact to the schedule or effort.
• Third party vendor solutions can provide information required by the SilverBlaze as well as
accept information provided by the SilverBlaze.
• All documentation provided by Carlsbad shall be up-to-date and accurate or if that is not the
case, advise NorthStar as such.
• All hardware, software, and network components supplied by Carlsbad are working properly, are
free of defects, and will meet minimum hardware standards provided during the engagement.
• CARLSBAD WILL PROVIDE APPROPRIATE REMOTE ACCESS VIA CITRIX TO ITS NETWORK AND
SYSTEMS AS MAY BE REQUIRED TO PERFORM ACTIVITIES FROM THE HARRIS NETWORK.
DURING THE IMPLEMENTATION, CARLSBAD WILL PROVIDE DIRECT, UNSUPERVISED ACCESS,
WITHOUT TIME RESTRICTIONS, AND ALLOWING MULTIPLE ACCOUNTS TO LOG IN TO THE
SAME SERVERS CONCURRENTLY. ANY SCREEN SHARING TOOL SUCH AS WEBEX AND GOTO
MEETINGS WILL NOT BE ACCEPTED AS A SUBSTITUTE.
• VPN access to Carlsbad’s network and systems will be limited to non-production and pre-
production servers directly related to the implementation of SilverBlaze. VPN access will only
granted by Carlsbad to NorthStar staff that have completed a Livescan background check
provided by the Carlsbad’s HR department; provided, however, that Carlsbad acknowledges
that no Canadian nationals or employees working under a Canadian work visa who are
assigned to the project can be required to submit to such background checks except
voluntarily, and the VPN access may be required for some such employees in order for the
project to proceed. For Northstar staff that are Canadian nationals that will require VPN
access, Northstar will provide a signed letter of attestation that outlines the background
process these staff members completed.
• Carlsbad uses Citrix for external access by NorthStar to their environments. Citrix is not a
standard VPN solution for NorthStar SilverBlaze projects. Citrix requires Carlsbad to provide
timely access for the SilverBlaze project team. This approach may result in NorthStar
incurring additional costs on the project that are not budgeted for in the SOW if:
1. Access to the environment is not granted in a timely manner and NorthStar consultants can not
complete their assigned tasks.
2. NorthStar consultants are not granted concurrent (multiple consultants) access.
o To mitigate this risk NorthStar will advise Carlsbad 24 hours in advance of needing access. Northstar
will provide Carlsbad a list of NorthStar staff that will require access prior to project kick off. As the
project progresses and different skillsets are required, the NorthStar list may change. NorthStar’s
project manager can communicate and work with Carlsbad’s project manager for advising on the
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requests, reasons for the request and share staff names and emails.
o If NorthStar encounters more than two (2) reported issues as per items 1 and 2 above, NorthStar will
issue a Change Order for the additional costs incurred for the delay(s).
o A delay will be considered as per items 1 and 2 above. If three (3) delays are encountered, NorthStar
and Carlsbad will discuss a plan moving forward, or Carlsbad will be required to provide direct VPN,
remote access to NorthStar to continue with the project.
o NorthStar will endeavour to proactively advise Carlsbad if a delay occurs to allow Carlsbad the
opportunity to resolve.
o At any given time, only two NorthStar staff will be able to concurrently access the same Carlsbad
server.
• Price does not include Carlsbad approved travel and living expenses that may be required as part
of the delivery of the engagement unless specified in the contract (i.e., air, car rental, gas, per
diem and hotel). NorthStar will work with Carlsbad to identify most cost-effective
accommodations for Carlsbad on-site activities that are mutually agreed upon.
• Carlsbad resources will be available as required for Acceptance Testing. It is expected that the
individuals identified will have experience in the day-to-day operations and will work closely with
the NorthStar Consultant to resolve issues as required. The main purpose for this interaction is to
provide a quick and consistent response to procedural issues so that the NorthStar Consultant is
not required to contact many Users.
• Once the initial installation of NorthStar has been completed and connectivity has been confirmed,
NorthStar strongly recommends that the environment remains static for the duration of the project.
Troubleshooting performance or NorthStar functionality issues, resulting from environment
changes, such as operating system updates and network modifications, is considered outside the
scope of the migration project. Carlsbad will be issued a project change order for time incurred
reviewing such issues. If at any point, it is confirmed that the issue is caused by NorthStar, all service
charges will be waived.
• Carlsbad is responsible for having an Online Payment Provider agreement in place prior to the start
of this SilverBlaze Implementation. The Online Payment Provider agreement is in support of this
specific SilverBlaze implementation.
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12. Fees & Payment Schedule
12.1 Fees
SilverBlaze Implementation – On Premise
Total
Maintenance
SilverBlaze License
Discount
$70,000
-($70,000) $200*
Professional Services
- Project Management
- Installation & Configuration
- Acceptance Testing Support
- Go LIVE Cut Over
- Post LIVE Support
$81,427
Integration with NorthStar CIS
N/C
Integration with Third Parties
- Invoice Cloud
- InfoSend
N/C
Services Total $81,427
Project Total $81,427 $200
Totals $81,627
*Maintenance charges listed are in addition to any current maintenance on the Customer Connect portal.
Moving forward, Carlsbad annual customer portal maintenance will now be $16,054.
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12.2 Payment Schedule
The NorthStar fees for the scope of services described in this Statement of Work is $81,427 USD based on
fixed price plus any travel and logistics (T&L) which may be required. Any mutually agreed upon change
controls will be billed at the standard NorthStar hourly rate when incurred. Price excludes any applicable
taxes.
Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and
would need to be reassessed and re-quoted if still required.
Any additional scope will be added to the agreement as an amendment and will be charged at NorthStar’s
current hourly rate at the time the services are to be rendered.
Professional Services
1. 40% on SOW signing.
2. 30% on installation of SilverBlaze software in the customer environment on a non-production or
pre-production server.
3. 15% on move to LIVE production environment.
4. 15% 35 business days post go-live.
License
1. 100% - 0$ on SOW signing.
Maintenance
• Maintenance fees of $200 are initially payable on installation to a non-production
environment and annually at $16,054 thereafter.
Invoices are payable upon receipt.
Delays in milestones attributable primarily to customer action or inactions will not delay payments for milestone
but will extend the time for such milestone deliverables for an amount of time equivalent to the delay.
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Engagement Completion Criteria
The Engagement is deemed completed once the SilverBlaze application has been deployed to the live
environment for thirty (30) business days and that any Priority 1 items raised during that period have
been resolved. NorthStar has the exclusive right to classify call types according to the definitions below.
Carlsbad will transition to Support 10 business days post LIVE.
Call Type Definition
Priority 1 – Urgent or High Priority • System Down (Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround.
• Performance issues of severe nature impacting critical processes.
Priority 2 – Medium Priority • System errors that have workarounds
• Impact to business function is not critical:
• Performance issues not impacting critical processes.
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 – Low Priority • Minimal or no impact to critical business function
• Report formatting issues
• Training questions, how to, or implementing new processes.
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
12.3 Travel and Living Expenses
The above-mentioned fees do not include any travel and per diem expenses incurred for on-site visits
required for this engagement.
Any travel time will be billed at $75/hour. Carlsbad shall also pay or reimburse travel expenses plus a
per diem reasonably incurred in furtherance of NorthStar duties hereunder.
Carlsbad must approve (in advance) of any travel and living expenses prior to NorthStar incurring any such
expenses and an amendment will be executed to incorporate the costs into the Agreement.
13. Limitation of Liability
Unless NorthStar and/or Carlsbad exercises its right to terminate this SOW due to material breach or
default, NorthStar must provide, and Carlsbad must purchase, services from NorthStar for the items
defined within this SOW.
If Carlsbad and/or NorthStar exercises its right to terminate this SOW due to material breach or default,
or Carlsbad and/or NorthStar terminates this SOW without cause,
Carlsbad’s obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause.
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2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of
the Organization, that all copies of the software or any part thereof, in any form, within the
possession or control of the Organization have been returned to NorthStar. (If applicable)
3. Complete payment for services performed and expenses incurred prior to termination
including:
a. Any amounts previously invoiced but unpaid.
b. Fees for services performed through the termination date which has not been
invoiced; and
c. Any approved travel and living costs.
NorthStar’s obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause.
Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive, or
incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure
or malfunction, loss of data or any other damages or losses in connection with this statement of work,
even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not
be liable to pay any amount, in the aggregate, which is greater than the fees received by NorthStar
under this statement of work.
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14. Project Approval
By signing below, the parties represent and warrant that he/she has the authority to accept and approve this SOW and any modifications.
Please sign and return to Andrea at aevans@harriscomputer.com
City of Carlsbad NorthStar Utilities Solutions
Signature Signature
Name Name
Title Title
Effective Date Effective Date
DocuSign Envelope ID: 1D691130-AB5D-401B-B838-0B098EA97C8E
Jerry Rahon
12/27/2023
VP, Sales & Marketing
DocuSign Envelope ID: 01966E2E-7AC0-4F3C-9CB3-A98135D152FD
Assistant City Manager
Geoff Patnoe
1/9/2024
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Appendix A – SilverBlaze – Functionality Included in Scope
Area Item & Requirements Deliverable Limit
Site Registration Ability for customers to register
for account access. An email
confirmation will be sent to
customers to validate their
registration request. A welcome
email will be sent after
confirmation.
Online form for customer to enter:
- User Name
- Password
- Security Question/Answer
- Paperless billing opt-in
- Email consent opt-in
- First name/Last name
- Email
- Telephone
- Mobile
- Account Number
- Either Mailing Address Zip or Service Address ZIP
- Google reCAPTCHA v2
- Accept Terms & Conditions
Email addresses will be allowed on multiple profiles.
- This affects Guest Access invites.
- If the email used on the invitation is not unique in
the Portal, then that Guest cannot be invited.
Accounts will be allowed on multiple login profiles.
Verification email template.
Online account welcome email template.
Use of special characters.
Usernames can contain letters and
numbers and will be limited to
these special characters:
‘ & - `
Passwords.
Password length up to 20
characters.
NOTE: The Account must have been
previously billed before being able
to register an account.
Reset Password Ability for customers to reset
their forgotten password or
disabled login.
Online form for customer to enter email address.
Email template with encrypted link to reset
password workflow where customers will need to
Password length up to 20
characters.
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Area Item & Requirements Deliverable Limit
enter a response to their security question.
Successful answers will allow customers to enter a
new password with a password strength indicator.
Forgot Username Ability for customers to request
a forgotten username.
Online form for customers to enter account number
and Mailing Address Zip
Email template with username reminder.
NA
Login Login page for customers to
access the portal.
Online Page for customers to enter username and
password for site access.
User authentication will be carried out against the
SilverBlaze Portal user registry with SSO into the
Invoice Cloud portal
Links to:
- registration,
- reset password,
- forgot access code,
- contact us,
Quick/One-time Pay option that will link to Invoice
Cloud one-time payment page.
Messaging for site features and various corporate
programs.
The following special characters are
NOT allowed in the portal
username:
*/\[ ]#+=%!@$^( );:"{ }~?< >.
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Area Item & Requirements Deliverable Limit
Customer
Dashboard
Show a dashboard after login
containing a summary of the
customer account information.
Ability to view and select multiple accounts linked to
the site login.
Selected account ribbon showing:
- Account number,
- Service address,
- Customer name,
- Account balances,
- Payment plan,
- Nickname
- Installment payment details
Navigation tabs providing access to various site
features based on the customer type.
Current Bill section showing:
- Current balance,
- View current bill button,
- Pay bill button,
- Pre-authorized payment messaging if applicable,
- Request payment extension (Promise-to-Pay)
button if applicable
- Bill Detail Charges table:
- Service
- Current Charges
- Past Due
- Penalty
- Balance
Service Types: up to 10 (ten) are
included.
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Area Item & Requirements Deliverable Limit
Customer
Dashboard
Show a dashboard after login
containing a summary of the
customer account information.
My Recent Usage section showing:
- Usage on current bill
- Usage on previous bill
- Amount of usage more or less than previous bill
- Reasons why usage is higher or lower (number of
billing days and/or average temperature)
- Link to view more history
My Recent Account Activity section showing a table
of the 5 most recent transactions for the account.
Columns can include:
- Transaction date
- Description
- Amount
- Balance
- Link to view all transaction history
Left Carousel showing carousel slides specific to
Carlsbad activities and programs.
Right Carousel showing carousel slides specific to
Carlsbad activities and programs
Rate this page comments and star ratings
Carousel has strict size limitations.
The bootstrap image sizes in pixels
for each carousel:
Left Carousel LG:
606px wide by 272px high
Left Carousel MD:
410px wide by 272px high
Left Carousel SM:
410px wide by 272px high
Left Carousel XS:
345px wide by 272px high
Right Carousel LG:
721px wide by 272px high
Right Carousel MD:
588px wide by 272px high
Right Carousel SM:
708px wide by 272px high
Right Carousel XS:
1200px wide by 272px high
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Area Item & Requirements Deliverable Limit
Bills & Payment Show account billing history with
the ability to view PDF bills and
pay bills online via SSO
integration with Invoice Cloud
payment portal.
Notifications to customers for
new bills, payment reminders
and late payments also managed
by Invoice Cloud.
Show a listing of bills available online for the current
account.
My Electronic Bills section listing details can include:
- View bill button
- Bill Date
- Bill Amount
- Due Date
Pay Bill section showing:
- Current Balance
- pre-authorized payment enrollment messaging if
applicable
- Pay My Bill button that links to Invoice Cloud.
- Auto Pay button that links to Invoice Cloud.
- Paperless Bills button that links to Invoice Cloud.
Payment types, limited to Credit
Card, and eCheck (US Only).
Payment Activity Show account payment history
showing activity with the ability
to download details in
spreadsheet format.
Your Payment Details section can include:
- Payment date
- Description
- Amount
- Balance
- Download to spreadsheet button will generate a
CSV file for customers to download.
This is limited of 48 rows of data.
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Area Item & Requirements Deliverable Limit
Billed Usage (Non-
Smart Meter)
Usage
Show billed usage from the
NorthStar CIS (non-smart meter)
meter reading details for Water
services in an interactive chart
with reading details available in
a table format. Provide the
ability to download reading
details in spreadsheet format.
Show navigation buttons for access to Water based
on the customer profile.
My Events section includes:
- Allow customer to define events that mark
important dates that could impact usage. Events can
be shown on the chart as annotations.
Interactive Chart section can include:
- Dropdown select list of meters attached to the
current account.
- Usage summary tiles for lowest usage, highest
usage, and average usage for the past X months. Tile
details will show usage units, cost, and billing period.
- Consumption bar chart showing monthly reads
and temperature overlays – average temperature,
humidity, and precipitation.
Consumption Details table section can include:
- Meter ID
- Reading date
- Description
- Consumption
- Download to spreadsheet button will generate a
CSV file for customers to download.
NA
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Area Item & Requirements Deliverable Limit
Compare Last Bill Like My Recent Usage widget on
the dashboard with the ability to
compare other read dates.
Compare Last Bill section showing:
- Dropdown select list of meters attached to the
current account.
- Dropdown select list for Usage inquiries where
Amount presents the usage in dollar amounts and
Value presents usage in Service values.
- Dropdown select list of billing periods available for
inquiry.
- Usage on current bill
- Usage on previous bill
- Amount of usage more or less than previous bill
- Reasons why usage is higher or lower
NA
Compare Usage to
Last Year
Show customers their usage this
year and how it compared to last
year along with temperature
overlays
Compare Usage to Last Year section can include:
- Dropdown select list of meters attached to the
current account.
- Dropdown select list for Usage inquiries where
value presents usage in Service values.
This is limited 2 (two) years of
usage.
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Area Item & Requirements Deliverable Limit
Profile – My
Profile
Provide a facility for customers
to manage their portal login
profile to change personal
details, add/remove accounts
and set various alerts.
My Account Profile section can include:
- User Name
- First & Last Name
- Security question and answer
- Email
- Telephone & Extension
- Mobile
- Email consent opt-in/out
- Password with password indicator
Account Access List section includes:
- Add account – Account Number and Zip Code
- Favourite account selector/indicator
- Account Number
- Nickname
- Service Address
- E-Billing (paperless) opt-in/out
My Subscriptions section can include:
- Subscription button to sign-up, change or
unsubscribe to the report
- Report name
- Subscription settings
- Last Sent – date and time
- NOTE: Subscriptions are dependent on a water
usage nightly extract file implementation.
Customer-Facing
Smart Forms
Provide customers the ability to
submit specific requests.
Standard Customer-Facing Smart Forms to be
delivered:
Public Facing Forms
- New Service (Residential and Commercial)
Used as Delivered. No
Modifications allowed.
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Area Item & Requirements Deliverable Limit
Customer-Facing
Smart Forms
Provide customers the ability to
submit specific service requests.
Forms Requiring Login
- Move Out/Stop Service
- Transfer Service
- Account Information Update
- Payment Arrangement
Used as Delivered. No
Modifications allowed.
Profile – Guest
Access
Provide a facility for customers
to invite and manage guest users
for online access to their
accounts.
Invite someone for Guest Access section includes:
- Account number dropdown list
- Guest Email
- Access Settings
You have granted Guest Access section includes:
- Account Number
- Guest Email
- Guest Status
- Access Details
You have been invited as a Guest section includes:
- Account Number
- Name
- Access Details
NA
Customer Home
Page
Show a dashboard after login
containing a summary of the
customer account information.
My Smart Meter Activity section showing:
- Current billing period usage
- Predicted usage for current bill
N/A
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Area Item & Requirements Deliverable Limit
Smart Meter
Usage Charts
Show smart meter usage details
for daily and hourly summaries
in an interactive chart
Show navigation buttons for daily and hourly details.
My Events section includes:
- Allow customer to define events that mark
important dates that could impact usage. Events can
be shown on the chart as annotations.
Smart Meter Consumption Inquiry section can
include:
- Smart Meter data retrieved from Itron via API
- Default view to daily consumption chart showing
most recent 30 days.
- From and to date select calendars where
customers can change the inquiry dates and
consumption details.
- Consumption bar charts showing water consumed
and temperature overlays – average temperature,
precipitation and heating/cooling degree days.
- Clicking/tapping a bar on the chart will open
corresponding days 24 hourly consumption details
with next and previous day navigation.
- Download to spreadsheet button will generate a
CSV for customers to download.
SilverBlaze will accommodate up to
two thresholds of tiered
consumption, i.e., Commercial and
Residential having different
consumption blocks and associated
rates. Any more than two and the
graph will only show consumption
without rates.
See sample below.
Profile – My
Profile
Provide a facility for customers
to manage their portal login
profile to change personal
details, add/remove accounts
and set various alerts.
Show Current notifications available are to Smart
Meters where can send notifications based on
customer settings. Customers will be able to set their
notification preferences via APIs to surface settings
on the portal.
Smart Meter:
- Usage threshold preferences.
- High Usage alert preferences.
NA
Tier 1
Residential - first 1,000
kWh/month
Non-residential - first 750
kWh/month
Tier 2
Residential - above 1,000
kWh/month
Non-residential - above 750
kWh/month
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Area Item & Requirements Deliverable Limit
Profile – My
Profile
Provide a facility for customers
to manage their portal login
profile to change personal
details, add/remove accounts
and set various alerts.
Show leak detection notification settings where the
SilverBlaze portal will send notifications and show
dashboard widget alerts.
Leak Notifications
- Leak Alert preferences
- Data for leak detection will be retrieved from Itron
via API
NA
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Appendix B – SilverBlaze – Functionality Not Included in Scope
Area Item & Requirements Description Limit
Outage
Management
An outage management system
gives utilities the power to map
outage events, connect with
customers and coordinate with
field teams
SilverBlaze does not include outage mapping events
or facilities to communicate with customers
regarding current or future outages. Utilities that
require these features will need to source an Outage
Management Solution and request a quote for any
desired integration to SilverBlaze.
NA
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Appendix C – SilverBlaze – Customer Portal Requirements
Supported Browsers:
Browser Verified Version Support
Desktop
MS Edge V104 or better
Google Chrome V100 or better
Firefox V100 or better
Safari V14 or better
Tablet / Mobile
iPhone/iPad The latest iOS version
Android Android 10 and higher
Note: Internet Explorer is not supported
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SilverBlaze requires its own dedicated server that meets the hardware and software specifications
detailed below.
Low Volume Portal (50,000 active accounts or less):
Minimum Web Application Server Hardware:
Processor: 2 CPU / Cores @ 2-3 GHz)
Memory (RAM): 16.0 GB
Disk Space: 150 GB
Minimum DB Server Hardware:
Processor: 2-4 CPU / Cores @ 2-3 GHz)
Memory (RAM): 24.0 GB
Disk Space: 300 GB
Medium Volume Portal:
Minimum Web App Server Hardware:
Processor: 4 CPU / Cores @ 2-3 GHz)
Memory (RAM): 32.0 GB
Disk Space: 200 GB
Minimum Database Server Hardware:
Processor: 4-8 CPU / Cores @ 2-3 GHz)
Memory (RAM): 32.0 GB
Disk Space: 400 GB
Application Server
• Microsoft Windows Server 2019 or higher
• Apache Tomcat 9.0.4 or higher– to be installed by NorthStar.
• Apache HTTP Server 2.4 or higher – to be installed by NorthStar.
• Java – to be installed by NorthStar.
Database Server
• Microsoft Windows Server 2019 or higher
• Microsoft SQL Server 2017, Standard Edition or higher
• Note: If the SilverBlaze databases are to be placed on the NS CIS DB server, use SQL 2019 which
is compatible with both CIS 6.6 and SilverBlaze
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SOW – Carlsbad SilverBlaze Implementation
SilverBlaze On Prem Deployment
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Utility Network
Staff Workstation
CIS Client
jnlp/rmi
Silver Blaze
SmartForms
Dashboard
(browser)
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Appendix D – License Terms & Agreement
1. Grant of Licenses
a. Subject to the terms and conditions herein, NorthStar hereby grants to Carlsbad a personal,
non-exclusive, non-transferable, and limited right and license to use the software licensed
pursuant to this Agreement (“Software”) in object code format on the NorthStar CIS
computer system (the “License”) in consideration for the payment of the License fees. All
Releases installed by Carlsbad are subject to this License. This License and the other terms
and conditions related to this License do not apply to Third Party Software.
b. Carlsbad may duplicate software documentation, at no additional charge, for Carlsbad’s
permitted
uses so long as all required proprietary markings are retained on all duplicated copies.
c. As between NorthStar and Carlsbad, NorthStar reserves all rights, title, and interest in and
to the Software not expressly granted herein and the License specifically excludes all such
reserved rights, title, and interest.
d. Any Software furnished by NorthStar in machine-readable form may be copied in whole or
in part by Carlsbad for use on the Designated Computer System, access to which by Users
can be from any computer terminal, whether internal to or external to Carlsbad‘s facility
incorporating the Designated Computer System. To the extent that any temporary files
associated with the Software are created during such use on terminals those temporary files
are permitted under this License but only for such time that the temporary files are actually
required. Carlsbad agrees that the original copy of all Software furnished by NorthStar and
all copies thereof made by Carlsbad are and at all times remain the sole property of
NorthStar, as NorthStar Software is licensed, not sold.
e. Any License granted under this SOW permits Carlsbad to: (i) use the Software for its utility
billing and related purposes including, but not limited to, performing testing, disaster
recovery, disaster testing, training, archival and backup as Carlsbad deems necessary, and
(ii) use, copy and modify the Documentation for the purpose of creating and using training
materials relating to the Software. Access to and use of the Software by independent
contractors of Carlsbad shall be considered authorized use under this Section so long as any
such independent contractors are bound by obligations of confidentiality and have been
approved by NorthStar in advance of the independent contractors’ access to the Software.
Carlsbad shall be responsible for (i) all of the actions of and (ii) any misuse of the Software
by any independent contractor.
f. Software is licensed for use by the current number of NorthStar CIS customer accounts and
on the current operations of Carlsbad. Any material increase in Carlsbad’s business, such as
through acquisition of another utility, would require additional licensing.
g. Carlsbad may purchase additional Software Licenses at the time such Licenses become
necessary at NorthStar’s then current prices and terms.
2. Term of License
a. The License commences on effective date of the SOW. The license is perpetual and of
indefinite duration. Annual support and maintenance for the license must be renewed and
kept current in order to receive product updates, security updates, and bug fixes.
3. Restrictions on Use
a. Carlsbad shall not, and will not allow, direct or authorize (directly or indirectly) any other
party to: (i) use the Software for any purpose other than in connection with Carlsbad’s
primary business or operations; (ii) disassemble, de-compile, reverse engineer, defeat
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license encryption mechanisms, or translate any part of the Software, or otherwise attempt
to reconstruct or discover the source code of the Software except and only to the extent
that applicable law expressly permits, despite this limitation; (iii) modify or create derivate
works of the Software; (iv) rent, lease, lend, license, sell or use the Software for timesharing
or bureau use or to publish or host the Software for others to use; or (v) take any actions
that would cause the Software to become subject to any open source or quasi-open source
license agreement. Carlsbad shall be wholly liable to NorthStar for any misuse of the
Software and these restrictions are absolute except as and only to the extent that this SOW
may expressly permit Carlsbad to do otherwise.
b. The Software and related materials supplied by NorthStar are protected by copyright and
trademark laws. The Software is licensed and may not be resold by Carlsbad. Any rights not
expressly granted herein are reserved. Carlsbad may not obscure, remove or otherwise alter
any copyright, trademark or other proprietary notices from the Software and related
materials supplied by NorthStar.
4. Ownership of Software and Confidential Information
a. Carlsbad acknowledges that the Software contains proprietary information and Confidential
Information of NorthStar which shall, at all times, remain the property of NorthStar.
b. Carlsbad will take the same care to safeguard the Software as it takes to safeguard its own
Confidential Information of a like nature and such care shall not be any less than would be
taken by a reasonable person to safeguard its own confidential information.
c. In order to assist NorthStar with the protection of its proprietary information and
Confidential Information and to enable NorthStar to ensure that Carlsbad is complying with
its obligations, Carlsbad shall permit NorthStar to visit during normal business hours any
premises at which the Software is used or installed and shall provide NorthStar with access
to its Software. NorthStar shall provide Carlsbad with reasonable notice of any such audit.
5. Ownership and Disposition of Documents
a. All materials and documents which were developed or prepared by NorthStar for general
use and which are not the copyright of any other party or publicly available, including
educational materials, the Software and any other computer applications, shall continue to
be the property of NorthStar. The parties agree that no materials or documents are being
created for Carlsbad by NorthStar under this SOW as of the effective date.
6. Warranty
a. The Software will substantially perform as described in the Documentation for a period of
ninety (90) days from installation if the Software is used in accordance with its
documentation, the terms of this License and where Carlsbad has any required programs
and the hardware meets the requirements. Carlsbad’s sole recourse in the event the
Software does not conform to the Documentation is the repair and replacement of the
Software. In the event an error is discovered in the Software outside the warranty period
and the error can be reproduced by Harris, provided Carlsbad has ongoing Support and
Maintenance with Harris, Harris will make reasonable commercial efforts to provide
Carlsbad with a correction or suitable workaround. Harris reserves the right to correct any
defects about which it is made aware and to produce in its sole discretion Software releases
at a time of Harris’ own choosing.
b. Harris shall not be liable for any breach of the foregoing warranties which results from
causes beyond the reasonable control of Harris, including:
(i) where the installation, integration, modification or enhancement of the
Software was not done by Harris or its authorized agent, or where Carlsbad has
taken any action which is prohibited by product documentation or this License.
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(ii) any use or combination of the Software with any software, equipment or
services not supplied by or on behalf of Harris.
(iii) user error, or other use of the Software in a manner or in an operating
environment for which it was not intended or other than as permitted herein.
(iv) Carlsbad ’s failure to install a new software update necessary to cure an error or
bug, for security or legislative compliance purposes or for such other reasons as
Harris may determine in its sole discretion; or
(v) Any other event of force majeure.
c. Exclusions to Warranty
(i) TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS LICENSED
AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO CARLSBAD “AS
IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS,
EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION
OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING
THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER
OR IN CONNECTION HEREWITH.
(ii) HARRIS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES
OR CONDITIONS REGARDING THE SOFTWARE AND ANY OTHER PRODUCTS,
SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION
HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
(iii) HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL
OPERATE ERROR FREE OR IN THE COMBINATIONS SELECTED, THAT IT SHALL
MEET ANY OR ALL OF CARLSBAD’S PARTICULAR REQUIREMENTS, OR THAT ALL
ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. NO
AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH
IN THIS LICENSE SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND
SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS.
d. Carlsbad and Harris recognize that circumstances may arise entitling Carlsbad to damages
for breach or other fault on the part of Harris arising from this License. The parties agree
that in all such circumstances Carlsbad’s remedies and Harris’ liabilities will be limited as set
forth below and that these provisions will survive notwithstanding the termination or other
discharge of the obligations of the parties under this License.
(i) EXCEPT FOR CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF HARRIS, BOTH PARTIES AGREE THAT HARRIS’ ENTIRE LIABILITY
(UNDER CONTRACT OR IN TORT INCLUDING FUNDAMENTAL BREACH,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES
RELATING TO OR ARISING UNDER THIS LICENSE SHALL NOT EXCEED IN THE
AGGREGATE FEES PAID TO HARRIS BY
CARLSBAD UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD
PRIOR TO THE TIME THAT THE CLAIM AROSE.
(ii) IN ADDITION TO THE FOREGOING, HARRIS SHALL NOT BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL
DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR
LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE
EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING
OUT OF OR IN CONNECTION WITH THIS LICENSE, EVEN IF CARLSBAD HAS BEEN
ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR
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DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.
(iii) CLAUSES (i) AND (ii), ABOVE, SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND
OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF
ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT
LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.
e. The parties hereby confirm that the waivers and disclaimers of liability, releases from
liability, limitations and apportionments of liability, and exclusive remedy provisions
expressed throughout this License shall apply even in the event of default, negligence (in
whole or in part), strict liability or breach of contract of the person released or whose
liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and
shall extend to such person’s affiliates and to its shareholders, directors, officers, employees
and affiliates
7. Miscellaneous
a. This License shall constitute the entire agreement between the parties hereto with respect
to the subject matter hereof (the licensing of new Software), and supersedes and replaces
any previous conflicting terms, written or oral, with respect to the issues addressed herein.
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September 20, 2023
RE: NorthStar Utilities Solutions SilverBlaze Implementation
To Whom it May Concern at the City of Carlsbad,
This letter is to confirm that everyone that is hired to work for NorthStar Utilities
Solutions under N. Harris Computer Systems, no matter the position, must
mandatorily undergo a complete background check before they are hired. It is a part
of the offer letter to the candidate that says they may not begin work with the
company regardless of the start date until the background check has been returned
and is clear. Additionally, it is in our corporate handbook and training materials as
an enforced policy.
All background checks in Canada are conducted in conformity with the Police
Record Checks Reform Act, Employment Standards Act and local, provincial and
federal privacy and antidiscrimination laws.
Background checks include a criminal record check, and may include a driving
record, or a credit report may also be made on applicants for particular job
categories.
If you have any questions related to Harris or NorthStar policies, or need further
information, please feel free to contact Hanah Thibeault at
hthibeault@harriscomputer.com.
Sincerely,
Chris Paquet
Vice President, Professional Services
NorthStar Utilities Solutions
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Administrative Services
Information Technology
1635 Faraday Ave. Carlsbad, CA ZIP code 442-339-2450 t
Memorandum
December 26, 2023
To: Geoff Patnoe, Assistant City Manager
From: Doug Kappel, IT Applications Manager
Via: Maria Callander, Director of IT
Laura Rocha, Deputy City Manager, Administrative Services
Re: Professional Services Agreement with NorthStar for SilverBlaze Implementation
Services
This memorandum provides an explanation of the Professional Services Agreement with
NorthStar for SilverBlaze Implementation Services.
Purpose of Agreement
The city currently uses NorthStar’s Customer Connect software solution for its customer
utility billing portal. This portal is being replaced by a new vendor provided solution,
SilverBlaze. With the release of SilverBlaze, NorthStar is discontinuing development on
Customer Connect and will eventually discontinue support entirely. As a result, over
time the Customer Connect portal will become less stable and less secure.
Carlsbad has engaged NorthStar to implement the new SilverBlaze Customer Portal for
Utilities and the SilverBlaze Smart Forms for Utilities products to replace our existing
Customer Connect solution. In addition to ensuring the ongoing supportability, stability
and security of the customer utility billing portal, the implementation of SilverBlaze will
also provide additional functionality that will improve the customer experience. In
addition to being able to view historical bills and pay current bills, customers will be
able to view detailed analytics regarding their water consumption.
Budget Impact
The cost for the professional services from NorthStar for the SilverBlaze implementation will
not exceed $81,627.
Funding for this implementation was approved as part of the SDTIP for fiscal year 2022-23.
Attachment: NorthStar Professional Services Agreement for SilverBlaze Implementation
Services
cc: Brent Gerber, IT Dept. Senior Management Analyst
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{city of
Carlsbad