HomeMy WebLinkAboutNew World Systems-4/11/2011 (2)h11
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April 8, 2011
Document # WATE 11L3A
ADDITIONAL SOFTWARE LICENSE AGREEMENT
Mayor Buck Clark
City of Waterloo, IA
715 Mulberry Street
Waterloo, IA 50703
Dear Mayor Clark:
New World Systems is pleased to license you additional software per your request.
The attached forms (Exhibits AA, A, B, C and F) are to be reviewed and approved by you and/or your
authorized representative. They describe the additional software and services you have requested along
with the related fees.
Other than for the purposes of internal review, we ask that you treat our fees as confidential information.
This is due to the competitive nature of our business.
The General Terms and Conditions from our original License Agreement with Black Hawk County, Iowa
are incorporated and will apply. Any taxes or fees imposed from the course of this Agreement are the
responsibility of the Customer.
We thank you for your continued business with New World Systems. We look forward to working on this
project with you.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS® CORPORATION CITY OF
(New; rld) (Custom
By:
Date:
Larrf). Leinweber, President
By:
By.
TERLOO IA
A horized Signature
Authoriz d Signature
14111 dile
Date:
Tit e
Qk
Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on
behalf of the organization for which (s)he represents and that all the necessary formalities have been met.
The "Effective Date" of this Agreement is the latter of the two dates in the above signature block.
PRICING ASSUMES CONTRACT EXECUTION BY APRIL 29, 2011.
Corporate: 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084-4749.248-269-1000 • www.newworldsystems.com
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EXHIBIT AA
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
I. Total Cost Summary: Licensed Standard Software and Implementation Services
DESCRIPTION OF COST
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A
1. Licensed Standard Software $293,000
2. Less Customer Loyalty Software Discount (197,000)
3. Less Demonstration Site Discount (19,200)
4. Less Discount if Signed by April 29, 2011 (9,600)
COST
$67,200
B. IMPLEMENTATION SERVICES 204,100
I. PROJECT MANAGEMENT as further described in Exhibit B
2. INTERFACE INSTALLATION SERVICES as further described in Exhibit B
3. IMPLEMENTATION AND TRAINING SERVICES as further described in Exhibit B
4. OTHER IMPLEMENTATION SERVICES as further described in Exhibit B
5. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F
ONE TIME PROJECT COST: $271,300
C. TRAVEL EXPENSES (Estimate) — billed as incurred $39,000
D. STANDARD SOFTWARE MAINTENANCE SERVICES — the services are further detailed in Exhibit C.
PRICING ASSUMES CONTRACT EXECUTION BY APRIL 29, 2011.
CONFIDENTIAL
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Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE
II. Payments for Licensed Standard Software and Implementation Services
DESCRIPTION OF PAYMENT
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A
1. Amount invoiced upon Effective Date (50%)
$33,600
2. Amount invoiced upon delivery of each Licensed Standard 33,600
Software (50%)
B. IMPLEMENTATION SERVICES
1. Amount invoiced upon the Effective Date $45,925
2. Amount invoiced 90 days after the Effective Date 45,925
3. Amount invoiced 180 days after the Effective Date 45,925
4. Amount invoiced 270 days after the Effective Date 45,925
5. Amount invoiced upon project completion or 365 days after 20,400
the Effective Date, whichever comes first
PAYMENT
$67,200
204,100
ONE TIME PAYMENTS: 9',271,300
C. TRAVEL EXPENSES (Estimate) $39,000*
(These expenses are billed as incurred)
1. 26 trips are anticipated.
2. Travel Time for the estimated 26 trips is not included in this estimate and will be billed as incurred.
*Estimate
D. STANDARD SOFTWARE MAINTENANCE SERVICES — as further detailed in Exhibit C
ALL PAYMENTS ARE DUE WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE.
Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject
to sales tax, the tax will be calculated and added as applicable to each billing.
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EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
License Fee for Licensed Standard Software And Documentation Selected By Customer:
Application Package 1'2'3 Cost
FINANCIAL MANAGEMENT (Users included - 60)4
1. Logos.NET Financial Management Base Suite
- General Ledger
- Budget Management
- Annual Budget Preparation
- Accounts Payable
- Revenue/Cash Receipting
2. Logos.NET Additional Financial Management Software
- Asset Management
- Project Accounting
- Misc. Billing & Receivables
- Government (GASB) Reporting
3. Expanded Revenue Collections
- PC Cash Register Interface
4. Logos.NET Procurement Management Suite
- Purchasing Base
- Requisition Processing
5. Additional FM Standard Users - (8) Group of 5
PAYROLL & HUMAN RESOURCES SUITE (Users included - 30)4
6. Logos.NET Human Resources Management Base Suite
- Payroll Processing
- Personnel Management
- Position Control
7. Logos.NET Additional Payroll & HR Modules
- Time & Attendance Interfaces
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Exhibit A / LICENSED STANDARD SOFTWARE AND FEES
COMMUNITY DEVELOPMENT SUITE (Users included - 30)4
8. Logos.NET Community Development Software
- Business Licensing
- Municipal Inspections
2
3
4
5
6
NEW WORLD STANDARD SOFTWARE LICENSE FEE
LESS CUSTOMER LOYALTY SOFTWARE DISCOUNT
LESS DEMONSTRATION SITE DISCOUNT
LESS DISCOUNT IF SIGNED BY APRIL 29, 2011
293,000
(197,000)
(19,200)
(9,600)
TOTAL SOFTWARE LICENSE FEE 6.7 S67.200
ENDNOTES
Personal Computers must meet the minimum hardware requirements for New World Systems' Logos.NET
product. Microsoft Windows XP or greater with IE 7.0 or greater is the required operating systems for all
client machines. Windows 2008 Server is required for the Application Server(s), Web Server(s) and Database
Server. Microsoft SQL Server 2008 is required for the Database Server.
New World Systems' Logos.NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server
2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC)
licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by
New World Systems.
Suggested minimum: 100MB Ethernet Network. 10MB CATS Ethernet Network may have less than adequate
response time. Further consultation would be required to assess your network.
Additional cost per group of 5 for authorized users is $5, 000.
Time & Attendance interface is a two-way interface. Additional support may be required for 3rd Party
changes; not included in SSMA.
Prices assume that all software proposed is licensed.
Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed
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EXHIBIT B
PROJECT MANAGEMENT, IMPLEMENTATION AND
TRAINING SUPPORT SERVICES
1. Project Management Services
New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A
software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan
with Customer's management and the Customer Liaison. Project Management Services include:
a) a summary level Implementation Plan;
b) a detail level Implementation Plan;
c) revised Implementation Plans (if required);
d) monthly project status reports; and
e) project status meetings
• a project review (kickoff) meeting at Customer's location
• progress status meeting(s) will occur during implementation via telephone conference or at
Customer's location; and
• a project close-out meeting at Customer's location to conclude the project.
The implementation services fees described in Exhibit AA include Project Management fees for a period up to 12
months after the Effective Date.
2. Implementation and Training Support Hours Recommended
It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit
A to insure successful implementation of and training on each application package. Based on the Licensed Standard
Software listed on Exhibit A, up to 790 hours of New World implementation and training support services have
been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. Avoiding or minimizing
custom or modified features will aid in keeping the support costs to the amount allocated. Customer agrees to
reimburse New World for support trips canceled by Customer less than ten (10) days before the scheduled start
date to cover New World's out-of-pocket costs and lost revenues. The recommended implementation and training
support services include:
a) implementation of each package of Licensed Standard Software; and
b) Customer training and/or assistance in testing for each package of Licensed Standard Software.
The project management, implementation and training support services provided by New World may be performed
at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project
management are performed in Troy).
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Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES
3. Interface Installation Service
New World shall provide interface installation services as described in this paragraph below. These services do not
include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever
possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site
installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The
services include the following interfaces.
a) Time & Attendance Interface
4. Hardware Quality Assurance Service
New World shall provide Hardware Systems Assurance of Customer's Logos.NET server(s). These services do
not include hardware and/or third party product costs which shall be Customer's responsibility, if required.
Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-
site installation is required, Customer will be responsible for the actual travel expenses and time.
a) Hardware Quality Assurance Services (Standard) :
Hardware Systems Assurance and Software Installation:
Assist with High Level System Design/Layout
Validate Hardware Configuration and System Specifications
Validate Network Requirements, including Windows Domain
Physical Installation of New World Application Servers
Install Operating System and Apply Updates
- Install SQL Server and Apply Updates
Install New World Applications Software and Apply Updates
Establish Base SQL Database Structure
Install Anti -Virus Software and Configure Exclusions
Install Automated Backup Software and Configure Backup Routines
Configure System for Electronic Customer Support (i.e. NetMeeting)
Tune System Performance Including Operating System and SQL Resources
Test High Availability/Disaster Recovery Scenarios (if applicable)
Provide Basic System Administrator Training and Knowledge Transfer
Document Installation Process and System Configuration
5. Additional Services Available
Other New World services may be required or requested for the following:
a) additional software training;
b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with
New World technical staff;
c) New World consultation with other vendors or third parties;
d) modifying the Licensed Standard Software;
e) designing and programming Licensed Custom Software; and
f) maintaining modified Licensed Standard Software and/or custom software.
Customer may request these additional services in writing using New World's Request For Service (RFS)
procedure (or other appropriate procedures mutually agreed upon by Customer and New World and will be
provided at the Hourly Rate).
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EXHIBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT (SSMA)
This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets forth the
standard software maintenance support services provided by New World.
1. Service Period and Early Termination
This SSMA shall remain in effect for a period of eight (8) years (the SSMA term) beginning on 07/01/2011 (the start
date) and ending on the same calendar date at the conclusion of the SSMA term. New World has provided a
substantial customer upgrade discount on Exhibit A. In consideration for this discount, Customer agrees to pay the
full amount of annual payments due New World under Exhibit C. If Customer terminates its License Agreement
with New World during the Service Period or fails to pay all the SSMA amounts as specified herein, Customer
shall pay a one-time early termination fee of $157,000. Customer shall also forfeit the license to use the Logos
.NET licensed product and shall return all copies of the licensed product to New World. No cancellation of Exhibit
A software modules and related fees will be allowed during the service period.
2. Services Included
New World shall provide the following services during the SSMA term.
a) upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed
Standard Software application packages are supported no longer than nine (9) months after a new
release is announced by New World);
b) temporary fixes to Licensed Standard Software (see paragraph 6 below);
c) revisions to Licensed Documentation;
d) reasonable telephone support for Licensed Standard Software on Monday through Friday from
8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and
e) invitation to and participation in user group meetings.
Items a, b, and c above will be distributed to Customer by electronic means.
Additional support services are available as requested by Customer at the Hourly Rate.
3. Maintenance for Modified Licensed Standard Software and Custom Software
Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,
these changes or modifications (no matter who makes them) make the modified Licensed Standard Software
more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or
Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then
the additional New World maintenance or support services provided shall be billed at the Hourly Rate.
4. Billing
Maintenance costs will be billed annually.
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Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT
5. Additions of Software to Maintenance Agreement
Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after
delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the
remainder of the maintenance year and on a full year basis thereafter.
6. Requests for Software Correction on Licensed Standard Software
At any time during the SSMA term, if Customer believes that the Licensed Standard Software does not conform to
the warranties provided under this Agreement, Customer must notify New World in writing that there is a claimed
defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it
must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must
accompany each notice. New World will review the documented notice and when a feature or report does not
conform to the published specifications, New World will provide software correction service at no charge. A non-
warranty request is handled as a billable Request For Service (RFS) provided at the Hourly Rate.
The no -charge software correction service does not apply to any of the following:
a) situations where the Licensed Standard Software has been changed by anyone other than New
World personnel;
b) situations where Customer's use or operations error causes incorrect information or reports to be
generated; and
c) requests that go beyond the scope of the specifications set forth in the current User Manuals.
7. Maintenance Costs for Licensed Standard Software Packages Covered for .NET Server(s)
New World agrees to provide software maintenance at the costs listed below for the New World Licensed Standard
Software packages described in Exhibit A.
Annual Maintenance Cost (8 -Year Plan, Billed annually and due on July 1st of each year)
Year 1 for period 07/01/11 — 6/30/12 $37,605
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
for period
for period
for period
for period
for period
for period
for period
07/01/12 — 6/30/13
07/01/13 — 6/30/14
07/01/14 — 6/30/15
07/01/15 — 6/30/16
07/01/16 — 6/30/17
07/01/17 — 6/30/18
07/01/18 — 6/30/19
8% increase over previous year
8% increase over previous year
8% increase over previous year
8% increase over previous year
8% increase over previous year
8% increase over previous year
8% increase over previous year
Amount for Previous Licensed Software on Logos 400: $20,790
Amount of Year 1 Increase (7%): 1,455
Amount for software added on Exhibit A of this Agreement 15,360
Total Year 1 Amount: $37,605
8. Payment Default and Termination Proceedings
If the payments in Section 7 of this SSMA are late by more than 30 days from the due date, Customer is in default
of this Agreement and New World may declare the termination fee of $197,000 as collectible and Customer
agrees to pay immediately upon written notice from New World. Customer also agrees that failure to pay shall
immediately forfeit their license to use the Licensed Standard Software.
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If Customer is in default, the Customer agrees that any collection process or termination proceedings shall be
governed by the laws of the State of Michigan and conducted in the Courts of Oakland County, Michigan. This
provision supersedes the termination and dispute resolution sections from the Terms and Conditions of the original
License and Services Agreement between Customer and New World.
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EXHIBIT F
DATA FILE CONVERSION ASSISTANCE
New World will provide conversion assistance to Customer to help convert the existing data files specified below.
If additional files are identified after the contract execution, estimates will be provided to Customer prior to New
World beginning work on those newly identified files.
1. General
a) This conversion effort includes data coming from one unique data source, not multiple sources.
b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion
effort. Data cleansing, removal of duplicate records, and editing must take place by Customer
prior to providing the data to New World
2. New World Responsibilities
a) New World will provide Customer with a conversion design document for signoff prior to
beginning development work on the data conversion. No conversion programming by New
World will commence until Customer approves this document.
b) New World will provide the data conversion programs to convert Customers data from a single
data source to the New World Licensed Standard Software for the specified files that contain
500 or more records.
c) As provided in the approved project plan for conversions, New World will schedule a conversion
analysis trip and a separate data conversion testing trip to Customer's location. The conversion
testing trip for each application is a billable support trip, using standard Exhibit B hours, which is
scheduled in conjunction with the delivery of the converted data to the Customer.
d) New World will provide the Customer up to 3 test sets of the converted data. Additional test
sets requested may/will require additional conversion costs.
e) New World will provide the standard conversion record layouts to the Customer and convert the
available data elements defined in the standard conversion record layouts.
f) Up to seven years of historic data will be converted by New World.
3. Customer Responsibilities
a) Customer will provide data in standard conversion record layouts as provided by New World.
Submitted data files must include an accurate count of records contained in the files.
b) Data will be submitted to New World in one of the following formats: AS/400 files, Microsoft
SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII -
format delimited text file. Data and databases will be transferred using the New World ftp site.
c) Customer understands that files or tables containing less than 500 records or table entries will not
be converted.
d) As provided in the project plan for conversions, Customer will provide a dedicated resource in
each application area to focus on conversion mapping and testing. This includes dedicating a
support person(s) whenever New World staff is on site regarding conversions. Roughly a one to
one commitment exists for Customer commitment and New World commitment. Customer
understands that thorough and timely testing of the converted data by Customer personnel is a
key part of a successful data conversion.
e) Customer agrees to promptly review conversion deliveries and signoff on both the conversion
design document and on the final conversion after the appropriate review. Applying the converted
data to the production (Live) environment will constitute conversion acceptance by Customer.
f) If the Customer cannot provide data in the format defined in New World's standard conversion
record layouts then New World will map the data to New World's standard conversion record
layout at the Hourly Rate. The Customer must provide complete file and field definitions for
New World to map the data.
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Exhibit F / DATA FILE CONVERSION ASSISTANCE
4. Files to be converted
The following files will be converted from the Logos 400 System:
The following files will be converted from a Non -New World database:
Payroll
1 Employee Information
Community Development
1 Business License Information/Contractors
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Finance
IFinance Base
• COA - The chart of accounts includes funds, organizations 2 through 6, base and detail accounts,
organizations sets.
• Vendor - Vendors include the base vendor, vendor contacts, and vendor addresses.
• Projects - Project set up and general ledger transactions.
• GL History - The General Ledger History conversion includes the detailed general ledger
transaction history.
• Current Year's Budget - Pending budget.
• Budget History - Adopted budget history.
• Banks - Bank set up includes the bank information and the bank account information.
• Departments - Departments include the conversion of the functional department and sub-
department codes
• Master Files - Financial Managements master files include invoice types, sales tax, and
validations sets.
Purchase Orders and Accounts Payable
• Purchase Orders - Purchase order, detail items, disbursements, receipt of goods, requisitions,
change history.
• Accounts Payable - Accounts Payable conversion includes the accounts payable invoices, detail
items, charges, payments, checks, and disbursements.
Misc. Billing Customer / Misc. Billing Invoice
• Misc. Billing Customer - Customers, include customer demographic information, customer
contacts, and customer addresses.
• Misc. Billing Invoice - Accounts receivable invoices, payments, and disbursements.
IRevenue
Collection receipts
• Revenue Collection Receipts - Payment Codes, Collection Stations, Receipt transactions.
The following files will be converted from a Non -New World database:
Payroll
1 Employee Information
Community Development
1 Business License Information/Contractors
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