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HomeMy WebLinkAboutNew World Systems - Financial Software - ContractNew World Systems New Contract New/Upgrade// •• y�� ❑ Upgrade ❑ 3'" Partly 0� Services ❑ SSMA Customer: (�C�+ Project: 6X 44,Q uhf Customer No GD Population Received Date: / ®�' Signature Date: / /(,n, Distribution Date: �- LOGOS DIVISION AEGIS DIVISION Cindy Barber ❑ Carolee Beyer ❑ Andy Breeden ❑ Stephanie Shannon ❑ Steve Vetter ❑ Mike Aloe Joyce Wiazowski ❑ Jeff Camp Phil Dayalu ❑ Tom Visser Bill Woods ❑ Ray Taylor ❑ Lori Scharich ❑ Eric Bumson ❑ Pat LaPointe ❑ Sue Knowlton ❑ Nina DiMeglio ❑ Todd Townley ❑ Tom Wydra ❑ Bill Woods ACCOUNTING/DISTRIBUTION SAI SIMARKETING/HA WARE Master Files C� ySaies Manager ❑ Greg Sebastian Sales Rep ❑ Dennis Kleinedler ❑ Nancy Spencer (Aegis New Account Sales) ❑ Jim Fee ❑ JoAnn Brainard (Logos New Account Sales) Bob Kaufman ❑ Regina Sebastian (Customer Care Sales) Steve McDonald ❑ Kathy Fant Dean Chmiel ❑ Bryan Proctor ❑ Grace Weir (34 Party) ❑ JSebtt itoff(Third Party, Hardware) -21 Diachenko (New Customer) ,,06r DPI Sarah Bajek (New Customer) OTHER ORIGINALS: ❑ Customer ❑ Title Appendix 10 Opportunity: ❑ Yes ❑ No Administrative Checklist: Initial billing info e- mailed Outbound Marketing Lead: ❑ Yes ❑ No Down /initial payment(s) billed: Software Name: Date: Project Mgmt. Custom/BOC Other Lead (web, show) ❑ Yes 0 No Hardware (down) Hardware (final) Full RFP: D es/ ❑ No Other S/W backlog entered Contract considered a: e// New Sale Hourly service rate updated to ❑ Upgrade Sale SSMA updated New World S1)Ve ins" llm• Inrldir.Wrlur' Ai(brpn• Linn /mint Dacumcni Number: PASC I2LIE STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT December 20, 2012 This Standard SoPubnre License and Sen•ices Agreement which includes the attached Exhibits (`this Agreement ") is between New World Systemsa Corporation ( "New World "), a Michigan Corporation and the City of Pasco, Washington, ( "Customer "). This Agreement sets forth the terns and conditions under which New World will furnish the Licensed Products and will provide certain services described herein to Customer. The attached Exhibits include: Exhibit AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE .................... Exhibit A LICENSED STANDARD SOFTWARE AND FEES ....................... Exhibit B IMPLEMENTATION AND TRAINING SUPPORT SERVICES ............... ....... Exhibit C ....................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D NON - DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES ....................... Exhibit E ....................... DEMONSTRATION SITE DISCOUNT Exhibit F ....................... DATA FILE CONVERSION ASSISTANCE Exhibit G ...................... CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE Attachment I ................ STATEMENT OF WORK By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. Each individual signing below 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. If the individual is not so authorized then (s)he assumes personal liability for compliance under this Agreement. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS° CORPORATION (New World) B , .7 (4.k W D. Leln"ber, Pmldent By: Autkorlmd Signature Truk Date: /2.2 /'I2 Date: 1alal11A The "Effective Date" of this Agreement is the latter of the two dates in the above signature block. Co polale: 888 West Big Beaver Road • Sidle 600 • Troy • Michigan 48084 - 4749.248. 269.1000 • rwrw.neuiiroridst'slears.com PASC 12LIE 1218(12LIE 1217) executable.doc DEFINITIONS The following terms as defined below are used throughout this Agreement: L "Authorized Copies ": Except as provided in subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this Agreement; and (ii) any additional copies made by Customer as authorized in subparagraph 1.2. 2. "An Authorized User/Workslatlon ": Subject to the number of users specified in Exhibit A, any PC workstation that is connected to access the Licensed Software resident on Computer and that may be logged on to access the programs, interfaces, data, or files created and /or maintained by the Licensed Software. 3. "Computer ": The.NFT Server(s) to be located at City of Pasco 515 North Third Avenue Pasco, WA 99301 Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within fen (10) days of the Effective Date, whichever is later. If the Computer is to be relocated, Customer shall notify New World of the new location in writing prior to the relocation. 4. "Confidential Information ": Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as "Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is publicly disclosed either prior or subsequent to the other parry's receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence. 5. "Customer Liaison" ' Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10) days of the Effective Date, Customer shall notify New World of the name of the Customer Liaison. 6. "Daily Rate "; As described in this Agreement, New World shall provide services to Customer at the rate of $1,290/day. The daily rate covers all hours worked by a New World employee per day on this project. 'I he daily rate is protected for 12 months after the Effective Date, at which time the daily rate shall be the then - current New World daily rate. 7. " Deliver' of Licensed Standard Software ": Licensed Standard Software will be delivered in a machine readable form to Customer via an agreed upon network connection, or on appropriate media if requested, as soon as the software is available after the Effective Date. 8. "Development Software ": Standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software when available. 9. 'Installation of Licensed Standard Software ": Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the earlier of. (a) the transfer or loading of the Licensed Standard Software onto a Customer server or computer, or (b) thirty (30) days after delivery of the Licensed Standard Software. 10. "Licensed Custom Software ": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. 11. `Licensed Documentation ": New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials). 12. "Licensed Products ": The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 13. "Licensed Software ": The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement. 14. "Licensed Standard Software ": The current version of New World standard and development application software packages) (in machine readable code) listed in Exhibit A. 15. "SSMA ": The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 16. "Travel Expenses ": All actual and reasonable travel expenses incurred by New World for trips relating to this project, including but not limited to, airtare, rental car, lodging, mileage, parking/tolls, and daily per diem expenses. 17. "Travel Tlme ": Actual New World employee travel time billed at the Hourly Rate of $160/hour, up to, but not exceeding, four (4) hours per each trip relating to this project. 18. "Upgrades ": Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this Agreement and released after the execution of Agreement. Pasco, WA CONFIDENTIAL Page 2 of 24 PASC 121,117 1221 (12L1F 1221) executable.doc GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 New World grants Customer a nontransferable, nonexclusive, and non - assignable license to use the Licensed Software only on the Computer and only for its internal processing needs. Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer and only on an authorized workstation. New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) and one copy of the related Licensed Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products and shall return them to New World. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back -up copies on magnetic media of each application of the Licensed Software and one back -up copy of the related Licensed Documentation. These Authorized Copies may be stored as defined above so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product, includes without limitation, copies of the following: (i) Program libraries, either source or object code; (ii) Operating control language; (iii) Test data, sample files, or file layouts; (iv) Program listings; and (v) Licensed Documentation. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer's internal use only. 2.0 OWNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable, non - assignable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the tight to use any data processing ideas, techniques, concepts, and/or know -how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agreements. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer's organization. 3.0 CORRECTIONAND SOFTWARE MAINTENANCEON STANDARD SOFTWARE 3.1 New World provides software correction service and maintenance for the Licensed Standard Software during the term of Customer's SSMA. See Exhibit C for a description of the SSMA start date and tern, the services available and the applicable fees and procedures. 4.0 WARRANTIES 4.1 New World warrants, for Customer's benefit only, that the Licensed Standard Software will perform as specified in its user manuals based on the then - current release of the Licensed Standard Software. 4.2 New World warrants, for Customer's benefit only, that it possesses the necessary intellectual rights to license to Customer the Licensed Standard Software provided hereunder. 4.3 New World represents that all services shall be provided with a reasonable standard of care, in a workmanlike and professional manner; and each of the human resources assigned to perform services for Customer shall be fully qualified, experienced, and technically trained and shall perform the services in a reasonably cost - efficient manner. Pasco, WA CONFIDENTIAL Page 3 of 24 PASO 12LIF 1221 (12LIF 1221) executable.doc The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New World. New World does not wan-ant that the features or functions of the Licensed Software will meet Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATIONAND TRAINING SUPPORT SERVICES 5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to Customer qualified representative(s) who will provide installation and training support services for each application of the Licensed Software delivered. See Exhibit B for a description of the services provided and the applicable fees and procedures. 60 CUSTOMER LL41SONAND CUSTOMER RESPONSIBILITIES The successful implementation of the Licensed Products into Customer's environment requires Customer's commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the following: 6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment not provided by New World. Customer is responsible for assuring that the appropriate hardware equipment, related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level management priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (1) provide timely answers to New World's requests for information; (ii) coordinate a mutually agreeable implementation and training schedule; (iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and service dates; (iv) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILLING AND ADDITIONAL AUTHORIZED WORKSTATION CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. Past due amounts are subject to a service charge of 1.0% per month, which charge Customer agrees to pay. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjustments that may be necessitated. Before performing these additional services, New World will notify Customer that the services are subject to additional charge(s). 7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer agrees to pay the additional License fees at the then current software prices in effect. Pasco, WA CONFIDENTIAL Page 4 of 24 PASC 12LIF 1221 (121,1F 1221) executable.doc SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next annual billing date after the additional workstations and/or Licensed Standard software is added, or as specified in the future contract. With said payments, the license provided in Paragraph 1.0 permits Customer's use of the Licensed Software for the specified workstations. 7.3 Customer shall notify New World if additional authorized workstations need to be added to access the Licensed Software and will pay the additional authorized workstation fees promptly when invoiced. 7.4 Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. 8.0 NON - RECRUITMENT OF PERSONNEL 8.1 During, and for a period of twenty -four (24) months after the expiration of, the Standard Software Maintenance Agreement and /or any renewal maintenance agreement, each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. 9.0 CONFIDENTIAL INFORMATION /NON - DISCLOSURE AGREEMENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and /or other comparable applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information absent express written consent by the party claiming confidentiality. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. Customer agrees to timely notify New World of any request(s) made for disclosure of confidential information. 9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World's proprietary rights in the Licensed Products, including without limitation the following measures: (i) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. This access also extends to members of the Washington State Auditors' Office to the extent necessary to audit the Customer. (ii) With respect to other agents or third parties, Customer shall permit access to the Licensed Products only after New World has received, approved and returned a fully executed Non - Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer's request to permit third party access to the Licensed Products. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement of this provision on third party access; (iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the attached Non - Disclosure Agreement or any other reasonable restrictions New World may specify in writing in order to permit access; (iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software. 9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non - Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. 10.0 LIMITATION OF LIABILITYAND RECOVERABLE DAMAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any claim relating to the non - conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set Pasco, WA CONFIDENTIAL Page 5 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc forth in subparagraph 4.1; or if after repeated attempts to correct the non - conformity, New World is unable to correct the non - conformity, then Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. 10.2 New World's total liability to Customer for all claims relating to the Licensed Products and this Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall be limited to Customer's actual damages and in no event shall New World's liability exceed the fees paid to New World up to the one time project cost as described in Exhibit AA. . 10.3 New World shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages, including loss of profits or costs of cover, arising from or related to a breach of this Agreement or any order or the operation or use of the Licensed Products including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against Customer by any third person, even if New World has been advised of the possibility of such damages. New World's liability for any form of action shall only apply after any and all appropriate insurance coverage has been exhausted. 10.4 If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion of incidental, consequential, special, indirect, punitive, and/or exemplary damages is still effective. 11.0 INTEGRATION WITH US. COPYRIGHTACT 11.1 New World represents that the Licensed Products are copyrighted material. In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, USC. Sections 101 -810 (1976) as amended). If a provision of the U.S. Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive, then the provision within this Agreement shall apply. 12.0 INDEPENDENT CONTRACTOR 12.1 New World is an independent contractor. The personnel of one party shall not in anyway be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 12.2 Each parry shall be responsible for Workers' Compensation coverage for its own personnel. 13.0 INSURANCE REQUIREMENTS New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 13.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be performed. 13.2 Liability and Property Insurance — Comprehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than $1,000,000 on account for each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 13.3 Automobile Liability Insurance: New World shall procure and maintain during the term of this Agreement, Hired and Non - Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $1,000,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and in an amount not less than $1,000,000 on account for each accident for damage to property, provided however that the combined single limit for all automotive related claims shall not exceed $1,000,000. 14.0 DISPUTE RESOLUTIONBYARBI7RATION 14.1 Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be resolved by arbitration pursuant to RCW 7.04A, as amended. 14.2 Before a demand for arbitration may be filed by either party, the management of both parties shall have met at least two times in face- to-face meetings in a good -faith effort to resolve any dispute or Pasco, WA CONFIDENTIAL Page 6 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc controversy through normal business management practices. Unless otherwise agreed to in writing, a minimum of one meeting shall take place at each party's home office location. 14.3 The arbintor(s) shall have no power or authority to add to or detract from this Agreement. The arbitrator(s) shall have no authority to award damages over and above those provided for in this Agreement and in any event shall not exceed the limitations set forth in subparagraph 10.2, even if the remedy or limitation of liability provisions set forth in this Agreement shall for any reason whatsoever be held unenforceable or inapplicable. 14.4 Neither party nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder, except if the arbitration results in a Court imposed judgment, the non - disclosure restriction shall not be effective to the extent the matter becomes a public record except as follows. Existence of arbitration can he disclosed to the Washington State Auditor's Office; existence of arbitration may be disclosed in the footnotes of the Customers' financial statements, but shall not name the system or New World as the arbitration participant. 14.5 The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 14.6 In the event that a controversy or claim arising out of or relating to this Agreement, or breach thereof, is heard or otherwise prosecuted in a court of competent jurisdiction, the parties hereby unconditionally waive their respective rights to a jury trial of any such controversy or claim. 15.0 TERMINATION 15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed; (ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the ninety (90) day cure period, Customer shall apply sound management practices and use its best efforts to resolve any issues or obstacles — including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of ninety (90) days unless the termination has been revoked in writing by Customer, the Agreement terminates. 15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those outlined in Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer shall have ten (10) days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles — including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination, Customer shall return to New World all Licensed Products, including any copies provided to or created by Customer under this Agreement. 15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. Pasco, WA CONFIDENTIAL Page 7 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc 15.6 The Terms and Conditions relating to ownership, warranties, non - recruitment of personnel, confidentiality, and non - disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions (18.0), survive termination. 16.0 PATENTAND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement, provided that Customer has notified New World in writing of such allegation within thirty (30) days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOTICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the following business address of the Customer. City of Pasco Attn: Finance Manager 525 N 3rd Avenue Pasco, WA 99301 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 600 Troy, Michigan 48084 Attention: President 18.0 GENERAL 18.1 This Agreement is the entire agreement between the parties superseding all other communications, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing signed by both parties. 18.2 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington and it shall be binding on the successors and assigns of the parties. 18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision of this Agreement. 18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered hereunder, may be brought by either party more than two (2) years after the cause of action has accrued. 18.5 The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force and effect. 18.6 This Agreement is entered into solely for the benefit of New World and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 18.7 Notwithstanding anything contained herein to the contrary, these terms and conditions may be extended to other public entities for purchase of the license and/or services described under this Agreement. To the extent they are required, the parties shall execute any requisite cooperative agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no authority, liability, or obligation on behalf of any other public entity that may use this Agreement for any such purchase. 18.8 Other integrated licensed software and services from New World may be purchased by Customer under the terms and conditions of this Agreement. Pasco, WA CONFIDENTIAL Page 8 of 24 PASC 12LIF 1221 (121,117 1221) executable.doc EXHIBIT AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE f. Total Cost Summary: Licensed Standard Software, Implementation Services, and Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further described in Exhibit A $27200 1. Licensed Standard Software $352,000 2. Less Demonstration Site Discount (59,400) 3. Less Contract Signing Discount if Agreement is Executed by 12/28/12 (20,000) B. IMPLEMENTATION SERVICES 2785400 1. 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 S. DATA FILE CONVERSION ASSISTANCE SERVICES as further described in Exhibit F 6. CUSTOM SOFTWARE/MODIFICATION SERVICES as further described in Exhibit G ONE TIME PROJECT COST: S5� C. TRAVEL EXPENSES (Estimate) —billed as incurred $451000 D. STANDARD SOFTWARE MAINTENANCE SERVICES —as further described in Exhibit C. PRICING ASSUMES CONTRACT EXECUTION BY DECEMBER 28 2012. Pasco, WA CONFII)ENTIAL Page 9 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE 11. Payments for Licensed Standard Software, Implementation Services, and Third Party Products DESCRIPTION OF PAYMENT PAYMENT A. LICENSED STANDARD SOFTWARE $272,600 1. Amount invoiced upon Effective Date (50 %) $136,300 2. Amount invoiced upon delivery of each Licensed Standard Software (50 %) 136,300 B. IMPLEMENTATION SERVICES 278,400 Amount invoiced upon Effective Date 27,840 2. Amount invoiced upon completion of SOW Step 3 83,520 Complete and Approve Project Plan 3. Amount invoiced upon completion of SOW Step 8 55,680 Conduct Go -Live of Financial Management 4. Amount invoiced upon completion of SOW Step 8 555680 Conduct Go -Live of HR / Payroll 5. Amount invoiced upon Project Completion 559680 ONE TIME PAYMENTS: 5551.000 C. TRAVEL EXPENSES (Estimate) $45,000* 1. 30 Trips are anticipated Travel expenses are billed as incurred and payment is due in 30 days from invoice date. Travel wil I be billed at actual costs except for lodging and meal per diems which are limited to the Internal Revenue Service allowed rates for the city of Pasco. *Estimate D. STANDARD SOFTWARE MAINTENANCE SERVICES —as further described in Exhibit C ALL PAYMENTS ARE DUE WITHIN THIRTY (30) 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. Pasco, WA CONFIDENTIAL Page 10 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc EXHIBIT A LICENSED STANDARD SOFTWARE AND FEES License Fee for Licensed Standard Software And Documentation Selected By Customer: ITEM I DESCRIPTION FINANCIAL MANAGEMENT 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. Logos.NET Procurement Management Suite - Purchasing Base - Contract Accounting PAYROLL & HUMAN RESOURCES SUITE 4. Logos.NET Human Resources Management Base Suite - Payroll Processing - Personnel Management - Position Control 5. Logos.NET Human Resources - Employee Event Tracking 6. Logos.NET Benefits Management - COBRA Billing Administration - Workers Compensation Administration 7. Logos.NET Additional Payroll & HR Modules - Position Budgeting INVESTMENT Pasco, WA CONFIDENTIAL Page 11 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc UTILITY MANAGEMENT SUITE S. Logos.NET Utility Management Software - Water /Sewer/Refuse Base Package 9. Logos.NET Additional Utility Management Modules - Automatic Meter Read (AMR) Interface 4 - Meter and Device Inventory - Service Order Processing COMMUNITY DEVELOPMENT SUITE 10. Logos.NET Community Development Software - Parcel Management eSUITE 11. eSuite Base Software 12. eHR - eEmployee - eTimesheets BUSINESS ANALYTICS 13. Finance Analytics - Includes 10+ users 14. Human Resource/Payroll Analytics - Includes 10+ users 15. Utility Management Analytics - Includes 10+ users AUTHORIZED USERS 16. Site License for up to 150 Authorized Users NEW WORLD STANDARD SOFTWARE LICENSE FEE LESS DEMONSTRATION SITE DISCOUNT Less Contract Signing Discount if Agreement is Executed by 12/28/12 352,000 (59,400) (20,000) Note: A Site License is included for this solution. This Site License entitles the City of Pasco, WA, to 150 authorized users for the Standard Software licensed in Exhibit A, to be divided up between applications. The Site License is available to only the affiliated Public Administration agencies within the City of Pasco, WA. Pasco, WA CONFIDENTIAL Page 12 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc Exhibit A / LICENSED STANDARD SOFTWARE AND FEES ENDNOTES I Personal Computers must meet the minimum hardware rcquirementsfor 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 rcquired.for the Database Server. 1 New World Systems'Logos.NETproduct requires Microsoft Windows 2008 Server and Microsoft SQL Server 2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC) licensesfor applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 3 Suggested minimum: IOOMB Ethernet Network. 10MB CATS Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. Currently supports interfaces to Sensus /Rockwell, Neptune, Itron, Radix, Syscon and Schlumberger devices. Technical assurance must be obtained to verb the Business Partner's software/hardware release level interface requirements. 5 Prices assume that all software proposed is licensed. " Licensed Software, and third party software embedded therein, if any, will be delivered in a machine readable form to Customer via an agreed upon network connection. Any tares or fees imposed are the responsibility of the purchaser and will be remitted when imposed. Pasco, WA CONFIDENTIAL Page 13 of'24 PASC 12LIF 1221 (12LIF 1221) executable.doe Exhibit A / OPTIONAL LICENSED STANDARD SOFTWARE AND FEES Optional Licensed Standard Software Pricing Customer may license the following software modules at the indicated current list prices including a 16.5% discount for up to eighteen (18) months from the date of execution of this Agreement. OPTIONAL SOFTWARE MODULES PAYROLL & HUMAN RESOURCES SUITE 1. Logos.NET Human Resources - Personnel Action Processing 2. Logos.NET Benefits Management - Benefits Administration - Leave Management 3. Logos.NET Additional Payroll & HR Modules - Applicant Tracking eSUITE 4. eUtifity - eUtilities NEW WORLD STANDARD SOFTWARE LICENSE FEE LESS DEMONSTRATION SITE DISCOUNT Note: Training and Support Services cost as well as Maintenance (SSMA) costs for these optional modules are not included. Pasco, WA CONFIDENTIAL PASC 12LIF 1221 (12L1F 1221) executable.doc $10,000 8,000 12,000 10,000 9,000 49,000 (89085) Page 14 of 24 EXHIBIT B PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Project Manaeement 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 creating and delivering to the Customer Liaison: a) a summary level Implementation Plan; b) a detail level Implementation Plan; c) revised Implementation Plans (if required); d) monthly project status reports including, but not limited to, list of implementation and training days used both for the current month project to date though no project status reports will be required for the months covering January-March 2014 activities; 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 24 months after the Effective Date. 2. Implementation and Trainine Support Services Based on the Licensed Standard Software listed on Exhibit A, up to 125 days of New World implementation and training support services have been allocated for this project. Excess services requested shall be billed at the Daily 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). 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) AMR Interface Pasco, WA CONFIDENTIAL Page 15 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc Exhibit B / PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES 4. Hardware Ouality 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) Environment: 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 Daily Rate). Pasco, WA CONFIDENTIAL Page 16 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT fSSMA) This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets forth the standard software maintenance support services provided by New World. 11 SSMA Period This SSMA shall remain in effect for a term of five (5) years (the SSMA term) beginning on the delivery of Licensed Standard Software ( "Start Date ") and ending on the same calendar date at the conclusion of the SSMA tens. New World shall provide Customer no-charge SSMA for a period of 365 days from the Start Date. 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 Daily 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 Daily Rate. 4. Buune Maintenance costs will be billed annually. 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. Pasco, WA CONFIDENTIAL Page 17 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT 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 Daily 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 Year 1 No charge Year $563320 Year 3 59,840 Year 4 63,360 Year 5 66,880 Pasco, WA CONFIDENTIAL Page IS of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc EXHIBIT D NEW WORLD SYSTEMS CORPORATION NON - DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES This Agreement, when accepted and executed by New World, grants the undersigned the permission to use and /or have limited access to certain New World Systems Corporation (New World) proprietary and/or confidential information. installed At: City of Pasco Customer Name Authorized Signature of Customer: Name (Please Print or Type) Title Located At: 525 North Third Avenue Pasco, WA 99301 Signature In exchange for the permission to use or have access to New World proprietary and /or confidential information, including without limitation, New World software and/or documentation, the organisation and individual whose names appear below, agree to the following: No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World's President, including without limitation, the following: a) Program Libraries, whether source code or object code; b) Operating Control Language; c) Test or Sample Files; d) Program Listings; e) Record Layouts; f) All written confidential or proprietary information originating from New World including without limitation, documentation, such as user manuals and /or system manuals; and /or g) All New World Product Bulletins and/or other New World Product related materials. New World software, New World documentation, or other proprietary or confidential information shall not be used for any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard Software License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies available to New World. Damages shall be limited to New World's actual damages and in no event shall Customer's liability exceed the Exhibit A Licensed Standard Software amount. Agreed and Accepted by Third Parry ( Organimtion) Agreed and Accepted by Third Party (Individual) Organization: By: Title: Date: By: _ Title: Date: Accepted and Approved by New World Systems Corp. By: Pasco, WA CONFIDENTIAL Page 19 of 24 PASC 12L1F 1221 (12L1F 1221) execumble.doc EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the interruption to Customer's operations. New World will provide Customer reasonable notice for preparation. Pasco, WA CONFIDENTIAL Page 20 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc 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 c) For Utilities, if the conversion involves a third -party, a data mapping trip will be required. Accounts that are included in the conversion are as follows: 1. Active accounts 2. If no active account exists, the most recent inactive account will be converted 3. Any account that owes money 4. Active Services 5. Consumption History for the current meter on the account 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 daily billable rates, 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. Pasco, WA CONFIDENTIAL Page 21 of 24 PASC 12LIF 1221 (12L1F 1221) executable.doc Exhibit F / DATA FILE CONVERSION ASSISTANCE 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 Daily Rate. The Customer must provide complete file and field definitions for New World to map the data. 4. Files to be converted Up to 6 files from the following possible sources are included. Financial - Vendor Information -Asset Management (Fixed Assets) - General Ledger /Budget History Payroll - Employee Information - Employee Detailed Earnings History Utility - Utility Information Pasco, WA CONFIDENTIAL Page 22 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc EXHIBIT G CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR 1. Definition of Project New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the 2(b)(1) procedure below. An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the modifications /interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or proceed with the modifications /interfaces based on the revised estimate. Capabilities included in the initial scope: Custom Software/Interfaces • Laserfiche Document Imagine Interface: Enables the user to directly access a 3rd Party Document Imaging application to view scanned documents associated to a transaction or master record. Functionality is currently available in the following areas: Accounts Payable Invoices, Payments (Checks), Revenue Collection Receipts, Journals, Purchase Orders, Requisitions and Employees. With New World providing consultation, Customer is res/xmvible for obtaining technical contacts and /or technical specifications from the third parties involved. 2. Methodology to Provide Enhancements and/or Custom Software a) Definition of New World's Resoonsibilitv This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph 1 above will be provided in this implementation plan. (2) Preparation of Requirements Document (RD) to include: • Detailed description of the required feature • menu samples • screen samples • report samples (3) Programming and programming test. Pasco, WA CONFIDENTIAL Page 23 of 24 PASC 12LIF 1221 (12LIF 1221) executable.doc Exhibit G / CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE (4) On -site training, testing and/or other support services at the Daily Rate. For modification requiring over five (5) days of work, New World utilizes a design document procedure [see 2(b)(1) below]. For smaller modifications, New World uses a Request For Service (RFS) procedure. Both procedures are reviewed with Customer at a pre - installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. b) Implementation Schedule Activi Targeted Time Period (1) Complete Design Review with Customer Staff. Customer To be determined agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope (cost and schedule) of this project. (2) New World submits completed RD to Customer (3) RD is accepted and signed off by Customer (no programming will be done by New World until the formal sign -off and Customer's authorization to proceed in writing). (4) New World completes programming from RD and provides modified software to Customer. (5) Software Modification Acceptance Test based on RD. c) Customer's Responsibility To be determined To be determined To be determined To be determined All Customer requested changes after RD sign -off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. Pasco, WA CONFIDENTIAL Page 24 of 24 PASC 12L1F 1221 (12LIF 1221) executable.doc nI New World Systems The Public Sector Software Company Attachment 1 City of Pasco Washington Statement of Work Prepared by: New World Systems 888 West Big Beaver Road, Suite 600 Troy, Michigan 48084 Phone: (248) 269 -1000 www.newworldsystems.com December 14, 2012 CITY OF PASCO, WA STATEMENT OF WORK Document Control Sheet f:enerni Infnrmatinn Project Name Project Manager Business Owner (Key Sponsor) Provider Single Point of E -Mail File Location (link) Contact Document Prefutration Information Author Date Organization Name Phone Number E -Mail File Location (link) Distribution and Approval Name Title and Organization Signature Approval Date 13 New World Syslenn` Page ii Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Table of Contents STATEMENT OF PURPOSE ........................................................................................................ ..............................1 Step 1: Conduct Start-up Activities ................................................................................... ............................... 9 GENERAL ASSUMPTIONS ......................................................................................................... ..............................2 Step 2: On -Site Account Management Planning Meeting ................................................. .............................15 NEW WORLD AND CUSTOMER STAFF NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW 3 C PHASE: INITIATION .................................................................................................................. ..............................8 Step 1: Conduct Start-up Activities ................................................................................... ............................... 9 PHASE: PLANNING ............................................................................................................... ............................... 14 Step 2: On -Site Account Management Planning Meeting ................................................. .............................15 Step 3: Complete and Approve Project Plan ................................................................... ............................... 21 PHASE: CONSTRUCTION ......................................................................................................... ............................... 26 Step 4: Standard Solution Build ............................... ........ .............................................................................. 27 Step5: Functional Review .............................................................................................. ............................... 31 Step6: Finalize Configuration ........................................................................................ ............................... 34 PHASE: TRANSITION ............................................................................................................... .............................37 Step7: Conduct User Training ...................................................................................... ............................... 38 Step8: Conduct Go- Live ................................................................................................. ............................... 39 Step 9: Implement Post Go -Live Deliverables .................................................................. ............................... 41 PHASE: CLOSING .................................................................................................................. ............................... 43 Step 10: Project Closure Activities .................................................................................. ............................... 44 Page iii Netv WOd d Systems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK STATEMENT OF PURPOSE This Statement of Work (SOW) defines the principal activities and responsibilities of City of Pasco, Washington (Customer) and New World for the implementation of an integrated system consisting of: LOGOS Modules and Functions Financial Management Human Resourc&dPayroll Community Development Utility Management -? eSuite ` Business Analyfics ' The integrated technology shall be provided by New World to transition from the existing technology supporting Customer's participants and to support Customer's operation. This SOW requires that New World and Customer provide the management leadership and staff commitment to fulfill their responsibilities as described in the Agreement. New WOr&. Stemso Page l hk Y Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK GENERAL ASSUMPTIONS 1. This Statement of Work will be utilized by New World and Customer to manage implementation of the New World technology and to transition Customer from its existing technologies and operation to the technology provided and described in the Agreement. 2. Work will be performed at Customer's location and New World's project offices and will be performed on business days during Customer's normal business hours, except when both parties agree otherwise. 3. The project consists of the delivery, installation, configuration, testing, implementation and go- live of the Licensed Standard Software that provides the functionality and operation described in this Agreement. 4. Additional work activities and software functionality not described in the Statement of Work will be considered a change to this project and will be authorized by Customer using the Project Change Request. 5. Customer and New World expect and agree that the Statement of Work will be modified from time to time, especially after New World gains a more complete understanding of Customer's existing technologies, business practices and operations. Page 2 New World . yS[ems Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK NEW WORLD AND CUSTOMER STAFF Responsibilities of New World and Customer staff are described in the Agreement and this Statement of Work. NEW WORLD EXECUTIVE SPONSORS Sandro 1 <selli, rice President Customer and Product Operations Mr. Viselli is the New World Executive responsible for professional services and support for all projects. He will stay actively involved in the project implementation and will attend several on -site project status meetings. Andy Breeden, Director Professional Services Mr. Breeden and his team of project managers and trainers are responsible for the implementation of the Customer project. He will be active in the project implementation and scheduling of resources. In addition, he will have direct contact on a regular basis with the Customer Project Manager to ensure the highest level of satisfaction during project implementation PROJECT TEAM TBD, Project Manager A project manager will be assigned to the project upon Agreement signing. The Project Manager may provide some of the initial set up and training and will also be a technical liaison to New World. In addition, the Project Manager will generate all status reports and correspondence. Steve Vetter, Director Customer Support Mr. Vetter will oversee the operation of the Customer Support Team, including the Call Center. He will work closely with the New World and Customer Project Managers to ramp up the support team to provide support during go -live and ongoing support thereafter. TBD, New World On -Site Installation Support These professionals will be assigned to the implementation of the New World deliverables. They will provide the initial set up, testing and user training, along with recommendations for additional training staff as required. Page 3 New World Sy5len2S` Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK CUSTOMER EXECUTIVE SPONSORS TBD, Customer Senior Manager TBD will be the primary senior management contact for New World. He /She will be responsible for senior management communications regarding the overall relationship, contractual matters, gaining approvals from funding sources when necessary, overseeing Customer project governance and will coordinate any senior management activities of Customer's staff in fulfilling the Customer's responsibilities within this SOW and the Agreement. TBD, Customer Project Manager TBD will be the primary contact for New World. He /She will be responsible for communication with the Customer regarding project progress, issues and/or changes and will coordinate and manage activities of Customer's staff in fulfilling the Customer's responsibilities within this SOW and the Agreement. TBD, System Administrator The System Administrator (SA) will be responsible to ensure Customer's network, servers and client (PC) environment (i.e., Customer's hardware and system software infrastructure) is installed and maintained properly; provide operational support of Customer's hardware and system software infrastructure; provide operational support for New World Standard Software to Customer's user staff and perform backup, recovery and routine update procedures for New World's Licensed Standard Software. Page 4 Netv World SyStenis Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK NEW WORLD SYSTEMS PROJECT METHODOLOGY OVERVIEW The focus of New World's Project Manager, Program Management Office (PMO), services team, support team and all personnel associated with this project is to assist the Customer complete their project successfully. Since its inception, New World has successfully completed thousands of Customer projects and developed a standard project management methodology that is predictable, repeatable, lowers risk and maximizes Customer success. This standard approach, the New World Project Implementation Methodology (PIM), is based upon a combination of Project Management Institute (PMI) guidelines (PMBOK) and years of successful New World project management activity deploying public safety solutions. The New World PIM is the standard process that New World follows for all project implementations. Projects are divided into five distinct phases during implementation: 1. initiation — Engage project management, establish initial communication channels and begin planning 2. Planning — Create and approve the Project Plan 3. Construction — Execute the Project Plan to convert data, to integrate with external touch points, and to configure and review the system for overall solution readiness 4. Transition — Train users, execute go live, complete post -go live activities and finalize Customer application customizations 5. Closing — Review and approve the project closure, disengage project management and formally transfer Customer to Account Management team Each phase consists of one or more steps. Each step includes: 1. New World responsibilities — Activities New World staff is responsible to perform 2. Customer responsibilities — Activities Customer staff is responsible to perform 3. Inputs (prerequisites) — Items that must be completed prior to the start of the step and are used during the step 4. Outputs (completion criteria) — Items that must be completed during the step and are requirements in order to consider the step complete (outputs are often the inputs of future steps and must be completed in order to keep the project on track) A diagram of the Project Implementation Methodology is shown on the following page. Although the steps on the diagram are sequential, over time, steps will overlap. Page 5 New WOTi'di vs/ems Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing 7 START 0 Conduct User 16 p Sander Solution Training Project Closure App Mgmt. Build Activities Planning Meeting `'r 1 Contlup Startup Activities S Functional Review stop 3 Complete and Approve Project Plan 70eliverables 6 Finalize Configuration s'1 ` I Task Executive es Customer l Restores Sigoff LEGEND Step Executive Review Meetings ,•i Customer signcff The key tasks and related project deliverables that comprise the work breakdown structure (WBS) of the Project Implementation Methodology are shown in the diagram on the following page. Each step and project deliverable are described in detail in the sections following this diagram. The full work WBS is embedded in the Project Schedule template (Tapp), which is used in conjunction with this methodology. Page 6 New World Systems' Proprietary and Confidential CITY OF PAsco, WA STATEMENT OF WORK New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing VIII \\ START J Customer Signoff 2 Acct Mgni Planning Meeting 4 Standard Solution Build T Conduct User Training 10 Project Closure Activities 4A.Tecbnical 1 Conduct Start -u0 Activities System Setup 1 g Conduct Go-Live 2A. Conduct Account Management ""' _ — Slop Planning Meeting 4B. Conduct 1A. Project Initiation System Immersion, Initial Setp M. Execute Go-Live V 2B. Conduct Application Validaton Set _ 18 Perform Workshop Infernal - -- -- Turnover I I4C. Implement 2C. Perform Baseline 1 _ Data ILII S °lotion SConduct Stad-up Conversion es Analysis (when Mean Meeting aPPlicable) 5 g tD. SupPOrma Conference Calls _ 3 Complete and Approve Project Functional Review Implement Post Go -Live Deliverables Plan ' SA. Build and Test Data Conversions 3A. Draft the Project Plan _. ___.._ -. ._-.... g Finalize 9B. Provide Customer Agreement Configuration Custom Deliverables 3B. Finalize Me i Project Plan (A. Conduct ! System Admin 3C. Review and Approve tae Project Plan Application Training gC. Pertoml Post -Live Data Conyers 66, Appiy Projec Configuration 3D. Prepare Plan and Internal Team Implement ! ! Interfaces I 6C. Go-Live Preparation LEGEND 77-1 Step iNew World Svslen& Task / Task Includes Customer ,� `% Restores Authorized Deliverable Executive Review Meetings Customer Signoff Page 7 Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK PHASE: Initiation Purpose: Engage project management, establish initial communication channels and begin planning Description of Phase: The Initiation Phase consists of one step. During this Phase, the New World and Customer Project Managers are assigned and the New World Sales representative initiates the formal transition of the project to the New World Operations team. This team includes Executive Sponsorship, Senior Program leadership, Program Office Management (PMO) governance, Project Management and Delivery Center specialists. In this Phase, this Operations team establishes a foundation for program governance, retention of project artifacts and takes ownership of the Customer communications and the execution of the Agreement. hhim! New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing T START 4 Conduct User is y Standard Solution Training Project Closure Acct Mgmt., Build Activities Planning Meeting 1 Contlud Start -uD Activites 6 Functional Review 8 Stop Conduct Go-Live 3 Corsi and Approve Prgect Plan 6 B Finalize Implement Post Configuration Go-Live Deliverables i1 Icrcun Step Ii Taskln Authorized Includes Customer RestoresA o tl Executive ve Review Meetings ,� Customer New Worid S stems Page 8 y Proprietary and Confidential CITY OF PASCO, WA 1: Conduct Start-up Activities STATEMENT OF WORK 'fllalbs a �/7F/$ Y 1t - J t 4 d F > S B Perform - I. A. Project Inioa4on y, „ a 1,4e a - C Conduct Start up j D Supporting Activities Meeting Conference Calls w t r .. .. ?, �� _`�.� � .j {t i+..,�r���'. ? & .`y fay , h _..,z...�— •-:s'� �iw, -aS ,'Si :T�. A. Project Initiation Overview: Within one week of Agreement execution, the Customer's project will be initiated. Key activities include: 1. Initial call to the Customer to set the date and time for a Start-up Activities conference call 2. PMO establishes framework for project execution and governance (e.g., project metrics /status reporting, project artifact storage) 3. Execution of the Agreement is assigned to a delivery team (e.g., Executive Sponsor, Project Manager) New World responsibilities: The Sales Representative is responsible for the initial call to the Customer and the PMO is responsible for initiating the project at New World and establishing the framework for governance. Customer responsibilities: None Inputs (prerequisites): 1. Agreement 2. Turnover Document Outputs (completion criteria): 1. Phone call with Customer 2. Storage of project artifacts and governance framework established on the Project Management Portal Page 9 h New World SySlems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK B. Perform Internal Turnover Overview: The assigned New World Project Manager will coordinate and facilitate an internal turnover meeting with key staff members associated with project planning, development and implementation. Key staff members include: • New Account Sales /Customer Care Manager • Solution Consulting Practice Manager(s) • Solution Consulting Administrative Assistant • System Assurance Manager / Technical Lead • PMO Manager • Project Manager • Professional Services Manager • Data Conversion Manager • Interface Manager • Customer Support Account Manager • Others as needed New World responsibilities: Individual responsibilities are described below: Proiect Manager: 1. Review the Agreement and Customer Agreement Assessment Report 2. Review Turnover Document 3. Coordinate and schedule meeting 4. Create and distribute meeting agenda 5. Conduct meeting 6. Facilitate a discussion that defines delivery structure and proposed project schedule for this project (e.g., application build approach/WBS; Delivery Center Technical Leadership, anticipated timeline) 7. Initiate the Project Management Plan and Project Binder (internal document) 8. Document action items, issues and risks in Project Management Plan Other New World emnlovees: 1. Prior to the meeting, a. PMO creates the Customer Agreement Assessment Report. They review the project initiation documents (e.g., Agreement, Turnover Document), highlight key deliverables, Customer expectations, terms and conditions and verify that the Customer billing plan conforms to the Agreement. b. PMO will create an initial Project Schedule where the WBS is aligned with the deliverables defined in the Agreement. c. Each attendee will review all project related information, i.e., Agreement, internal documentation, meeting agenda, etc. 2. Attendees will prepare questions and observations requiring further discussion 3. Attend meeting and discuss agenda items 4. Document and follow up on any items requiring their attention Page 10 New World Svsleln2 Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Customer responsibilities: None Inputs (prerequisites): 1. Turnover Document (internal document) 2. Agreement 3. Project Manager assigned 4. Customer Agreement Assessment Report (internal use only) 5. Project Management Plan 6. Project Schedule Template 7. Project Binder (internal document) Outputs (completion criteria): 1. Tracking system updated with entries (cases) for Customer \contract deliverables 2. First iteration of the Project Schedule, Project Management Plan and Project Binder hMNew World Systems° Page 11 Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK C. Conduct Start -up Activities Meeting Overview: The Project Manager will facilitate a meeting with the Customer. The objectives for this meeting are: 1. Introduction of New World's Project Manager and Executive Management team 2. Describe key teams /groups and identify their roles and responsibilities during the project 3. Discuss expectations of Customer and New World a. Senior Customer leadership will be required for executive project reviews and signing approval documents b. Project timeframes 4. Discuss New World Project Methodology Overview 5. Discuss Account Management Planning meeting agenda and objectives 6. Set date for on -site Account Management Planning meeting and discuss site preparation 7. Discuss keys to projects success 8. Schedule System Assurance Phone conference 9. Obtain topology diagram of Customer's network New World responsibilities: The Sales Representative is responsible for arranging and coordinating the meeting through the initial Customer phone call. Customer responsibilities: Attend meeting and be prepared to discuss agenda items. Supply updated topology diagram of the network. Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Standard Meeting Agenda and Presentation template for meeting 3. Project Management Plan 4. Initial Project Schedule Outputs (completion criteria): 1. Post -Trip Report (when conducted on site) or follow -up email (when conducted remotely via conference call) 2. Updated Project Schedule a. Initial baseline based on project size and deliverables b. Initial Customer meeting activities defined 3. Customized meeting agenda and presentation 4. Updated Project Status record; include initial project baseline dates 5. Updated Project Management Plan (e.g., action items, issues, risks identified) 6. Supporting documentation 7. Project Managers, Executive Manager and Subject Matter Experts (SMEs) roles reviewed 8. Customer supplied topology diagram of the network 9. Scheduled System Assurance Phone Conference Page 12 New World Svslems' Proprietary and Confidential CITY OF PASCO, WA D. Supporting Conference Calls STATEMENT OF WORK Overview: The System Assurance Technical Lead will work with the Project Manager to coordinate and facilitate a conference call with the Customer to address System Assurance planning / analysis. The key objective of this conference call is to ensure the Customer understands what information is needed for the System Assurance process to be successful and to establish an agreed upon timeline for this information. New World responsibilities: System Assurance Technical Lead facilitates conference call with the Customer and New World technical resources to address the initial System Assurance planning and analysis.. Customer responsibilities: Customer leadership and technical resources participate in conference call(s) to address the initial System Assurance planning and analysis. Customer to complete relevant survey(s) and data collection documents (after complete of the conference call). Inputs (prerequisites): 1. System Assurance conference calls scheduled 2. System Assurance meeting agendas and presentation templates 3. Relevant survey, data collection templates Outputs (completion criteria): 1. Completed Systems Assurance Conference 2. Customized System Assurance meeting agenda and presentation template 3. Updated Project Management Plan (e.g., action items, issues identified) 4. Updated Project Schedule 5. Survey and data collection documents (completed by the Customer) 6. Supporting documentation 7. Store project artifacts and update status of project on Project Management Portal Page 13 New World Svsteinso Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK PHASE: Planning Purpose: Create and approve the Project Management Plan. Description of Phase: The Planning Phase consists of two steps. During this Phase, New World and Customer Project Managers organize the project, establish project teams, confirm requirements, develop the Project Plan and obtain senior management approval for the Project Plan. N New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing T START 4 Conduct User 10 p Standard Solution Training Project Closure App Idgint Build Activities Planning Meeting _ 1 Conduct start-up Activities 5 Functional Review 8 Stop Conduct Go-Live 3 Complete and Approve Project Plan ' g 6 Finalize Implement Post Configuration Go-Live Dellverables LEGEND Ste p Task Includes Customer 1_ Retires utnorized Executiv e Review Meetings Customer Signoff Page 14 New World Systems° Proprietary and Confidential CITY OF PASCO, WA Step 2: On -Site Account Management Planning Meeting A. Conduct Account Management Planning Meeting STATEMENT OF WORK B. Conduct Application Validation Set Workshop C. Perform Data Conversion Analysis (when applicable) A. Conduct Account Management Planning Meeting Overview: During this event, the assigned New World Project Manager will coordinate a series of on- site meetings with key Customer and SMEs associated with project planning, development and implementation. In addition, we will conduct a high level review of the Customer's business practices, environment and workflow to examine their fit into the New World software product. In this series of meetings, New World and the Customer will establish project methods, project acceptance criteria and governance. Key topics include: 1. Executive overview with Executive Management and identification of Customer Executive Sponsor(s) 2. Review of project scope (Agreement, project methodology) with Customer project management 3. Development of the Project Management Plan 4. Discuss initial Project Schedule and resource management policy 5. Presentation of the overall implementation strategy, roles, responsibilities and keys to project success 6. High level review of Customer workflows and policies to establish the foundation to facilitate discussions related to a proposed timeline, custom requirements and an initial training schedule 7. Address go -live requirement for custom interfaces, and /or data conversions Key meeting participants include: 1. Senior /Executive Sponsor 2. General Manager Professional Services 3. New Account Sales or Customer Care Account Manager 4. New World Project Manager 5. Customer Senior Management /Exec Sponsor 6. Customer Project Manager 7. Customer SMEs New World Responsibilities: During this event, the Project Manager (and/or designee) will meet with Customer staff and review requirements for the various items listed above. Once complete, the Project Page 15 LINew World SySlems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Manager (and/or designee) will document the requirements and distribute the information to the appropriate members of the implementation team. The New World Project Manager responsibilities include: 1. Establish framework for account management, roles and responsibilities of New World and Customer 2, Review Agreement 3. Review project methodology 4. Establish initial Project Management Plan a. Roles and Responsibilities b. Communication Plan c. Risk Management Plan d. Initial issues / concerns 5. Propose initial Project Schedule 6. Define an initial Training Plan 7. Update the Project Management Plan and Project Schedule 8. Create the initial requirement definition for custom requirements (e.g., software modifications, custom interfaces, data conversion); clearly define implementation timing (e.g., go -live vs. post go- live). 9. Conduct Executive Sponsorship meeting Once compiled, documents will be provided to the Customer for review. Page 16 Netv World Systemse Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Customer Responsibilities: The Customer is responsible for: 1. Site preparation (conference rooms, audio visual equipment, etc.) 2. Meeting coordination with Executive Sponsors, supervisors, SMEs to support all contracted modules and functions, including but not limited to: LOGOS Modules and Functions Financial Management Human Resources/Payroll Community. Development Utility Management eSuite Business Analytics 3. Agreement to account management framework, relationship approach and time schedule for project reviews 4. Attending and participating in the Account Management Planning Meeting 5. Providing the necessary technical specifications on interfaces 6. Providing complete user stories for custom enhancements 7. Providing liaison support with agencies and vendors required to support interfaces 8. Identifying any non - standard New World reports not yet identified or included in the Agreement 9. Providing appropriate technical staff necessary to complete technical surveys 10. Reviewing all documentation compiled through this process, including the Requirements Document(s) submitted by New World and identify specific issues in writing Inputs (prerequisites): 1. Agreement 2. Meeting Agenda / Pre -Trip Report 3. Presentation template 4. Resource Management Policy 5. Customer completed surveys, data collection documents 6. Standard workflow templates (when applicable) 7. Project Management Plan 8. Project Binder (internal document) 9. Data Conversion, System Assurance templates (when applicable) 10. Initial Project Schedule 11. Topology diagram of Customer's network 12. Agreement 13. Requirements Definition template Outputs (completion criteria): 1. Post -trip Report 2. Framework established for account management, roles and responsibilities of New World and Customer 3. Agreement reviewed Page 17 Ilk New World Syslems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK 4. Project methodology and planning templates reviewed 5. Agreement on initial Project Schedule and initial Training Plan 6. Initial Requirement Definitions (e.g., software modifications, custom interfaces, data conversion), clearly defined implementation timing (e.g., go -live vs. post go -live) 7. Define timeftame for next Executive Sponsorship discussion 8. Change Order (when applicable) 9. Contract Addendum (when applicable) 10. Updated Project Management Plan 11. Updated Project Binder (internal document) 12. Updated Project Schedule a. All activities sequenced (dependencies applied) b. Project Schedule defined 13. Supporting documentation 14. Store project artifacts and update status of project on Project Management Portal LINew World Systems* Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK B. Conduct Application Validation Set Workshop Overview: During this event, New World will conduct Application Validation Set Training for designated Customer SME personnel to acquire the knowledge necessary to define the validation sets that are necessary to configure the initial application database. In this workshop, but Customer SME team will learn about the different types of information that must be defined and the method to communicate the validation set data. New World responsibilities: 1. Provide up -to -date user manuals to workshop participants 2. Instruct Customer personnel on the validation sets information and process for the various contracted modules and associated application database Customer responsibilities: 1. Convene workshop team of SMEs for this training 2. Attend and participate in the Application Validation Set Training Inputs (prerequisites): 1. Pre -Trip Report 2. Training material 3. Validation Set workbook(s) 4. Training room with computers running New World application Outputs (completion criteria): 1. Post -Trip Report 2. Updated Project Plan 3. Updated Validation Set workbook(s) Page 19 NBZU World Syste n2S Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK C. Perform Data Conversion Analysis Overview: Using the established guidelines from the contract, prepare Customer and New World for data conversion and migration. New World will analyze Customer source data, develop and deliver a Data Conversion/Migration Plan. This process will be initiated during the on -site Account Management Planning meeting(s). New World responsibilities: 1. With Customer assistance, New World will analyze existing Customer source data; during this analysis process, New World will determine compatibility with the New World database structures and the viability of a conversion or migration to the New World database 2. Develop and deliver a Data Conversion/Migration Plan. The plan will identify data sources to be converted, data sources to be migrated, database types, database design and any detected data mapping concerns 3. When required, develop change order that reflects differences between the Agreement and Customer's desired data conversion Customer responsibilities: 1. Provide New World with a representative sample of the data to be converted on mutually agreeable transmission media a. Assist New World in analyzing source data b. Live in source system 2. Review the Data Conversion/Migration Plan Inputs (prerequisites): 1. Data Conversion Packet 2. Sample data from Customer Outputs (completion criteria): 1. Data Conversion/Migration Plan 2. Customer review and sign off on the Data Conversion/Migration Plan 3. Signed change order, when required Page 20 New World Systems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Step 3: Complete and Approve Project Plan A. Draft the Project Plan Overview: The purpose of this event is to review the information captured during the Planning Phase, finalize key decisions and prepare to finalize the overall Project Plan. It is important to note that the Project Plan includes all documents prepared during the Planning Phase: 1. Project Management Plan a. Roles and Responsibilities b. Communication Plan c. Risk Management Plan d. Action Items e. Issues f. Key Decisions - Changes 2. Project Schedule 3. Supporting documents 4. Initial Requirement Definition for Customer Deliverables 5. Initial Training Plan New World responsibilities: During this process, the New World Project Manager will meet with the Customer project team and review the information documented in the Planning Phase. The Project Manager will then draft and publish the Project Plan that will be submitted for approval. Customer responsibilities: Support finalization of the Project Plan, providing SMEs as needed. Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Requirements Document(s) 3. Initial Training Plan 4. Information referenced from legacy system(s) as well as New World software 5. Project Management Plan 6. Project Binder (internal document) 7. Project Schedule Page 21 New World Systems` Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Updated Project Management Plan 3. Updated Project Binder (internal document) 4. Updated Project Schedule 5. Updated Requirements Document(s); including sign -offs (where applicable) 6. Updated supporting documentation 7. Proposed resource schedule Page 22 New World S,ySteinso Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK B. Finalize Project Plan Overview: At this stage of the project, significant information has been gathered regarding the Customer's current operations and how the New World application implementation needs to occur to be successful. Based on this information, a final Project Plan must be developed that maps out the activities, deliverables and deadlines required by the project team. New World responsibilities: The New World Project Manager will finalize the Project Plan to meet the requirements of a successful implementation, while establishing clear ownership of activities, deadlines and timeframes for each step of the implementation. The Project Plan provides detailed instructions to the entire Customer team and once approved, is the guiding light for all project activity going forward. 1. Review with Customer personnel the identified implementation tasks, priorities, inter- dependencies, team members, resources and other requirements to approve the final Project Plan. 2. The Project Management Plan, Project Schedule and supporting documentation are finalized as part of this step because these documents comprise the Project Plan that is reviewed as part of the acceptance criteria to move the project to the Construction Phase as defined in Review and Approve Project Plan. Customer responsibilities: In tandem with New World project personnel, analyze identified requirements of the Project Plan and make such implementation decisions as are reasonably required to finalize the plan. Inputs (prerequisites): 1. Agreement 2. Proposed resource schedule 3. Project Plan a. Project Management Plan b. Project Schedule c. Project Configuration Plan and supporting documents /plans d. Updated Requirements Document(s), including sign -offs e. Supporting documents Outputs (completion criteria): 1. Updated Project Plan 2. Confirmed resource schedule (90 -day lock) 3. Store project artifacts and update status of project on Project Management Portal Page 23 New World Svsleins Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK C. Review and Approve Project Plan Overview: The objective of this task is to approve the Project Plan based upon the activities and work processes discovered during the Planning Phase. The resulting document defines the specific project tasks, timelines for completion and ownership of each activity throughout the remainder of the project. New World responsibilities: 1. Deliver the final Project Plan to Customer 2. Review the Project Plan with Customer personnel and make mutually agreed upon modifications 3. Upon mutual acceptance of the Project Plan, establish the document as the baseline for the remainder of the project 4. Ensure there is a clear definition of the alignment of any custom software /interfaces to the implementation of the standard application solution in the Customer's live environment 5. Review 90 -day lock resource scheduling policy Customer responsibilities: 1. Review the final Project Plan and document any specific deficiencies found with the Plan within ten (10) business days 2. Sign off on final iteration of the Plan by Customer Project Manager and Executive Manager Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Final Project Plan 3. Supporting Documentation Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Final accepted Project Schedule; second baseline for project created based on actual timeline (initial baseline based on project size) 3. Updated Project Status Record; ensure new project baseline dates are reflected 4. Signed approval for the Project Plan a. Project Schedule b. Supporting documents /plans c. Requirements Document(s); including sign -offs (where applicable) d. Project Management Plan e. Supporting Documentation i. Data conversion Page 24 Netv World . ySlenn1 Proprietary and Confidential CITY OF PAsCO, WA STATEMENT OF WORK D. Prepare Internal Team Overview: During this portion of the implementation, the Project Manager meets with the New World team to discuss the requirements of the Project Plan and their individual responsibilities to deliver a successful project. New World responsibilities: The New World Project Manager will be responsible for the following: 1. Prepare and coordinate the team briefing 2. Ensure all project documents are stored on the portal and are available to the team 3. During the meeting, the Project Manager will review the Project Plan and supporting (applicable) documents 4. The Project Manager will review with the individual team members their roles and responsibilities associated with the implementation Customer responsibilities: None Inputs (prerequisites): 1. Agenda 2. Final Project Plan a. Project Schedule b. Supporting documents /plans c. Requirements Document(s) d. Project Management Plan e. Supporting Documentation i. Data conversion ii. System Assurance 3. Project Binder (internal document) 4. Agreement 5. Resource schedule Outputs (completion criteria): 1. Updated Project Plan 2. Project team prepared to build application solution Page 25 New World Systems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK PHASE: Construction Purpose: Execute the Project Plan to build, review and configure the system to verify system readiness Description of Phase: The Construction Phase consists of three steps. During this Phase, New World and Customer Project Managers lead the project, coordinate project team activities, communicate direction, report on project progress and monitor resources. The team's focus during this Phase is to execute the Project Plan. Customer and New World project teams install the system, implement the database, review the configuration, apply final application configuration requirements and lay the groundwork to migrate to the New World applications. �y New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing START 4 Standard Solution BUM 4� 10 Project Closure Activities 7 Conduct User Training 2 Acct MgmL, Planning Meeting Conduct Start -up B Conduct Go-Lim Activities 5 Functional Review Stop 3 Complete and Approve Project Plan g Implement Post Go-Live Deliverables 6 Finalize Configuration /` I FnFND � Task Live es Customer \ Restores Stg orizetl Step Executive Review Meetings i Customer Signott The methodology diagram indicates that each step of the Construction Phase follows the previous step, but many of these steps occur concurrently. In addition, when the Customer requires the conversion of existing data and /or implementation of custom interfaces to bring the applications into a live production environment, some (or all) of the tasks defined in the Transition Phase, Step 9, Implement Post Go -Live Deliverables, may occur during the Construction Phase (this is dependent upon the Project Plan developed and agreed upon in the Planning Phase). Page 26 New World Syslemsw Proprietary and Confidential CITY OF PAsco, WA Step 4: Standard Solution Build A. Technical System Setup B. Conduct System Immersion and Initial Set -up STATEMENT OF WORK C. Implement Baseline Solution A. Technical System Setup Overview: During this step, New World validates and finalizes the Customer's hardware configuration, software requirements and implementation. The result of this effort is documented in the Site Plan. New World will install the Licensed Standard Software and standard database on Customer supplied servers and configure system to meet application specifications. New World responsibilities: Configure the system as required and provide knowledge transfer to the System Administrator. New World will install and configure the application specific server and train Customer personnel on configuration procedures. For each configuration, New World personnel will: 1. Verify with Customer personnel the computer processor(s), operating system software, third party software, printers, network communications and other related components supplied by Customer 2. Establish the initial application database using the validation set workbook(s) as input 3. Document the required site resources (e.g., facility, power, network, cooling, etc.) necessary to operate the application; as part of the review, New World will make recommendations for necessary site modifications to meet minimum operating requirements for the application 4. Review with Customer the minimum requirements for workstations as identified in the Agreement, as applicable to the application 5. Train Customer to administer servers, manage disaster recovery systems and review any other items of concern related to hardware and software configuration 6. Review ongoing Customer management expectations of how system will be managed by Customer; identify role of New World vs. Customer Page 27 UNew World Systems` Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK 7. Provide Customer with a Site Plan that includes the following: a. Identification of any special space requirements b. Functional system diagram, showing a high level view of the New World Standard Software subsystems and their associated hardware Customer responsibilities: 1. Provide Customer technology staff to assist New World with the Site Plan 2. Provide, upon request, information on existing hardware and operating system software components and terminal networks, as well as projected utilization statistics and other information reasonably required to validate final hardware requirements 3. Review the final hardware and operating system configuration with the New World project team 4. Review New World's recommendations regarding any existing communications networks and make any reasonable modifications identified by New World to ensure compatibility with the equipment and system to be installed 5. Ensure hardware is ordered, delivered and installed prior to scheduling New World's System Assurance visit on site 6. Have information technology support staff on hand for knowledge transfer and to help address any concerns encountered during the system installation 7. Review and sign off on systems management expectations policy 8. Provide signoff indicating completion of system set -up and administration training Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. System Support documentation 3. Validation Set workbooks 4. Customer supplied topology diagram of the network and map 5. System Set -up and Administration Training sign -off template 6. Systems Management Expectations Policy template Outputs (completion criteria): 1. Site Plan 2. Test and production environments are ready to use 3. Post -Trip Report (if conducted on site) 4. System Set -up and Administration Training sign -off document 5. Systems Management Expectations Policy / signoff 6. Store project artifacts and update status of project on Project Management Portal Page 28 UNew World Systems' Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK B. Conduct System Immersion & Initial Set -up Overview: During this event, New World will work with Customer to review and configure the solution workflow and business process requirements in light of current needs and Public Sector best practices. New World responsibilities: Working with Customer, conduct immersion and discovery sessions to review capabilities and facilitate configuration of initial, baseline solution. Customer responsibilities: Work with New World to understand requirements and initial end -state needs 2. Provide Customer staff to address the desired application workflow and to take part in initial system configuration and homework Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. As -Is business process requirements 3. Standard Interfaces 4. Standard Forms Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Updated Project Plan 3. Store project artifacts and update status of project on Project Management Portal 4. Configured initial Logos Database 5. Configured Standard Forms 6. Configured Baseline Solution Page 29 New World Systems Proprietary and Confidential CITY OF PASCO, WA C. Implement Baseline Solution STATEMENT OF WORK Overview: During this event, New World will implement the baseline solution resulting from Immersion activities. New World responsibilities: Working with Customer, facilitate load of initial configured system. Customer responsibilities: 1. Provide Customer technical staff to load the baseline database and related work products 2. Work with New World to understand requirements and initial end -state needs Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Configuration requirements 3. Standard Interfaces 4. Standard Forms Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Updated Project Plan 3. Store project artifacts and update status of project on Project Management Portal 4. Installed initial Database 5. Installed Standard Interfaces 6. Configured Standard Forms Page 30 New World ,Systems' Proprietary and Confidential CITY OF PASCO, WA Step 5: Functional Review STATEMENT OF WORK Overview: The Functional Review encompasses a hands -on review of each application within the implementation. This review is accomplished by presenting each function within the application from the user /administrator point -of -view and every project construction element as it relates to a particular workflow process. New World responsibilities: New World's Project Manager and Application Specialist(s) will act as facilitators during the Functional Review. Their main role is to review the New World standard software solution with the Customer and identify any Customer workflow modifications and/or minor software configuration changes that need to be applied. The Project Manager is responsible for coordinating this review with the Application Specialist and preparing the Customer team for the functional review and creating any applicable documentation (e.g., Functional Review Guide, trip reports). The Application Specialist will present the configured applications and act as SME to facilitate an interactive exchange with the Customer and work towards Customer acceptance of the configured applications. Additionally, a New World Executive Manager will participate in the Functional Review, as well as a project review meeting with the Customer's senior staff. The content of the Training Plans will also be finalized as part of the Functional Review. The review should include: 1. Overview of the various Customer work processes and the functional relationship to the software 2. Validation of any custom modification decisions related to implementation of the standard software solution and the post -live custom requirements. a. Custom interfaces b. Data conversion 3. Finalization of any applicable Requirements Definition documentation. 4. Identification and documentation of any desired configuration modifications to the standard software solution (not applicable for pre - configured implementations) a. Standard software applications b. Standard Interfaces 5. Agency - specific reports (internal management reports, public inquiries, etc.) 6. Review Hardware and Network Topology 7. Assess impact on workforce 8. Finalize Training Plan 9. Discuss Data Conversion Migration Plan 10. Define Cutover (Go Live) Plan New World Systems" Page 31 Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Customer responsibilities: For the review, Customer leadership and SMEs participate to provide Customer workflow and policy information as it relates to the configured New World applications. Work with New World Project Manager and Application Specialist to determine any additional configuration changes that are required. Work with Customer to implement agreed upon workflow changes. Inputs (prerequisites): 1. Pre -Trip Report 2. Functional Review Guide (when applicable) 3. Requirements Document(s) for Custom Interfaces / Modifications 4. Standard interfaces 5. Data conversion Outputs (completion criteria): 1. Post -Trip Report 2. Updated Project Schedule 3. Updated Project Plan 4. Project Configuration Plan 5. Training Plan 6. Supporting documentation 7. Store project artifacts and update status of project on Project Management Portal Page 32 New World Systems` Proprietary and Confidential CITY OF PASCO, WA A. Build and Test Data Conversions STATEMENT OF WORK Overview: New World will provide the Customer requested data conversion as described in the Agreement. Depending on the decisions made in the Planning Phase, the data conversion processes may be aligned with the go -live schedule, which means this event would then be included in the initial solution build (Step 5). New World responsibilities: 1. New World will provide the data conversion programs to convert Customer's legacy data to the New World standard software for the modules specified in the Data Conversion Migration Plan. 2. New World will provide Customer up to two test sets of converted data. Additional test sets requested will require additional conversion costs. 3. As provided in the approved Project Plan, New World will schedule a conversion analysis trip and a separate data conversion test trip to Customer's location. The conversion test trip is part of delivering the conversion programs to Customer. 4. New World will provide Customer with a Data Conversion Migration Plan for sign off prior to starting development of data conversion programs. No conversion programming by New World will commence until Customer signs this document. Customer responsibilities: 1. Data files from Customer's current database are included in this conversion. Customer will provide a list of discrete data files with descriptions of fields or data elements in each file. 2. Supply data to be converted. 3. A data dictionary (data descriptors) containing all data elements must be provided to New World for each file submitted with the media. 4. As provided in the Project Plan, Customer will provide a dedicated contact for each application area to focus on conversion mapping and testing tasks. Responsibilities include dedicating a support person(s) whenever members of the New World's team are on site regarding conversions. Roughly a one -to -one time ratio exists for Customer commitment and New World commitment. 5. Data Conversion testing. Customer understands that thorough and timely testing of converted data by Customer's SMEs is a key part of a successful data conversion. 6. Customer agrees to promptly review and sign off on the data conversions after the final test run is completed. Inputs (prerequisites): 1. Approved Data Conversion/Migration Plan 2. Data to be converted Outputs (completion criteria): 1. Completed data conversion programs 2. Conversion test sign -off Page 33 New World Sisleins' Proprietary and Confidential CITY OF PASCO, WA Step 6: Finalize Configuration STATEMENT OF WORK A. Conduct System Admin B. Apply Project Configuration C. Go -Live Application Training Plan and Implement Interfaces Preparation A. Conduct System Admin Application Training Overview: During this event, New World will conduct System Administration Application Training for designated Customer SME personnel to acquire the knowledge necessary to finalize the software solution configuration and maintain the various modules included in the Agreement. (There will be a minimum of one session per each major module.) Decisions regarding the configuration of the New World application are made in the Construction Phase, Step 5, Functional Review, and are applied during this Step. New World responsibilities: 1. Provide up -to -date user manuals to workshop participants 2. Instruct Customer personnel, including the system administrator, on configuration of the various contracted modules Customer responsibilities: 1. Convene workshop team of SMEs for this training 2. Attend and participate in the System Admin Application Training Inputs (prerequisites): 1. Pre -Trip Report 2. Training material 3. Project Configurarion Plan 4. Training room with computers running New World application Outputs (completion criteria): 1. Post -Trip Report 2. Updated Project Plan Page 34 13 New World Systems' Proprietary and Confidential CITY OF PASCO, WA B. Apply Project Configuration Plan and Implement Interfaces STATEMENT OF WORK Overview: During this event, the Customer uses the Project Configuration Plan created during the Functional Review, as the requirements for any modification to the standard application configuration. The results of this effort are configured applications. New World will implement any remaining standard interfaces. In addition, New World will create and implement any custom interfaces that must be in place to bring the applications into a live production environment. Data Conversion activity may also be addressed (dependent upon the Project Plan developed and agreed upon in the Planning phase). New World responsibilities: Provide support for the Customer SME team that is applying configuration changes. Implement the interfaces in the test environment that are required for the live environment. Customer responsibilities: 1. Apply configuration changes as defined in the Project Configuration Plan 2. Provide Customer technology staff to address the desired application workflow Work with New World to test the interfaces (as applicable) Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Project Configuration Plan 3. Configuration requirements for interface operations 4. Requirements definition(s) (when applicable) 5. Standard and/or Custom Interfaces Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Updated Project Plan 3. Store project artifacts and update status of project on Project Management Portal 4. Configured applications, including applicable interfaces, data conversion 5. Updated Project Configuration Plan Page 35 New World S ysl ems' Proprietary and Confidential CITY OF PASCO, WA C. Go -Live Preparation STATEMENT OF WORK Overview: Review the overall project status to ensure that all requirements for a go -live event have been completed and the go -live event can occur with minimal disruption or risk. Document all related issues and concerns and jointly agree, in writing, to move forward with training and transition to the live environment. New World responsibilities: During this process, the New World Project Manager or Application Specialist will review the system with the Customer to ensure that each application is functioning as expected. In addition, they will review the Project Management Plan with the Customer to ensure all applicable issues and action items have been addressed. Customer responsibilities: With the New World representative, system is set up and configured as designed. Work with Project concerns and jointly agree, in writing, to move forward with environment. Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Project Configuration Plan 3. Project Plan 4. Go -Live sign -off template Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Updated Project Plan 3. Go -Live sign -off the Customer will demonstrate the Manager to identify any issues or training and transition to the live 4. Documentation of all outstanding issues /concerns and written Agreement to begin the training/transition to the live environment New World Systems* Proprietary and Confidential CITY OF PASCo, WA STATEMENT OF WORK PHASE: Transition Purpose: Train users, perform data conversion, execute go -live, complete post - go-live activities and finalize Customer application customizations. Description of Phase: The Transition Phase consists of three steps. During this Phase, New World and Customer project teams review the system, verify and validate readiness for go -live, train users, cut over from legacy systems and complete post go -live requirements. New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing START 4 Standard Solution Build 10 Project Closure Activities T Conduct User Training p Acct Mgmt., Planning Mewing 1 Conduct Start -up 6 Conduct Go-Live Activities S Functional Review Stop 3 Complete and Approve Project Plan 6 Finalize Configuration zl g Implement Poat Go-Live Deliverables - FrFUn � Task Includes Customer \ Restores Sig Authorized Step Task Includes Review Meetings Customer uthori Page 37 New World Syslemso Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Step 7: Conduct User Training Overview: New World's Application Specialist(s) provide user training to Customer staff. New World responsibilities: New World's Application Specialist will provide on -site training services to assigned Customer staff. Training options include: Train- the- Trainer Training (TTT) This training consists of a New World Application Specialist providing very detailed on -site training to Customer representatives. The Train - the - Trainer course is designed to take Customer - certified (either locally or by their state) trainers, train them on the New World software and certify they have the knowledge base to successfully train other members. This training also includes problem solving techniques to ensure an effortless transition with minimal interruptions during their training sessions. Additionally, students are provided training techniques and detailed lesson plans on their specific modules. User Training If a Train - the - Trainer approach is not preferred, New World can provide Customer - defined User Training courses. This training consists of a New World Application Specialist providing an on- site training course specific to a user's job assignment. Each course consists of Customer - defined software classes needed to be proficient in their areas of responsibility utilizing the New World software. Customer responsibilities: Assign and schedule appropriate staff to attend training sessions. Provide and schedule necessary facilities for training sessions. Confirm staff participation in training, as scheduled. Inputs (prerequisites): 1. Pre -Trip Report (if conducted on site) 2. Training materials a. Lesson Plan / User Guide b. Written Proficiency Examinations Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Written Proficiency Examination results Page 38 New World Svslems' Proprietary and Confidential CITY OF PASCO, WA Step 8: Conduct Go -Live A. Execute Go -Live STATEMENT OF WORK A. Execute Go -Live Overview: With assistance from New World, Customer goes live on modules and interfaces identified in the Agreement and as documented in the Project Plan. New World responsibilities: 1. New World assistance for all applications going live 2. New World assists Customer in preparing production server for go -live a. Run SQL go -live script b. Set counters c. Other maintenance tasks 3. Provide final updates, when applicable, to the following: a. Standard software b. Hardware c. Interfaces d. Data conversion 4. Customer turnover to Customer Support 5. New World's on -site staff cleared to depart Customer site Page 39 h New World S.ysleynso Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK Customer responsibilities: 1. Customer goes live with appropriate applications identified in the Agreement 2. Provide SME team members to assist with go -live for each of the applications going live as first line support Inputs (prerequisites): 1. Pre -Trip Report 2. Standard software 3. Interfaces 4. Data conversion 5. Pre go -live preparations a. System preparation b. Team preparation c. Preparatory meeting with Customer Outputs (completion criteria): 1. Post -Trip Report (if conducted on site) 2. Updated Project Plan 3. Customer support engaged 4. Live Operations Page 40 Ilk New World Systemsy Proprietary and Confidential CITY OF PASCO, WA Step 9: Implement Post Go -Live Deliverables A. Provide Customer Agreement Custom Deliverables STATEMENT OF WORK B. Perform Post -Live Data Conversion A. Provide Agreement Custom Deliverables Overview: New World will provide Customer requested standard software enhancements and/or custom software (including interfaces) as described in the Agreement. New World responsibilities: 1. New World will develop and implement custom software and interfaces 2. New World will provide training for enhancements and/or custom software Customer responsibilities: 1. Provide resources to support the installation of software upgrades when enhancements and/or custom software are available, including interfaces 2. Attend training as required Inputs (prerequisites): 1. Completed enhancements and/or custom software / interfaces 2. Customer to confirm functionality of software within the scope of the Requirements Document Outputs (completion criteria): 1. Upgraded application with enhancements and/or custom software 2. Trained personnel New World Sj slems" Proprietary and Confidential CITY OF PASCO, WA B. Build Data Conversions STATEMENT OF WORK Overview: New World will provide the Customer requested data conversion as described in the Agreement. Depending on the decisions made in the Planning Phase, the data conversion processes may be aligned with the go -live schedule, which means this event would then be included in the initial solution build (Step 5). New World responsibilities: 1. New World will provide the data conversion programs to convert Customer's legacy data to the New World standard software for the modules specified in the Data Conversion Migration Plan. 2. New World will provide Customer up to two test sets of converted data. Additional test sets requested will require additional conversion costs. 3. As provided in the approved Project Plan, New World will schedule a conversion analysis trip and a separate data conversion test trip to Customer's location. The conversion test trip is part of delivering the conversion programs to Customer. 4. New World will provide Customer with a Data Conversion Migration Plan for sign off prior to starting development of data conversion programs. No conversion programming by New World will commence until Customer signs this document. Customer responsibilities: 1. Data files from Customer's current database are included in this conversion. Customer will provide a list of discrete data files with descriptions of fields or data elements in each file. 2. Supply data to be converted. 3. A data dictionary (data descriptors) containing all data elements must be provided to New World for each file submitted with the media. 4. As provided in the Project Plan, Customer will provide a dedicated contact for each application area to focus on conversion mapping and testing tasks. Responsibilities include dedicating a support person(s) whenever members of the New World's team are on site regarding conversions. Roughly a one -to -one time ratio exists for Customer commitment and New World commitment. 5. Data Conversion testing. Customer understands that thorough and timely testing of converted data by Customer's SMEs is a key part of a successful data conversion. 6. Customer agrees to promptly review and sign off on the data conversions after the final test run is completed. Inputs (prerequisites): 1. Approved Data Conversion/Migration Plan 2. Data to be converted Outputs (completion criteria): 1. Completed data conversion programs 2. Conversion test sign -off hUNew World Systems` Proprietary and Confidential CITY OF PASCO, WA STATEMENT OF WORK PHASE: Closing Purpose: Review the project, approve closure, disengage project management and transition Customer to the Account Management Team. Description of Phase: The Closing Phase consists of one step. During this Phase, the New World Project Manager reviews the project with Executive Management, closes out all remaining documentation tasks and disengages from the project. The Account Management Team assumes all responsibilities for ongoing support of the system and Customer. 9 New World Systems Project Implementation Methodology Initiation Planning Construction Transition Closing START q BWntlartl Solution Build r;� ID Prolecl Closure Activities r Conduct User Training p Acct MgmL, Planning Meeting Conduct Stan -up B Conduct Go-Live Activities S Functional Review Stop 3 Complete and Approve Project Plan 6 Finalize Configuration g Implement POat Cellverables j Fr:FUn Step � Task Includes Customer Executive Review Meetings New World Systems" Requires Authorized �' Customer Signofi Page 43 Proprietary and Confidential CITY OF PASCO, WA Step 10: Project Closure Activities Transition to Account Management STATEMENT OF WORK Overview: At the conclusion of the project, the New World applications are fully live and functional in the Customer's environment with all required components delivered and operational. During this event, the New World Project Manager will schedule a formal turnover of the Customer to the New World Account Management Team, which includes the Executive Sponsor, Customer Support and Customer Care. The managers of Customer Care and Support introduce their department structure and review the services each team provides. Many of these individuals will have been part of the project, so this transition should be relatively seamless. Project closure will also be finalized with the Customer, ensuring the Customer and the New World Customer Support team members are aware of the overall deployment of the New World implementation and that all questions have been addressed and exceptions are incorporated into the sign - off document. New World responsibilities: 1. The New World Project Manager will coordinate a meeting, either via teleconference or on site, to review the project status and transition ongoing communications with the Customer to the assigned Account Team 2. Managers of New World Customer Support create and distribute agenda 3. Prepare the sign -off documentation 4. The Project Manager and PMO will review all project financials to ensure all deliverables for the Agreement are delivered, billed and paid Customer responsibilities: 1. Provide appropriate personnel for the support turnover meeting 2. Provide a location with a conference phone for the support turnover meeting 3. Project Closure sign -off Inputs (prerequisites): 1. Agenda 2. Schedule the meeting 3. Project Closure sign -off template Outputs (completion criteria): 1. Account Management engaged to support the Customer 2. Project Closure sign -off New World Systems" Proprietary and Confidential