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HomeMy WebLinkAboutSpringBrook Investment Proposal DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 Springbrook :.._ .,0,•..I,5,1{.:mn,Y1Si=A.i•_+,1713 anmfON:'eA:ELF"...--....-700....¢^,7+11.... ..71M1F wCIY017nZ"fyC10MY9ilv'.:::"-x,2.16�-Y' CFn'.-,rwepun-,u,,-,r,Yre•-'K,,,VG1 ,.'"".-4 F CITYOF ---, e,I,,,,0-.. .. AUIM:RN r WAS Investment Proposal Springbrook V7 Central Cash/POS for City of Auburn , WA October 24, 2013 MIT ,- e..: .r ‘04...'_ Fti g � � ,� a� ;t �r . ., Springbrook Software• >''',1'''''.4. a `5 yr„ ,:` r4fi,, Y r Ron Schlitzkus mli a Installed Account and Migration ` e +" v :7 Manager . , , ;.4 ,.. 0 _14 866 256.7661 -toll-free.ext-6287 NC ..,44%,.:,, :•. X4,,4 b 503-820-6287-Direct i ,�J ;a{ : , Ron.Schlitzkus(o)soittrk,com .-tit.,: -, w....° -..-,,,, y t37.. f' 1 ,,,,I,,,,I,. .,P1-1.e. 1 J- i t x` x 'ri. � 4 t....._. ...-�....,. -.., ....�._,.K'd-+:-_,.:..,-r....,_.:,...........-.n,9,.._ a..s...,s..,.-•;ra..mrc...u . ce°.sm.::4:`---rer1n.--c�-norms". (I IA.of Auburn,WA SpringNook Softwarc (onlidcn1I I and Proprietary I DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 Si.)1 1 I.1 4 f.)1 47:tk .5 sk.', I' , ,._ vl,r.;= 4 i." <.i ,.. Licensed Products and Services ! ��7 3 'fir 5( m°r viaag' Already owns Already owns $1,400 $1,200 55,000 5600 $600 TA .a ' , i `, 7111 t S i4 :::11.47.).1; ' ai eno Pif,r `sx ia k 51 _,07:4d „i $900 YO�r 3 } X �tajgVet,a Oro ¢ P a�°r71+ tV1 "fi ��ffiI;EsttiriatadiPlEO�jeetC �:-' �F;": r.^r`"sz�: as.. . � Pr9�7,gA; ° 75t:Fy11 Yea rebialoganego $0 pq a��y .�, � $1,000 � A, s„5:«a.kv �a—g,At,n'N.....a $500 WiQ10t1140ee60 '. rra aa18iYearfaea A _. iriaa Payment Schedule Springorook License Fees $ 5,000.00 $ 4,000.00 100%Due upon signing Service Fees:Training/Consulting,Project Management,Conversion and � Business Process Study $ 4,700.00 $ ✓1.175.00 25%Due upon signing $ 1,175.00 25%Due upon Acceptance of Statement.of Work $ 1.175.00 25%Due upon Completion of Setup Phase $ 1,175.00 25%Due upon Go-Liie Acceptance Total Project Cost' $ 9.700.00 $ 6,17500 Total due upon signing Total Project Costs do not include travel,maintenance or subscription fees.Maintenance and subscription fees due 6 months from contract execution. This Order Form shows applications Client has purchased and the amount charged liar each,the cost for implementation services.and the nccompanying current maintenance costs.By signing the Order Form.Client is agreeing to purchase these.apptications under the umbrella of the original master agreement and the associated addenda in addition to any terms described in this agreement to be executed between Client and.Vendor and to the prices contained herein.Pricing is based on standard.contract.Deviations from standard contract terms may result in modified. prices. Order Form assumes all products to be implemented tinder the scope of it single project. Client caused project delays or requests to implement modules separately may require a cluing,:. order and'additional services fees. Training and'Business.Process Study(BPS)Estimates do not include travel.time or travel expenses.••luvestnent will vary based on number of users, servers and GB being backed up. Electronic Signatures and Copies of Documents: The parties agree that this Agreement and any other documents.memorializing agreements between the parties may be executed and/or delivered by electronic means,including.without limitation.electronic signatures.images of signatures,or copies of original signatures or documents,and may be delivered by electronic mail,facsimile transmission,or other electronic or non-electronic means. All documents executed and/or delivered by electronic means shall have the same force and effect as an original,signed document. for all intents and purposes,including.without limitation,all applications of statutes of frauds,the best evidence rule,and airy similar rules,statutes. regnlatimrs,or other principles of law,.The party receiving a document signed and/or delivered by electronic means may rely on and an such electronic.document to the some scopennd extent as if it were the original.hard copy document duly executed by the other party. Vendor: SpringbreirCD S n ct.ry: Client: rum roSUALV By: 411,411!!'By: "-CD69FADB732943A... ,/J Name(Print):TimRosener Name(Print): ICe ✓t rele'.�a�.• Title:Vice President.Corporate Develooment - Title: i re a 4* .7/1,4 v /& fr o„-t 3 /edit y 1/14/2014 Date: Date: /.2/i' I 1 3 • DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 ,ekSpringbrook - ' ,,,,......- cITY OF 1."111AS 11 IN'OroM / Investment Proposal V6.05 to V7 . NET Migration In-House Server for City of Auburn , WA October 24, 2013 Springbrook Software ,,, e, .„:„.7,7,,,. IRnosntaSilecd Account A. it Manager ( •'.: unt and Migration .,#:,.. 866.256.7661 -toll-free:ext-6287 I Alt 0' ,s.4.1,3r t•-:::t f 4 ft , 503-820-6287-Direct 4. 'P Ron.Schlitzlaissorbrk.00m t .4- r....!.e,', . , ITIY, .S4c4 -!`"4:reFAh OAP- - :•0":7,:e Aiki,,'A,,r,..,- - .-'" (.,,.,of Auburn.WA•Migre.tron Proposal and Order Font! Conridennal P-op;;ty I DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 Springbrook !:N.M'C+•.dFMIJhlOiQKY:5 w:1!4V•..9wl.n4fi^.. T.,5r:k`it!=d..3�'IuM:eWeC9EiK�i`aNC.:gilffl..^aY.`T?.]M�^'T :N.'aIFY WWW 7,6 1*....W.9.:iF«IL1WJi'.in^1°'—'°`"�"'°".1'Z'.'lt�@ie{BAX'W. ':K4 •••• f V7 .NET Migration Proposal Customers who chose to migrate from our client-server version (V6) to Springbrook Software's .NET (V7) software are provided with the base software modules that are currently covered under a software maintenance agreement at no charge. However, services associated with the actual upgrade, such as Consulting and migration management services (project management, technical, programming, business analysis, custom code reduction review) and requests by client for Springbrook Software to rewrite any custom software to operate in the NET environment are outside the scope of the customer's annual software maintenance agreement. Springbrook will provide and invoice these services on a fixed bid basis. A successful migration of the Springbrook application and database to V7 requires close teamwork between each of our respective organizations. During this process you and your staff will be working with nearly every department within Springbrook's organization. Staffing resources from the following departments will play a major role in your migration: • Sales/Marketing • Implementations o Project Management o Consulting/Training • Programming • Conversions • Quality Assurance • Technical Services The professional service fees identified in this Agreement are described on the following pages and include: • Migration Management Services • Migration Consulting/Training • Initial Custom Code Review for this proposal (if applicable) • Custom Code Reduction Review Services (if applicable or requested) • Data Conversion • Technical Service for installation of the new database release and new NET release _..n-' T: ...•...--.. A ....�. .i,.,..r-, ...=..W:.+x•.r.+s•zr:rc,.se e✓:::v-!�-.t$r_s.-v, -a,-a.._n&ra=.r+,.•..:�tv+..x,-;..v....wym�.•.,,..•.:..�v.r...-. .>-rc:..+. C'it,Y ul:\uhtun.'WA•MI,,,r:nion ',oposal;yid Order Furrn Cnnf.lenuul I'raprrq. ..3 DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 • ritSpringbrook ::.*.mtv'.tzr.zsmmaxcnumine.ua:aor4o.suvs,Arau-oau.wa.-.r....ian....+=,rx.,ua.-=gr.xvxkcgax.g....a.ra.vaaor=nvrat.a=.ranwrg.x.gossorwraxv-mccaasz.t.vxzsr=rtrsr.weadroictga.a.4r.ve..a,ronnwi EXAMPLE PRC)JECrir TIMELINE Springbrook 2.3 -.'2,1'.'41•Ve,c1,k,',;:rlit'24'W;iitIVI.I.St:27' 41,i0e1;4%1.;-"aillgatelifig 'NOTE:Project Outline assumes all available resources available in a sequential event.Depending on the inculsion eta testing phase,a negation project typically has a 10-18 week project run time from Planning Phase through Go-Live Phase. "—IV• k i • wii,;0-ia . i•P :,12-1,,mf dq,pritg.ger Silted Contracts Remote Sales&Contracts Yes Migration Team Welcome Call Remote Sales,PM&Client Yes Detailed Custom Code Analysis Remote Progratrolng Comtism\Business Analyst Review Remote Consultant&Client Contracts and Questionnaire Review Remote Nfigration Team Project Assignment Remote PM Scheduling Call Remote PM&Client Yes ELTREEFEEILOMEMIROMMTMIESEEBRIMio4.,-;.,,Nm;,-% �tT K ick-ofr can Remote PM,Consultant&Client Yes Project&Sales Survey Review Remote PM,Consultant&Client Hardware&Software Review Remote PM&Chest toiled Prograntriug Data Pull and Test Upgrade Remote Propitiating Esaterprise Software Install Remote Programming liU.5.g.rg"i.0747•141 Live Overview(Navigation&Security) Remote Consultant&Client Progranying Custom Code Rewrites Remote Programming System Configuration wilt Client Data(Users,Security,Test Checks&Statements) Remote Consultant 8c Client Yes Consultant In-House Testing Renxne Consultant&Client Yes Processing Video Overviews(Module specific processes) Remote Client •i•• I!' Programming Data COMT.19013 Remote Programming Yes Load System Configumtbns Remote Consultant Processing Assistance&Training On-site Consultant&Client Project Status Call Remote PM,Consultant&Client Yes Programming Data Convention Remote Programming Yes Load System Conflinantians Remote Consultant Processing Assistance&Training On-site Consultant&Client Project States Cat Remote Client,Consultant,PM&Transition Services Yea Transition Services Weekly Calls Remote Transitknt Services&Client Yes Follow-up Training and Expanded Features on V7 Een-ole‘On-site PM,Tmnsilion Services&Client Yen "EL li:IT1j.c&24;.2::rn City ol Auburn,\VA•Migration Proposal and Order Rs1111 i:onticlen Propoly `.; DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 q SPr ngbrook Custom.Code Reduction Review Services (if applicable or requested): Springbrook understands that the customization figures associated with ongoing maintenance services may not be concrete enough for your organization to secure project and budget approval. Recognizing this, Springbrook is able to offer a detailed custom code review upon written notification that your organization would like to proceed with a migration to V7. Since customization is often material,jointly investing time in this area to identify whether standard V7 functionality delivers the same or better results, can result in reduced annual maintenance associated with custom rewrites. There is no up-front fee for performing this service and effectively, in a good-faith effort, Springbrook is fronting your organization services that are part of the migration management services component of quotation. Depending on the level and complexity of customization, a significant amount of effort on both of our parts may be required for a successful outcome. During the normal course of the project, all other custom code will be closely evaluated and significant emphasis will be placed on trying to utilize standard V7 functionality to eliminate as much of the custom code as possible. For this review to be scheduled, a Springbrook Project Manager will be assigned to oversee this pre- contract component of the project. Depending upon the number of programs and level of customization, we may assign and schedule a pool of resources which could include programming staff, business analysts, trainers and consultants to completely review each custom solution and determine whether or not it is a standard function in V7 or whether an alternate means exists that delivers the same, or better result. There will likely be multiple conference calls, webinar demonstrations and emails required between our organizations and all communication will be funneled through Springbrook's assigned Project Manager to ensure the appropriate resources are scheduled, timelines met and communication conveyed to the main point of contact within your organization..For each program that may need to be rewritten, a statement of work will be generated. Middle Tier Licensing: As part of the migration, the legacy product that utilized a Progress V9 Middle tier has been replaced by new more dynamic technology. As part of this technological change we have retired the Progress components, and concurrent V6 licenses are converted to named users for an equal number. The designations of user types on the new platform are below: Named User(1): 1 Named users can access the system on average more than 2 hours per week. Access Agent (1): 1 Access Agent allows up to 100 people access the system for less than 2 hours per week on average. Cif.•of Au.ihum.WA•NAigrahon Propn::al and Order Form - Conlidenuul Prupert}•.- 7 DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 Springhrook rwum.ka,.r..test.raa ttRn.e......iW reresr:taam. .rs.c nr=xtY'LYS.War...X wunt:.a.mv.arassrP3.frQS.°:q,T.lt'3 ocemovUYIN�S'+ 'MAx .,,k4=Wf: .fogistoueOPoT'd.m..t..Nomrecla S Scheduling Your Migration Within approximately two weeks of receiving your signed agreement, you will receive either written or • verbal correspondence from a member of our Implementation Department to schedule an introduction call. Migrations are scheduled by your assigned Project.Manager on a first come, first serve basis upon receipt of the signed contract. Please keep in mind that based on the time of the year, it may be six or more months before the on-site portion of the migration event takes place. In fairness to our other clients, we are unable to hold or block weeks on a calendar until we have an executed agreement in place, and detailed discussions between Springbrook's Project Manager and your assigned Project Manager have • been held. Migration Conclusion Your original investment in Springbrook Software has been protected through the development of Version 7. With significant input from many of our clients, Springbrook has developed the next generation of software that will serve you, your stakeholders, and your constituents for many years to come. Version 7 (V7) provides an easy to deploy, easy to use and easy to access product. With the optional web-based and real-time interface modules we've introduced, your organization can also extend 24/7 service to your constituents for secure inquiry and payment options. And your employees will have the ability to remotely log time, view and print pay-stub and W2 information or complete open enrollment. We continue to solicit and implement ideas from our clients and continue to introduce new and powerful features into V7 each day. We value and thank you for your continued business and look forward to working with your team on this exciting project. Auburn.V.A•Mr;ra on Piopusal:uid I) io.I orrn Cur,alenuual Pi ly- 9 DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 ringbrook r,<..r„ .u.vxc w'=x rr•.we.f.1.:trWW.:x:gti.o•,seNIA/12,m,04.11 'a:+,::umw•a,; e�ix�aw7c -r4':;w:nr.rvet*,- .+•.ar-e.::w,e�r± a Port Go Live Review and Training(Optional but Recommended Revifew,and Training(60 days after Go Live 1 +veek,,on site or remote $6,000 OI jectrve� after.you have been using the system topirovide;additional' itralohig of thellew features,iri g , —s Total Post Go Live Review.and Trainin $6 000 Prices Valid for 180 Days from: 10/24/2013 10 -Existing Named SQL Users(Application Server) Pricing is based on standard contract-deviation from standard contract terms may result in modified prices. Training will be invoiced at actual at$125/hr. Training and Consulting time includes all time,onsite and remote,that Software consultants and other Springbrook resources expend on this engagement. Training and consulting amounts above are Estimates, your organization will only be invoiced for the actual hours of training and consulting time used. Training Estimate does not include travel time or expenses. I • Cite!If Auhurn.V•A f■.ileraucm PI'oiw.ai and(Ado Form Cunlc.lcnti:d I'rope:nq- I I 1 8 8 8 8 8 8 8 8 8 8 4 c _ i °>-2 1 %1 4 a: z a Z a a E• L a z c - 8 E 88 8 $ 88 8 8 8 88 8 88 c m ,6 w A . Q LL n 5 ..- ..: €3 "o Q c m E w g ,'. 5s m° S:ss c = 2R ;IR 'c 3 a - ;- > ; d I c o E E h E ° $L o I'm! Z = . 3 II!s ; a ° a - lig Sd z° • va aE It E n° a ` m `c a " m a n _ ^ _ a s E ° ° I.5. 15. e-a . _ ° io ` . ` ° > mp r..;_-F, =4m ost = ans8 a: aAn $S ° ` _ _ aE a' °an o m r E DI _ =- u 0E a c c • c`£ YR ° g= r E. _a E S fan ga E Z.2 .1" m V= - g i ot m ib m ° ° s ! iI 9 c i t s i !i o u a $ a G m r S ;5 m 2_ = c a=o o EE m= E o b a r - 8 a °S ra - a m o m i:o _i - _ c g m a=Fu t c m x E 8 L° m3' '" a$ � '-'4 :1° m m 0 li ° ' ° °oEa m3 1o •3 H°S7€;1oS aOma$igi€5lo a ofea oSWii v 14411 m4; # NIl E" g ar8g=F° i= hmB L t l 3 m^x T d N o a s o g m E E 5' io'= ^ $tel m c c o m u m o 0;LL o a¢5:g i fi n=p 1 e ot23a$k3 ;M a o $ am a 3 °_°_ ma m°°° g^ _m Eo5gm "3 voo r �aca= °ain 2Qm9omS vi?3$ 4, -.12,;3g22 9m=8S ammo31zZ,0 12mEW4i�-$ E°a iggrq=_O oEo € o3m m8aq $ m5 iam_ .n2 gimm"E2 a0 °gl " °-" t m$` m u oo2 m 0 l2p c3l4. a map m-.-.;$^3O ^ S°Sm :°tE$$ a` Sm m5,22.1 $ S :G.i.: .EE.a0=3 =p- 2.�to 9 _g E^ mam m § -m _ ammoEVE - mmr8;t- _ - aa�2 = :-2Ym lm= m0«o _z:g tiji riW : LE_ m 411920/ rLa=am= l2n t1A14E1 141 Hrlag_o421fg2°Em - Wc. OD o -- e E E EE •• co Q s� _ °e o - - - E4 Y _. °a n - o m y u m 5 5 0 °m °u '� er 0 1 a.o as oa o a o 8 ¢� I E E u g _- O `v` ., A n nn n m n :IA a a' i MCP _ ts a (� )$ 3 a A2 3g =t I n N s e2 3 gR3 € > 'mil 3 �# 3 3 ; ci 3 2i i .. c W c rn N U O O DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 r(S"pring b roo. PAYMENT TERMS City of Auburn, WA 0%Interest Payment Option Deposit is subject to appropriation. Ifproject is not approved,deposit will be applied toward subsequent year's maintenance Training,Consulting& Migration Management Services Amount Due 2% Trng/Migration Mgt.Deposit invoiced $ 492 13% Trng/Migration Mgt. Invoiced&due by Mey.15,2014 $. 3,198✓ 25% Trng/Migration Mgt invoiced&due by Aug 15, 2014 $ 6,151 25% Trng/Migration Mgt Invoiced&due On Jan 15,2015 $ 6,150✓ 25% Trng/Migration Mgt invoiced&due on Jan 15,2016\,itei Aot U $ 6,150 • 10% Trng/Migration Mgt invoiced&due:on Jan 15,2017 OeGA A I IHS _"J . $ 2,460✓ Sub-Total Training,Consulting,Migration Mgt,DB Licenses: $ .24,60Q Port Go-Live Review and Training(Optional but.Recommended) 100% Post Go-live Review and Training due upon delivery $ 6,000/ Sub-Total Post Go-Live Review -$- 6,000 GRAND TOTAL: S 30,600 *Total Project Costs do not include Travel and Travel expenses.Client shall reimburse Vendor for any reasonable'.expenses,including travel and related expenses incurred,not to exceed $8,500 in the performance of Professional Services. . This Order Form shows applications Client has purchased and the amount charged f6r each,the cost for implementation services,and.theaccompanying current maintenance costs. By signing the Order Form,Client is agreeing to purchase these applications under the umbrella of the original.master agreement and the associated addenda in addition to any terms' described in this agreement to be executed between Client and Vendor and to the prices contained hereon.Pricing is based on standard contract.Deviations from standard contract terms may result in modified prices. Order Form assumes all products to be implemented under the scope of a single project. Client caused project delays or requests to implement modules separately may require a change order and additional services fees.'Training and Business Process Study(BPS)Estimates do not:include travel time or travel expenses. ••lavestuten will vary based oil number of users,servers and GB being backed up.Electronic Signatures and Copies of Documents: The parties agree that this Agreement and any other doctuments memorializing agreements between the parties may be executed and/or delivered by electronic means,including,without limitation;electronic signatures,images of signatures,or copies of original signatures or documents,and may be delivered by electronic mail,facsimile transmission,or other electronic or'son-electronic means. All documents executed and/or'delivered by elecUONC means shall have the same force and effect:as an original,signed document,for all intents and purposes,including,wittiest Iimitati_on,all applications of statutes of frauds,the best evidence rule,and any similar rules,statutes,regulations;or other prii ',les of law. The party receiving a document signed and/or delivered by clectrooic'moans piny rely on and use such electronic document to the same scope and extent a ''it Were the o Cn, lard copy document duly executed by the other party - Vendor: Springbrook Software,Inc. Clle .•City of.'11y.,r' ,—DocuSIg`ned by: Ak.By: _ I t f>OSI.It.r By: _ `mo sonsmomm. - • C069FADB732843A_- • Name(Print):Tim Rosener- - Name.(Print: Pei?, 3. / ✓t`S• Title:Vice President.Business Development Title: / / e w 1/14/2014 Date: Date: i //7/eAl/3 City(if Auburn.WA••Mi;:;rattnnl'roposal and l)rikrForm Confidential Prupi:rty- I5 • • DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 .Spri..la.gbarook CONTRACT 1 201.3 SPRINGBROOK SOFTWARE VERSION SEVEN MIGRATION AGREEMENT This Agreement sets forth additional terms and conditions applicable to Version Seven,Licensed Software Products purchased by the City of Auburn,WA(Client) from Springbrook Software(Vendor). Version Seven is categorized as a new product by the Vendor.This agreement sets the terms and conditions of the exchange of Version Five&Six product licenses and services for Version Seven product licenses andservices and their associated maintenance agreements.This agreement is intended to supplement current licensing and maintenance agreements in effect between the Client and the Vendor,In the event that term or condition in this agreement is in conflict with a previous agreement,this agreement shall prevail. GENERAL TERMS AND CONDITIONS 1 DEFINITIONS (Progress Report Writer.' Is a third party proprietary custom report writing tool use to create client custom reports.Reports created with this )Migration Management Services)Migration Management Services are tool In Progress Version 9 are referred to as"Local Reports', professional services provided to the client as defined in section 5.1. 2 SCOPE OF AGREEMENT. (Migration Consultinel Migration Consulting are professional services provided by the vendor as defined in section 5.3 This Agreement states the terms and conditions pursuant to which Vendor will provide Products and Services to the Client including: £Client Trainer(s))An Individual or group of individuals employed by (a) Implementing products and services as defined in the appropriate the Client (Maximum of 3) that Vendor will train on the use of the order form. products and services covered by this agreement. Client Trainer(S)will be responsible for training the remaining staff in the Client environment. (b) Client understands that all or certain portions of the Products sold or licensed under this Agreement may he provided by a third party service (Client Project Manager) A Project Manager appointed by the client or product provider. that will act as:a single point of coordination and management for tasks (c) Client understands that all Products purchased by the Client as part of that are the responsibility of the client to perform as a part of this this agreement are provided as is, Any Client specific changes(Custom) agreement Client Project manager will coordinate activities with the to the Products will require Order. Change Orde Vendor Project Manager. q g (d) Client understands that products and services provided under this (Vendor Pr oject Managerl A Project Manager assigned by the Vendor to agreement are intended to migrate existing business processes and coordinate and manage the overall implementation of products and procedures to Version Seven product line. Client understands that if It services covered by this agreement.Vendor Project Manager will manage intended to implement new features and services that it has not vendor resources and coordinate with Client Project Manager to ensure previously used that:additional professional service fees may apply. Any that client,resources are being allocated to project tasks as required. additional services must be pre-approved by both parties.in advance. (Fees)will have the meaning set forth in section 3. 3 FEES AND PAYMENT (Remote Services) Remote Services means services performed'by the 3.1 Fees. Vendor at the Vendor place of business with Client at Client's place of business. Client will remit to Vendor all applicable fees for those Products purchased by Client,as set forth in the applicable Order Form(s)or Statement of Work fOn-Site Servicesl On-Site Services means services performed by the (collectively, "Fees"). In addition, Client shall reimburse Vendor for any Vendor and the Clients Place of business. reasonable expenses,including travel and related expenses incurred in the performance of Professional Services. All Fees are non-refundable. (Concurrent Users) are defined as the number of users that can 3:2 Payment. simultaneously access the Vendor software at the same time. Payments due under this Agreement shall be made in U.S,currency In the (Named Users)are defined as Specific users that are granted access to • amounts and at the times set forth in the applicable Order Form or the Vendor Software.These Licenses are assigned to specific individuals Statement of Work or,if not indicated therein,within thirty(30)days of the and cannotbe_shared.Named users are users that need more than two date of invoice.If Client falls to timely pay any amount when due,Client hours a week of access to the Vendor Software, shall pay,in addition,interest at the rate of one percent(1.0%)per month, (Proer cc A cess Agents)are defined as a license for casual users to but not to exceed the maximum allowed by law,onsuch delinquent amount access the Vendor System. 3.3 Suspension of Services f (IIFPr51 are defined as users who access the Vendor less Vendor may,at Its sole discretion, suspend client's-right to use any product than two hours a week. under this Agreement if Client falls to remit any payment when due, as defined in the appropriate order form,within ten(10)days after receiving (Change Order)Is defined as any change to the scope of services of this • written notice from Vendor that payment is past due. agreement that is agreed to by both parties. A Change Order could 3.4 Taxes. include but is not limited to; additional on-site consulting; additional modules; custom programming and development or services not All Fees are exclusive of any sales, value-added, foreign withholding or contemplated by this agreement or the appropriate order form.Change other government taxes, duties, fees, excises, or tariffs imposed on the Orders are subject to applicable Fees. production,storage,licensing,sale,transportation,import,export,or use.of the Products or performance of any services(collectively,"Taxes").If the >a,• I...l'; j ...._ Addcnrinm-Software Llcenc,'Agreement DocuSign Envelope ID:CAA8CEA1-149D-4744-A968-C228EFEA5D30 ft`,Springbrook. CONTRACT 2013 (c) Client agrees and understands that it is purchasing a new product and 6.0 Third Party Product Interfaces that features and functionality in the new system may have been updated to support the needs of the overall Springbrook client base. Client is (a) Client will notify, at the beginning of the project, Vendor Project responsible for ensuring that software provided meets their needs. Manager of all third party interfaces between Vendor Products and other products or services not provided by Vendor. (d) Client agrees and understands that changes to standard functionality are considered custom requests and will require a change order. (b) Client understands that interfaces not previously purchased by Client from Vendor and Interfaces that are not current on annual maintenance 6.5 V7 Software Installation will require a Change Order to be completed. Client will make their information technology staff available as requested (c) Session will consist of review of converted data per module between by Vendor Project Manager to facilitate the installation of software. trainer and client. 6.6 V7 Standard Reports Review 6.9 Go-Live Session (a) Client will participate in Standard Report Review meetings. (a) Client Project Manager will work with Vendor Client Manager to (b) Client will require that personnel with the authority to make schedule the Go-Live Conversion. decisions about reporting and the appropriateness of reports being (b) Depending on size of Client database, client will be required to provided are in all meetings. schedule 2 to 4 days of downtime to accommodate the conversion of data (c) Client will be required to approve all reports and confirm that prior to the go-live session. reporting requirements are being met. (c) Client will make appropriate staff available during the go-live session, (d) Client agrees and understands that it is purchasing a new product and (d)Client will be prepared and have appropriate staff available to that standard reports in the new system may have been updated to validate that the conversion and the new software meets their support the needs of the overall Springbrook client base. Client is requirements as defined by this agreement. responsible for ensuring that reports provided meet their needs. (e) Software Consultant will be on-site for this session, (e) Client agrees and understands that changes to reports are considered custom requests and will require a change order. 7 ENTIRE AGREEMENT 6.7 V7 Application Overview Session This Agreement is a supplement to the terms and conditions set forth in clients licensing and maintenance agreement in effect with Vendor. Client will participate In Application Overview Session,with at least one Notwithstanding any other agreement in the event that a term or condition Client Trainer. in this agreement conflicts with any previous agreement this agreement will prevail. IN WITNESS WHEREOF,each of the parties hereto has caused this addendum to be executed by its ly authorized offi,‘, or represe -. —DocuSigned by: .11/P1.. Vendor: Il FOS r Client:CI, ofAub is, , '' By. I` By: Name(Print): 1�sh00bin... Name(Print): $• 'Lie `"y vice Title: 1/14/2014 dent Business Deve I opmeillTitle: 1IA•yrne Date: Date: 7/,?-1 i—3 Pah.:3,.r ( - AJdendum-Snnarare t.in•nsc Agreement • vati vecl 111- 14- tc,Springbrook Invoi s "ce r� "`� 1 l'`� Relationships beyond. sojtuxrr 1000 SW Broadway Date 6/30/2014 STE 1900 Invoice# INV28683 Portland OR 97205-3071 Terms Net 30 Phone:503.820.2200 Due Date 7/30/2014 - Email:billinginquiries©sprbrk.com BIII To City of Auburn 25 West Main Street Auburn WA 980014998 • Memo WO#05.09.14-006 Custom Re-write Description Tax Amount Custom Re-write for New Billing>Generate 1,000.00 Customer Discount (1,000.00) Total $0.00 Please Detach Bottom Portion&Remit With Payment Company Name:00585 City of Auburn_WA Duo Date:Invoice#: INV28683 INV28683 Please remit payment by due date to: Total Amt Due: 0.00 SPRINGBROOK SOFTWARE INC PO BOX 8465 PASADENA CA 91109-8465