HomeMy WebLinkAboutAgenda Report - July 18, 2018 C-10TM
AGENDA ITEM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Five -Year
Agreement for Land Management Permit Software and Software
Maintenance Services with Superion, LLC of Lake Mary, Florida, in an
Amount Not to Exceed $530,000 and Appropriate Funds in the Amount of
$270, 000
MEETING DATE: July 18, 2018
PREPARED BY: Community Development Director
RECOMMENDED ACTION:
BACKGROUND INFORMATION:
Adopt resolution authorizing City Manager to execute a five-
year agreement for Land Management Permit Software and
software maintenance services with Superion, LLC of Lake
Mary, Florida, in an amount not to exceed $530,000 and
appropriate funds in the amount of $270,000.
In November 2017, staff issued a Request for Proposal for
new Land Management Software and received five responses
from three separate venders.
Accela Land Management managed the original access based permit software that the department
used from 2000 through June 2013 and staff was pleased with the product. When it was time to
upgrade the system the product offered by Accela was not financially feasible. Community
Development along with Public Works, Electric Utility, Fire and Code Enforcement currently utilizes
permitting software provided by iWorq. The system has been used since July 2013 and was
purchased during the down economy and suited the financial needs of the time.
The five quotes that were received are as follows:
Vender Software Implementation
License Cost
Cost
Accela, Inc.
$ 61,070
MaintStar
$ 80,000
Superion (1)
$ 153,600
Superion (2)
Superion (3)
$ 153,600
Other Costs
Total Startup
Cost
Annual
Maintenance
Cost
$ 157,760
$105,000
$266,197
$266,197
$100,258
$266,170
-0-
$218,830
$ 61,070
-0-
City Hosted
$185,000
$382,000
$41,700
(hosting)
Cloud
Subscription
$446,770
$488,470
$366,428
$165,279
$345,241
$315,758
On April 4, 2018 the City Council approved the execution of a five-year agreement with Accela
Land Management. After council approval Accela requested a change to the contract which would
have required staff to bring the item back for additional approvals.
Superion had been reaching out to staff since early March to receive feedback regarding the
reason for choosing another vender, and during staff's response they offered to revisit their
proposal based on our discussion and sent revised information as shown below:
APPROVED: lea%��,C+
en SchW..au: , City Manager
J:\Community Development\Council Communications\2018\07-18_PSA_Purchase_Su{Kerion_PermitSoftware_and_Maintenance doc 7/9/2018
Adopt Reso for land management software
July 18, 2018
Page 2 of 2
TRAKiT: Cloud Subscription Pricing – 5 Year Investment Analysis
Year 1
Year 2
*Year 3
*Year 4
*Year 5
5 Year Total
Annual Subscription
$ 45,786
$ 45,786
$ 48,075
$ 50,479
$ 53,016
One -Time Start-up Costs
265,010
Total Costs
_$
$ 310,796
$ 45,786
$ 48,075
$ 50,479
$ 53,016
$ 508,152
Note: *Years 3-5 assume a 5% increase each year
Staff recommends Council adopt a resolution rescinding Resolution No. 2018-55 and authorizing
the City Manager to execute a five-year agreement for land management permit software and
software maintenance services with Superion, LLC of Lake Mary, Florida, in an amount not to
exceed $530,000.
FISCAL IMPACT: Start-up costs will be absorbed in the Community Development
Special Revenue Fund.
FUNDING AVAILABLE:
SS/DC/kjc
Funding for first year start-up cost is being appropriated to account:
27081000.72313 $270,000
Future annual maintenance will be included in the annual fiscal
budget in the five department budgets that will be utilizing the system
Andrew Keys
Deputy City Manager/Internal Services Director
Ste' wabauer'—'
Community Development Director
Agreement
of
1
of
)V5UPERION 111
Superion Solutions
This Superion Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature
block below (the "Effective Date"), is entered into between Superion, a Delaware Limited Liability Company with
its principal place of business in Lake Mary, FL ("Superion") and the City of Lodi, CA. ("Customer"), together
with Superion, the "Parties", and each, a "Party".
WHEREAS, Superion licenses and gives access to certain software applications ("Superion Solutions") to its
customers and also provides maintenance, support, migration, installation and other professional services; and
WHEREAS, Customer desires to license and/or gain access to certain Superion Solutions and receive
professional services described herein, and Superion desires to grant and provide Customer license and access
to such offerings as well as to support them with professional services, subject to the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the
signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all
the following provisions and exhibits of this Agreement:
I. Superion, LLC
City of Lodi, CA.
1000 Business Center Dr.
Lake Mary, FL 32746
P.O. Box 3006
Lodi, CA. 95241
By:
By:
Print Name:
Print Name: Stephen Schwabauer
Print Title:
Print Title: City Manager
Date Signed:
Date Signed:
1. Superion Solution: TRAKiT Public Administration
2. Term.
2.1. Initial Term. The Initial Term of this Agreement
commences as of the Effective Date and will continue in
terminated earlier pursuant to any of the Agreement's
renew for additional successive one (1) year terms
of the Agreement's provisions (a "Renewal Term" and,
of the contract by issuing a notice of non -renewal,
to the expiration of the current contract term.
granted by Superion to Customer under this Agreement,
to the amounts and payment terms outlined in Exhibit
in this Agreement have the meanings set forth below:
demand, lawsuit, arbitration, inquiry, audit, notice
subpoena, or investigation of any nature, civil,
at law, in equity, or otherwise.
Person that directly or indirectly, through one or more
under common control with, such Person.
consultants, contractors, and agents who are
the Superion Solutions under the rights granted to
effect for five (5) years from such date unless
express provisions (the "Initial Term").
2.2. Renewal Term. This Agreement will automatically
unless earlier terminated pursuant to any
collectively, with the Initial Term, the "Term").
2.3. Non -Renewal. Either party may elect to end renewal
in writing, to the other party six (6) months prior
3. Fees. In consideration of the rights and services
Customer shall make payments to Superion pursuant
(the "Project Cost Summary").
4. Definitions. Capitalized terms not otherwise defined
4.1. "Action" means any claim, action, cause of action,
violation, proceeding, litigation, citation, summons,
criminal, administrative, regulatory or other, whether
4.2. "Affiliate" of a Person means any other
intermediaries, controls, is controlled by, or is
4.3. "Authorized User" means Customer's employees,
authorized by Customer to access and use
Customer pursuant to this Agreement, and for whom access to the Superion Solutions has been
purchased.
4.4. "Baseline" means the version of a Superion Solution updated to the particular time in question through
Superion's warranty services and maintenance, but without any other modification whatsoever.
4.5. "Component System" means any one of the computer software programs identified in Exhibit 1,
including all copies of Source Code, Object Code and all related specifications, Documentation,
technical information, and all corrections, modifications, additions, development work, improvements
and enhancements to and all Intellectual Property Rights for such Component System.
4.6. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded,
or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or
through the Superion Solutions, provided the data is not personally identifiable and not identifiable to
Customer.
4.7. "Custom Modification" means a change that Superion has made at Customer's request to any
Component System in accordance with a Superion-generated specification, but without any other
changes whatsoever by any Person.
4.8. "Customer Systems" means the Customer's information technology infrastructure, including
computers, software, hardware, databases, electronic systems (including database management
systems), and networks, whether operated by Customer or through the use of third -party services.
4.9. "Defect" means a material deviation between the Baseline Superion Solution and its Documentation,
for which Defect Customer has given Superion enough information to enable Superion to replicate the
deviation on a computer configuration that is both comparable to the Equipment and that is under
Superion's control. Further, with regard to each Custom Modification, Defect means a material
deviation between the Custom Modification and the Superion-generated specification and
documentation for such Custom Modification, and for which Defect Customer has given Superion
enough information to enable Superion to replicate the deviation on a computer configuration that is
both comparable to the Equipment and that is under Superion's control.
4.10. "Documentation" means any manuals, instructions, or other documents or materials that Superion
provides or makes available to Customer in any form or medium and which describe the functionality,
components, features, or requirements of the Superion Solutions, including any aspect of the
installation, configuration, integration, operation, use, support, or maintenance thereof.
4.11. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.
4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer,
software, firmware, hardware, system, or network; or (ii) any application or function of any of the
foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent
Customer or any Authorized User from accessing or using the Superion Solution as intended by this
Agreement.
4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied
for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark,
trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent
rights or forms of protection, in any part of the world.
4.14. "Maintenance" means optimization, error correction, modifications, and updates to Superion Systems
to correct any known Defects and improve performance. Maintenance will be provided for each
Component System, the hours and details of which are described in Exhibit 2 ("Support Standards").
4.15. "New Releases" means new editions of a Baseline Component System or Custom Modification.
4.16. "Person" means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association, or other entity.
4.17. "Personal Information" means any information that does or can identify a specific individual or by or
from which a specific individual may be identified, contacted, or located. Personal Information includes
all "nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health
information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
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"Personal Data" as defined in the EU Data Protection Directive (Directive 95/46/EEC), "Personal
Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
regulations issued under any of the foregoing.
4.18. "Professional Services" means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on-site
support services, assistance with data transfers, system restarts and reinstallations provided by
Superion.
4.19. "Representatives" means, with respect to a party, that party's employees, officers, directors, agents,
subcontractors, and legal advisors.
4.20. "Superion Personnel" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of Superion.
4.21. "Superion Solution(s)" means the Component Systems, Documentation, Custom Modifications,
development work, Superion Systems and any and all other information, data, documents, materials,
works, and other content, devices, methods, processes, hardware, software, technologies and
inventions, including any deliverables, technical or functional descriptions, requirements, plans, or
reports, provided or used by Superion or any Subcontractor in connection with Professional Services or
Support Services rendered under this Agreement.
4.22. "Superion Systems" means the information technology infrastructure used by or on behalf of Superion
to deliver Superion Solutions, including all computers, software, hardware, databases, electronic
systems (including database management systems), and networks, whether operated directly by
Superion or through the use of third -party services.
4.23. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined in Exhibit 2.
4.24. "Third -Party Materials" means materials and information, in any form or medium, including any
software, documents, data, content, specifications, products, related services, equipment, or
components of or relating to the Superion Solutions that are not proprietary to Superion.
5. License, Access & Services.
5.1. License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms
and conditions of this Agreement, Superion hereby grants to Customer a non-exclusive, non-
sublicensable, and non -transferable license to the current version of the Superion Solution(s) outlined in
Exhibit 1 at the time of this Agreement's execution.
5.2. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users'
compliance with the terms and conditions of this Agreement, Superion hereby grants Customer a non-
exclusive, non -transferable right to access and use the Solutions, solely by Authorized Users. Such use
is limited to Customer's internal use. Superion shall deliver to Customer the initial copies of the
Superion Solution(s) outlined in Exhibit 1 by (a) electronic delivery, by posting it on Superion's network
for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on
a disc or other suitable media transfer method. Physical shipment is on FOB-Superion's shipping point,
and electronic delivery is deemed effective at the time Superion provides Customer with access to
download the Solution. The date of such delivery shall be referred to as the "Delivery Date."
5.3. Documentation License. Superion hereby grants to Customer a non-exclusive, non-sublicenseable,
non -transferable license to use the Documentation during the Term solely for Customer's internal
business purposes in connection with its use of the Superion Solutions.
5.4. Service and System Control. Except as otherwise expressly provided in this Agreement:
5.4.1. Superion has and will retain sole control over the operation, provision, maintenance, and
management of the Superion Solutions; and
5.4.2. Customer has and will retain sole control over the operation, maintenance, and management
of, and all access to and use of, the Customer Systems, and sole responsibility for access to
and use of the Superion Solutions by any Person by or through the Customer Systems or other
means controlled by Customer or any Authorized User, including any reports or results
obtained from any use of the Superion Solutions, and conclusions, decisions, or actions based
on such use.
5.5. Limitations. Customer must provide Superion with such facilities, equipment and support as are
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reasonably necessary for Superion to perform its obligations under this Agreement, including, if
required by Superion, remote access to the Equipment. Superion is not responsible or liable for any
delay or failure of performance caused in whole or in part by any Customer delay or Customer's failure
to perform any obligations under this Agreement.
5.6. Exceptions. Superion has no obligation to provide Support Services relating to any Defect with the
Superion Solution that, in whole or in part, arise out of or result from any of the following:
5.6.1. software, or media on which provided, that is modified or damaged by Customer or third party;
5.6.2. any operation or use of, or other activity relating to, the Superion Solution other than as
specified in the Documentation, including any incorporation in the Superion Solution of, or
combination, operation or use of the Superion Solution in or with, any technology (software,
hardware, firmware, system, or network) or service not specified for Customer's use in the
Documentation;
5.6.3. any negligence, abuse, misapplication, or misuse of the Superion Solution other than by
Superion personnel, including any Customer use of the Superion Solution other than as
specified in the Documentation or expressly authorized in writing by Superion;
5.6.4. any Customer's failure to promptly install any New Releases that Superion has previously made
available to Customer;
5.6.5. the operation of, or access to, Customer's or a third party's system, materials or network;
5.6.6. any relocation of the Superion Solution other than by Superion personnel;
5.6.7. any beta software, software that Superion makes available for testing or demonstration
purposes, temporary software modules, or software for which Superion does not receive a fee;
5.6.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
5.7. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Superion Solutions, or Third -Party Materials, whether expressly, by
implication, estoppel, or otherwise. All right, title, and interest in the Superion Solutions, and the Third -
Party Materials are and will remain with Superion and the respective rights holders.
5.8. Changes. Superion reserves the right, in its sole discretion, to make any changes to the Support
Services and Superion Solutions that it deems necessary or useful to: (a) maintain or enhance the
quality or delivery of Superion's services to its customers, the competitive strength of or market for
Superion's services, or the Support Services' cost efficiency or performance; or (b) to comply with
applicable law. Without limiting the foregoing, either party may, at any time during the Term, request in
writing changes to particular Support Services, Professional Services or their product suite of Superion
Solutions. The parties shall evaluate and, if agreed, implement all such requested changes. No
requested changes will be effective unless and until memorialized in either a Superion issued Add -On
Quote signed by the Customer, or a written change order or amendment to this agreement signed by
both parties.
5.9. Subcontractors. Superion may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each, a "Subcontractor").
5.10. Security Measures. The Superion Solution may contain technological measures designed to prevent
unauthorized or illegal use of the Superion Solution. Customer acknowledges and agrees that: (a)
Superion may use these and other lawful measures to verify compliance with the terms of this
Agreement and enforce Superion's rights, including all Intellectual Property Rights, in and to the
Superion Solution; (b) Superion may deny any individual access to and/or use of the Superion Solution
if Superion, in its reasonable discretion, believes that person's use of the Superion Solution would
violate any provision of this Agreement, regardless of whether Customer designated that person as an
Authorized User; and (c) Superion may collect, maintain, process, use and disclose technical,
diagnostic and related non -identifiable data gathered periodically which may lead to improvements in
the performance and security of the Superion Solutions.
* SUPER ION _
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Superion
Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the
generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Superion Solutions, or rent, lease, lend,
sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Superion
Solutions to any Person, including on or in connection with the internet or any time-sharing, service
bureau, software as a service, cloud, or other technology or service;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain
access to the source code of the Superion Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Superion Solutions or access or use the
Superion Solutions other than by an Authorized User through the use of his or her own then valid
access;
6.4. input, upload, transmit, or otherwise provide to or through the Superion Systems, any information or
materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
Superion Systems, or Superion's provision of services to any third party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights
notices from any Documentation or Superion Solutions, including any copy thereof;
6.7. access or use the Superion Solutions in any manner or for any purpose that infringes, misappropriates,
or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any
applicable law;
6.8. access or use the Superion Solutions for purposes of competitive analysis of the Superion Solutions,
the development, provision, or use of a competing software service or product or any other purpose that
is to Superion's detriment or commercial disadvantage or otherwise access or use the Superion
Solutions beyond the scope of the authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain,
and operate in good repair all Customer Systems on or through which the Superion Solutions are
accessed or used; (b) provide Superion Personnel with such access to Customer's premises and
Customer Systems as is necessary for Superion to perform the Support Services in accordance with
the Support Standards and Specifications; and (c) provide all cooperation as Superion may reasonably
request to enable Superion to exercise its rights and perform its obligations under and in connection
with this Agreement.
7.2. Effect of Customer Failure or Delay. Superion is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity
prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take
all reasonable and lawful measures within their respective control that are necessary to stop the activity
or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and
preventing any unauthorized access to the Superion Solutions and permanently erasing from their
systems and destroying any data to which any of them gained unauthorized access); and (b) notify
Superion of any such actual or threatened activity.
8. Professional Services.
8.1. Compliance with Customer Policies. While Superion Personnel are performing services at Customer's
site, Superion will ensure that such personnel comply with Customer's reasonable security procedures
and site policies that are generally applicable to Customer's other suppliers providing similar services
and that have been provided to Superion in writing or in advance. Customer shall promptly reimburse
Superion for any out-of-pocket costs incurred in complying with such procedures and policies.
8.2. Contributed Material. In the process of Superion's performing Professional Services, Customer may,
from time to time, provide Superion with designs, plans, or specifications, improvements, works or other
material for inclusion in, or making modifications to, the Superion Solution, the Documentation or any
other deliverables ("Contributed Material"). Customer grants to Superion a nonexclusive, irrevocable,
* SUPER ION
perpetual, transferable right, without the payment of any royalties or other compensation of any kind
and without the right of attribution, for Superion, Superion's Affiliates and Superion's licensees to make,
use, sell and create derivative works of the Contributed Material.
9. Confidentiality.
9.1. Confidential Information. "Confidential Information" means information in any form or medium
(whether oral, written, electronic, or other) that the Disclosing Party considers confidential or
proprietary, including information consisting of or relating to the Disclosing Partys technology, trade
secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with
respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting
the foregoing, Confidential Information of Superion includes the Superion Solution, all software provided
with the Superion Solution, and algorithms, methods, techniques and processes revealed by the Source
Code of the Superion Solution and any software provided with the Superion Solution. In connection with
this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential
Information to the other party (as the "Receiving Party").
9.2. Exclusions. Confidential Information does not include information that: (a) was rightfully known to the
Receiving Party without restriction on use or disclosure prior to being disclosed or made available to the
Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public
other than by the Receiving Party or any of its Representatives' noncompliance with this Agreement; (c)
was or is received by the Receiving Party on a non -confidential basis from a third party that was or is
independently developed by the Receiving Party without reference or use of any Confidential
Information.
9.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access
to Confidential Information, the Receiving Party shall:
9.3.1. not access or use Confidential Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this Agreement;
9.3.2. not disclose or permit access to Confidential Information other than to its Representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party's exercise of
its rights or performance of its obligations under and in accordance with this Agreement; (ii)
have been informed of the confidential nature of the Confidential Information and the Receiving
Party's obligations under this Section; and (iii) are bound by written confidentiality or restricted
use obligations at least as protective of the Confidential Information as the terms in this
Section;
9.3.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at
least the degree of care it uses to protect its sensitive information and in no event less than a
reasonable degree of care;
9.3.4. ensure its Representatives' compliance with, and be responsible and liable for any of its
Representatives' non-compliance with, the terms of this Section.
9.4. Compelled Disclosures. If either Party or any of its Representatives is compelled by applicable law to
disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly,
and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek
a protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable
assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other
limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and
assistance required under this Section, the Receiving Party remains required by law to disclose any
Confidential Information, the Receiving Party shall disclose only that portion of the Confidential
Information that the Receiving Party is legally required to disclose.
9.5. Trade Secrets. Notwithstanding any other provisions of this Agreement, the Receiving Partys
obligations under this Section with respect to any Confidential Information that constitutes a trade
secret under any applicable law will continue until such time, if ever, as such Confidential Information
ceases to qualify for trade secret protection under one or more such applicable laws other than as a
result of any act or omission of the Receiving Party or any of its Representatives.
10. Security.
10.1. Superion will implement commercially reasonable administrative, technical and physical safeguards
designed to ensure the security and confidentiality of Customer Data, protect against any anticipated
threats or hazards to the security or integrity of Customer Data, and protect against unauthorized
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access or use of Customer Data. Superion will review and test such safeguards on no less than an
annual basis.
10.2. Customer shall maintain, in connection with the operation or use of the Superion Solution, adequate
technical and procedural access controls and system security requirements and devices, necessary for
data privacy, confidentiality, integrity, authorization, authentication and non -repudiation and virus
detection and eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solution, Customer shall
maintain agreements with such Authorized Users that adequately protect the confidentiality and
Intellectual Property Rights of Superion in the Superion Solution and Documentation, and disclaim any
liability or responsibility of Superion with respect to such Authorized Users.
11. Personal Data. If Superion processes or otherwise has access to any personal data or personal information
on Customer's behalf when performing Superion's obligations under this Agreement, then:
11.1. Customer shall be the data controller (where "data controller" means an entity which alone or jointly
with others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and Superion shall be a data processor (where "data processor" means an entity which
processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the
relevant personal data or personal information to Superion so that Superion may lawfully use, process
and transfer the personal data and personal information in accordance with this Agreement on
Customer's behalf, which may include Superion processing and transferring the relevant personal data
or personal information outside the country where Customer and the Authorized Users are located in
order for Superion to provide the Solution and perform its other obligations under this Agreement; and
11.3. Superion shall process the personal data and personal information only in accordance with any lawful
and reasonable instructions given by Customer from time to time as set out in and in accordance with
the terms of this Agreement; and
11.4. each party shall take appropriate technical and organizational measures against unauthorized or
unlawful processing of the personal data and personal information or its accidental loss, destruction or
damage so that, having regard to the state of technological development and the cost of implementing
any measures, the measures taken ensure a level of security appropriate to the harm that might result
from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to
the personal data and personal information and the nature of the personal data and personal
information being protected. If necessary, the parties will cooperate to document these measures
taken.
12. Representations and Warranties.
12.1. Software Warranty. Superion warrants to Customer that for a period of eighteen (18) months from the
Execution Date, the Superion Solutions (as delivered to Customer by Superion and when properly used
for the purpose and in the manner specifically authorized by this Agreement), will perform as described
in the Documentation in all material respects, including being free from any viruses or Harmful Code.
12.2. Professional Services Representation and Warranty. Superion represents, warrants, and covenants to
Customer that during the Term, Superion will perform Professional Services using personnel of required
skill, experience, and qualifications and in a professional and workmanlike manner in accordance with
generally recognized industry standards for similar services and will devote adequate resources to meet
its obligations under this Agreement. If Customer reasonably believes that any Professional Services
were performed in violation of this warranty, it will notify Superion within twenty (20) days of service
performance describing the issue, together with adequate supporting documentation and data. Upon
receipt of such notice, Superion's obligation will be to re -perform the particular Professional Services
affected as soon as commercially reasonable at no additional charge.
12.3. Support Services Representation and Warranty. Superion represents, warrants, and covenants to
Customer that during the Term, Superion will perform the Support Services using personnel of required
skill, experience, and qualifications and in a professional and workmanlike manner in accordance with
both generally recognized industry standards for similar services, and the specific guidance for support
found in Exhibit 2, and will devote adequate resources to meet its obligations under this Agreement. If
Customer reasonably believes that any Support Services failed to meet this warranty, they will follow
* SUPER ION _
their preferred escalation path outlined in the Support Standards below, including receipt of service
credit.
12.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET
FORTH ABOVE, SUPERION MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SUPERION SOLUTIONS, PROFESSIONAL SERVICES,
SUPPORT SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND
THAT SUPERION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,
OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR
TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -
INFRINGEMENT. FURTHER, SUPERION EXPRESSLY DOES NOT WARRANT THAT A SUPERION
SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SUPERION SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED
BY ANYONE OTHER THAN SUPERION PERSONNEL, OR WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR
SOFTWARE OTHER THAN THE EQUIPMENT EXCEPT TO THE EXTENT EXPRESSLY SET FORTH
IN THE DOCUMENTATION. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS -IS" AND ANY
REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN
CUSTOMER AND THE THIRD -PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR
MODIFY SUPERION'S WARRANTIES UNDER ANY AGREEMENT OR ANY CONDITIONS,
LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to Superion: Superion
1000 Business Center Dr.
Lake Mary, FL.
Phone: 407-304-3235 email: info@superion.com
Attention: Senior Counsel / Contracts Department
If to Customer:
City of Lodi, CA.
P.O. Box 3006
Lodi, CA. 95241
Phone: 209-333-6714
Attention: Kari Chadwick
email: kchadwick@lodi.gov
14. Force Majeure.
14.1. No Breach or Default. Neither Party will be liable to the other for any failure or delay in fulfilling or
performing any term of this Agreement (except for any payment obligation) when and to the extent such
failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force
Majeure Event"), including Acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion,
national or regional emergency, riot or other civil -unrest, labor disruption, acts and omissions of third
parties, governmental and judicial action (including embargoes, export or import restrictions) not the
fault of the Party failing or delaying in performance.
14.2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the
affected Party shall give prompt written notice to the other Party stating the period of time the
occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay
and minimize the effects of such Force Majeure Event.
15. Mutual Indemnification.
15.1 Superion Indemnification. Superion shall indemnify, defend, and hold harmless Customer and
Customer's officers, elected officials, directors, employees, agents, successors, and assigns from and
against any and all losses incurred by or resulting from any Action by a third party (other than an
Affiliate of Customer) that Customer's use of the Superion Solutions in accordance with this Agreement
infringes or misappropriates such third party's US Intellectual Property Rights, US patents, copyrights,
'irk SUPER ION
J
or trade secrets. The foregoing obligation does not apply to the extent that the alleged infringement
arises from:
15.1.1. Third -Party Materials or Customer Data;
15.1.2. access to or use of the Superion Solutions in combination with any hardware, system, software,
network, or other materials or service not provided by Superion or specified for Customer's use
in the Documentation;
15.1.3. modification of the Superion Solutions other than: by or on behalf of Superion or with
Superion's written approval in accordance with Superion's written specification;
15.1.4. failure to timely implement any modifications, upgrades, replacements, or enhancements made
available to Customer by or on behalf of Superion; or
15.1.5. act, omission, or other matter described in Section 15.2 below, whether or not the same results
in any Action against or losses by any Superion Indemnitee.
15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Superion and its
officers, directors, employees, agents, successors, and assigns from and against any and all losses
incurred by Superion resulting from any Action by a third party (other than an Affiliate of Superion) that
arise out of or result from, or are alleged to arise out of or result from:
15.2.1. Customer Data, including any Processing of Customer Data by or on behalf of Superion in
accordance with this Agreement;
15.2.2. Gross negligence or more culpable act or omission (including recklessness or willful
misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any
Authorized User, in connection with this Agreement.
15.3. Procedure. Each party shall promptly notify the other party in writing of any Action for which
such party believes it is entitled to be indemnified. The party seeking indemnification shall
cooperate with the other party at that party's sole cost and expense. The indemnitor shall
promptly assume control of the defense and shall employ counsel of its choice that is
reasonably acceptable to the indemnitee to handle and defend the same.
15.4. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND SUPERION'S
SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS
THAT THE SERVICES AND SUPERION SOLUTIONS OR ANY SUBJECT MATTER OF THIS
AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD PARTY.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially
breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured
thirty (30) days after the non -breaching Party provides the breaching Party with written notice of such
breach.
16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.
17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. all rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and
Customer shall immediately cease all use of and other activities with respect to Superion's Confidential
Information relating to the Superion Solutions, and within thirty (30) days deliver to Superion, or at
Superion's request destroy and erase Superion's Confidential Information from all systems Customer
directly or indirectly controls; and
17.2. all amounts payable by Customer to Superion of any kind are immediately payable and due no later
than thirty (30) days after the effective date of the termination or expiration.
17.3. The provisions set forth in the following sections, and any other right or obligation of the parties in this
Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information,
Warranty Disclaimers, Mutual Indemnifications & Limitations of Liability), should survive termination or
expiration of this Agreement, will survive any expiration or termination of this Agreement.
17.4. Return of Customer Data. If Customer requests in writing at least 10 days prior to the effective date of
expiration or earlier termination of this Agreement, Superion shall within 60 days following such
expiration or termination, deliver to Customer in Superion's standard format the then most recent
SUPERION
version of Customer Data maintained by Superion, provided that Customer has at that time paid all
Fees then outstanding and any amounts payable after or as a result of such expiration or termination.
17.5. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no
longer purchasing certain Superion Solutions (including those indicated to be Third -Party Materials), if
Customer requests assistance in the transfer of Customer Data to a different vendor's applications
("Deconversion"), Superion will provide reasonable assistance. Superion and Customer will negotiate
in good faith to establish the relative roles and responsibilities of Superion and Customer in effecting
Deconversion, as well as the appropriate date for completion. Superion shall be entitled to receive
compensation for any additional consultation, software and documentation required for Deconversion
on a time and materials basis at Superion's then standard rates.
18. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise
transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily,
involuntarily, by operation of law, or otherwise, without Superion's prior written consent, which consent
Superion may give or withhold in its sole discretion. For purposes of the preceding sentence, and without
limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether
Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or
performance under this Agreement for which Superion's prior written consent is required. No delegation or
other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any
purported assignment, delegation or transfer in violation of this Section is void. This Agreement is binding
upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
19. No Waiver. A Party's failure to enforce its rights with respect to any single or continuing breach of this
Agreement will not act as a waiver of the right of that Party to later enforce any such rights or to enforce any
other or any subsequent breach.
20. Arbitration of Disputes. Any dispute, controversy or claim arising out of or relating to this Agreement,
including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration.
20.1. Arbitration Procedure. The claimant shall commence the arbitration by delivering a notice of arbitration
to the respondent setting out the nature of the claim(s), the relief requested, and the proposed location.
Within thirty (30) days of the receipt of the notice of arbitration, the respondent shall deliver to the
claimant its answer and any counterclaim(s), and the relief requested, as well as any proposed changes
to location. The tribunal shall consist of three (3) arbitrators, appointed as follows: The claimant shall
appoint an arbitrator in the request for arbitration and the respondent shall appoint an arbitrator in the
answer. The two arbitrators so appointed shall, within thirty (30) days of delivery of the answer, appoint
a third arbitrator who shall act as the chair of the tribunal. The tribunal shall decide the procedures to be
followed in the arbitration after consultation with the parties. The tribunal may make its decisions by a
majority. The tribunal shall have the power to grant any provisional or final remedy or relief that it
deems appropriate, including conservatory measures and an award of attorneys' fees. The parties
further agree that judgment may be entered upon the award by of any court having jurisdiction.
21. Jurisdiction and Governing Law. This Agreement and any dispute or claim arising, directly or indirectly, out
of or in connection with it or its subject matter or formation (including non -contractual disputes or claims) is
governed by, and shall be construed and enforced in accordance with, the laws of the State of California
excluding choice of law. Each party irrevocably (i) agrees that the Superior Court of California, County of San
Joaquin, or the United States District for the Eastern District of California, shall have exclusive jurisdiction to
settle any dispute, controversy or claim arising, directly or indirectly, out of or in connection with this
Agreement, or the breach, termination or validity thereof (including non -contractual disputes or claims) and
that such court shall be the proper venue therefor; (ii) waives the right to trial by jury, (iii) consents to service
of process by first class certified mail, return receipt requested, postage prepaid, to the address at which the
party is to receive notice and (iv) agrees that the prevailing party shall be entitled to recover its reasonable
attorney's fees, court costs and other legal expenses from the other party.
22. Severability. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the
Agreement and the remaining provisions of the Agreement will remain in full force and effect.
23. LIMITATIONS OF LIABILITY.
23.1. LIMITED LIABILITY OF SUPERION. SUPERION'S LIABILITY IN CONNECTION WITH THE
SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL
NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUPERION IN CONNECTION
WITH THIS AGREEMENT FOR THE INITIAL TERM OR RENEWAL TERM WHEN THE RELEVANT
�� SUPERION
ACTIONS LEADING TO SUCH LIABILITY AROSE. IN ANY EVENT, SUPERION SHALL NOT BE
LIABLE FOR ANY LOSSES RESULTING FROM THE CRIMINAL ACTS OF THIRD PARTIES.
23.2. EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUPERION,
SUPERION PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT FOR ANY (1) LOSS OF DATA, BUSINESS, REVENUE,
PROFIT, GOODWILL, OR REPUTATION, (II) BUSINESS INTERRUPTION, INCREASED COSTS, OR
DIMINUTION IN VALUE, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE; AND WHETHER OR NOT SUPERION, SUPERION PERSONNEL,
SUBCONTRACTORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
23.3. BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUPERION HAS SET ITS FEES
AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY
AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT,
AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
PARTIES.
24. Third -Party Materials. Customer is hereby advised that Superion provides front-line support services for third
parties, but these third parties assumes all responsibility for and liability in connection with the Third -Party
Materials. Superion is not authorized to make any representations or warranties that are binding upon the
third party or to engage in any other acts that are binding upon the third party, excepting specifically that
Superion is authorized to represent the fees for the Third -Party Materials as the same is provided for in the
Agreement and to accept payment of such amounts from Customer on behalf of the third party for as long as
such third party authorizes Superion to do so. As a condition precedent to installing or accessing any Third -
Party Materials, Customer may be required to execute a click -through, shrink-wrap EULA or similar
agreement provided by the Third -Party Materials provider.
25. Entire Agreement; Amendment and Modification. This Agreement contains the entire understanding of
the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written
communications between the parties about its subject matter. Any purchase order, agreement, or other
ordering document issued by Customer at any time for any reason, will not modify or affect this Agreement
nor have any other legal effect notwithstanding the inclusion of any additional or different terms or conditions
in any such ordering document and shall serve only the purpose of identifying the products or services
ordered. No modification of this Agreement will be effective unless it is in writing, is signed by each Party, and
expressly provides that it amends this Agreement. Notwithstanding any language to the contrary herein,
numbered Add -On Quotes on Superion letterhead issued by authorized Superion representatives and signed
by Customer shall constitute an amendment to this Agreement.
26. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on
any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this
Agreement.
27. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all
of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered
by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.
28. Cooperative Purchases. This Contract may be used by other government agencies. Superion has
agreed to offer similar services to other agencies under the same terms and conditions as stated herein
except that the compensation may be negotiated between Superion and other agencies based on the
specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer
will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other
aspect of purchases by such agencies.
29. Incorporated Exhibits to this Agreement:
29.1. Exhibit 1 — Project Cost Summary
29.2. Exhibit 2 - Maintenance & Support Standards
29.3. Exhibit 3 — Travel Expense Guidelines
29.4. Exhibit 4 — Insurance Requirements
29.5. Exhibit 5 — Scope of Work
iii SU PER ION
Approved as to form
Deputy City Anomie
)VSUPERION
EXHIBIT 1
Project Cost Summary
Cloud/Hosted Access Fees
Product Name Quantity Amount
TRAKiT9 Community Development Suite User License 19 $45,372.00
TRAKiT Enforcement Library 1 $400.00
TRAKiT Permit Form Library 1 $800.00
TRAKiT Plan Correction Library 1 $400.00
TRAKiT CSLB Integration 1 $3,500.00
eTRAKiT Citizen Portal 1 $7,500.00
eTRAKiT Credit Card API 1 $2,500.00
eTRAKiT eCheck API 1 $2,500.00
iTRAKiT Code 1 $5,000.00
iTRAKiT Inspect 1 $5,000.00
TRAKiT Credit Card Reader Interface 1 $3,600.00
TRAKiT Laserfiche API 1 $7,500.00
TRAKiT GIS Advanced Engine 1 $7,500.00
Total $91,572.00
Professional Services
Installation & Configuration
Product Name Amount
TRAKiT Community Development Installation $6,300.00
eTRAKiT Citizen Portal Configuration Package -L3 -Premium $1,750.00
Total $8,050.00
Development & Conversion
Product Name Amount
TRAKiT Community Development -Development $6,800.00
GeoTRAK Update Routine $6,000.00
eTRAKiT Citizen Portal Configuration Package -L3 -Premium $3,000.00
Land Data Conversion via GIS $8,000.00
Data Conversion: iWorq Data $25,600.00
Finance Interface: MUNIS $7,600.00
Business License Interface: MUNIS $8,000.00
Total $65,000.00
Technical Services
Product Name Amount
eTRAKiT Citizen Portal Configuration Package -L3 -Premium $12,800.00
iTRAKiT Services $4,000.00
TRAKiT GIS Advanced Engine Services $28,000.00
Total $44,800.00
Consulting
Product Name Amount
TRAKiT Community Development Consulting $64,800.00
Total $64,800.00
Training
Product Name Amount
TRAKiT Community Development Training $13,280.00
eTRAKiT Citizen Portal Configuration Package -L3 -Premium $320.00
iTRAKiT Services $320.00
TRAKiT GIS Advanced Engine Services $320.00
Total $14,240.00
Project Management
Product Name Amount
TRAKiT Community Development Project Management $37,760.00
GeoTRAK Update Routine $3,200.00
eTRAKiT Citizen Portal Configuration Package -L3 -Premium $160.00
Total $41,120.00
Total Professional $238,010.00
Services
Travel & Living Expenses
Product Name Amount
Superion Public Admin Travel & Living Expenses Estimate $27,000.00
Total $27,000.00
Summary
Product/Service
Cloud/Hosted Annual Access Fees
Professional Services
Subtotal
Hosted/Cloud Fees Discount
Total
Travel & Living Estimate
Total with Travel & Living Estimate
FORECAST OF ANNUAL SUBSCRIPTION PRICING
Amount
$91,572.00
$238,010.00
$329,582.00
($45,786.00)
$283,796.00
$27,000.00
$310,796.00
TRAKiT: Cloud Subscription Pricing - 5 Year Investment Analysis
Year 1
Year 2
*Year 3
*Year 4
*Year 5 5 Year Total
Annual Subscription
One -Time Costs (Services & Travel)
S 45,786.00
$ 45,786.00
$ 48,075.00
$ 50,479.00
S 53,016.00
$ 265,010.00
$ -
$ -
$ -
S -
Total Cost
$ 310,796.00
$ 45,786.00
$ 48,075.00
$ 50,479.00
$ 53,016.00
$ 508,152.00
Note ? `Years 3 - 5 Assuming a 5% increase each year.
r1 SUPERION
PAYMENT TERMS:
a. The Annual Access Fee is due upon the Execution Date, and annually thereafter on the
anniversary of the Execution date.
b. Superion Professional Services Fees are due as follows: Billed as incurred, invoiced monthly as
services are performed.
c. Additional Costs. Customer will reimburse Superion for actual travel expenses that Superion
incurs in providing Customer with Support Services and Professional Services under this
Agreement, with reimbursement to be on an as -incurred basis. Such travel and living expenses
will be governed by Exhibit 3 ("Superion Travel Expense Guidelines") attached hereto and will
be invoiced on a monthly basis in arrears and due within thirty (30) days from the date of invoice.
d. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if
any) are not included in the fees set forth in this Agreement. If Customer is exempt from the
payment of any such taxes, Customer must provide Superion valid proof of exemption.
e. If Customer fails to make any payment when due, then Superion may charge interest on the past
due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower,
the highest rate permitted under applicable law; and If such failure continues for 90 days following
written notice thereof, Superion may suspend performance or access until all past due amounts
have been paid.
r1 SUPERION
1.
2.
AM
are
of
The
not
of
the
this
and
)VSUPERION
EXHIBIT 2
Support Standards
Service Level Commitments
1.1. Overall System Availability.
of the Superion Solutions is 99.9%
hours per day Monday through Sunday each
Solutions, excluding Sundays between 12:00
During this time, Customers may experience
reasonable efforts to minimize the frequency
notify the Customer if the entire maintenance
the total time that the Superion Solutions
by Customer ("Service Availability"). Service
production environment, and the points
and the Internet connections at Superion's hosted
and recording Service Availability.
monitoring tools, not to override Superion's
Availability. Additionally, the use must be:
systems.
using the following calculation:
available in a given month shall be subtracted
month. The resulting figure is divided by the total
to the variance of the number of days in a month.
NOT available in a given month shall exclude
then the Customer shall be entitled to a credit
1.1.1. Target. In each Service Period, the target for availability
("Availability Target"). "Service Period" means 24
calendar month that Customer receives the Superion
and 12:00 PM Eastern Time for scheduled maintenance.
intermittent interruptions. Superion will make commercially
and duration of these interruptions and Superion will
window will be required.
1.1.2. Measurement. Service availability is measured as
available during each Service Period for access
Availability measurement shall be applied to the
measurement for all monitoring shall be the servers
environment. Superion has technology monitoring, measuring,
Customer, at their discretion, may also employ
measurements for the purposes of calculating Service
1.1.2.1. mutually agreed upon by Superion and the Customer.
1.1.2.2. paid, installed and maintained by the Customer.
1.1.2.3. non-invasive and may not reside on Superion's
1.2. Calculation. Service Availability for a given month shall be calculated
1.2.1. The total number of minutes which the service was NOT
from the total number of minutes available in the given
number of minutes available in the given month.
1.2.2. Service Availability Targets are subject to change due
1.2.3. The total number of minutes which the service was
minutes associated with scheduled or emergency maintenance.
1.3. Remedy. If the Service Period target measurement is not met
calculated as follows:
Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for
the Subsequent Service Period
Less than 99.9% but greater than or equal to 99.0%
5%
Less than 99.0% but greater than or equal to 95.0%
10%
Less than 95%
20%
1.4. If not directly reported by Superion, Credit entitlement must be requested by the Customer within sixty (60)
days of the failed Target. Superion's failure to meet the relevant service level commitment. Customer shall
be entitled to offset any monthly Superion Solutions fee payments, nor withhold fee payments, on account
a pending credit. Customer shall not be eligible for credits for any period where Customer is more than thirty
(30) days past due on their account. Superion will provide reporting, showing performance and service levels.
Server Performance & Capacity.
2.1. Superion shall provide sufficient server capacity for the duration of this hosting Agreement to meet
reasonable performance requirements for the number of concurrent system users provided for in
Agreement. If the Customer requests, at some later date, to add additional software modules, increase user
licenses, increase storage or processing requirements, and/or request additional environments, these
requests will be evaluated and if additional resources are required to support modifications, additional fees
may apply.
2.2. "In-network" is defined as any point between which the data packet enters the Superion environment
subsequently departs the Superion environment. Any point of communications outside of the Superion
protected network environment shall be deemed as "out -of -network." Superion is not responsible for Internet
connectivity and/or performance out -of -network.
3. System Maintenance.
3.1. Superion application maintenance and upgrades. Superion will provide all hosted systems and network
maintenance as deemed appropriate and necessary by Superion. Superion Solution maintenance and
upgrades will be scheduled in advance with the Customer's primary contact if they fall outside of the
designated hours set aside for this function of Sundays from 12:OOAM to 12:00 PM.
3.2. Hardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside of the
Customer's standard business hours of operation and the Customer will be notified prior to the upgrade.
3.3. Emergency maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as
to cause the least possible disruption to overall system operations and availability without negatively affecting
system stability and integrity. Superion will attempt to notify the Customer promptly, however if no contact can
be made, Superion management may deem it necessary to move forward with the emergency maintenance.
4. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from
urgent to low depending on the impact to the Customer. Superion will make commercially reasonable efforts to
respond to Superion Solutions incidents for live production systems using the following guidelines:
Priority
Level
Impact
Description
Performance Target
Minimum
Performance
Goal %
1
Urgent
An Incident that results in loss of Customer
connectivity to all of the Superion Solutions
or results in loss, corruption or damage to
Customer's Data.
Superion will respond
within 1 hour of the
issue being reported.
95%
2
Critical
An Incident that has an adverse material
impact on the performance of the Superion
Solutions or materially restricts Customer's
day-to-day operations.
Superion will respond
within 2 hours of the
issue being reported.
95%
3
Non -Critical
An Incident that does not result in a failure
of the Superion Solutions but a fault exists
that restricts the Customer's use of the
Superion Solutions.
Superion will respond
within 4 hours of the
issue being reported.
95%
4
Minor
An Incident that does not affect or which
has minimal adverse impact on the use of
the Superion Solutions.
Superion will respond
within 24 hours of the
issue being reported.
95%
4.1. Measurement. Superion shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
5. Disaster Recovery. Superion provides disaster recovery services for Superion Solutions. The costs for these
disaster recovery services are included in the monthly fees. In the event that a disaster renders the Customer's
data center is inaccessible or rendered non-functional, Superion will provide the ability to connect to the
appropriate data center using software provided by Superion. This will allow the Customer to connect to their
systems from a remote site to the previously identified critical functions, however functionality may be diminished
due to lack of access to hardware and/or software located in the Customer's facilities.
6. Exceptions. Superion shall not be responsible for failure to carry out its service and maintenance obligations
under this Agreement if the failure is caused by adverse impact due to:
6.1. defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete,
or inaccurate data reported to the Superion Solutions.
6.2. denial of reasonable access to Customer's system or premises preventing Superion from addressing the
issue.
6.3. material changes made to the usage of the Superion Solutions by Customer where Superion has not agreed
to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its
subcontractors, of communications links necessary to the proper performance of the Superion Solutions.
6.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
6.5. a documented Defect.
�� SUPERION _
7. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For
critical impact level and above, Superion provides a continuous resolution effort until the issue is resolved.
8. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new
requests that require additional time, Superion will prioritize these requests, and determine if extra time is needed
to order equipment or software.
9. Non -Production Environments. Superion will make commercially reasonable efforts to provide non -production
environment(s) during Customer business hours. Non -production environments are not included under the
metrics or service credit schedules discussed in this Exhibit.
9.1. Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact
structure and schedules outlined above in Section 3 for regular System Maintenance.
9.2. Incidents and service requests. Non -production environment incidents are considered priority 3 or 4 as
circumstances dictate. Service requests will otherwise be prioritized and scheduled similar to production
service requests.
10 Responsibility Summary Matrix.
Responsibility Summary Matrix
Description
Superion
Responsibility
Customer
Responsibility
ASP Server Hardware management
X
ASP Server File system management
X
ASP Server OS upgrades and maintenance
X
ASP Database product upgrades and maintenance
X
ASP 3fd Party product upgrades and maintenance
X
Application Update Installation
Request to install application updates
X
Installation of application updates
X
ASP Backup Management
X
Data and or File restoration
Request to restore data and or files
X
Restoration of data and or files
X
Network
ASP Network up to and including the router at Superion's
location
X
ASP Router at Customer's location
X
Customer's network up to the router at Customer's location
X
Customer Workstations
X
System Performance
X
X
Add/Change users
User add/change requests
X
User add/change implementation for System Access
X
User add/change implementation for Superion Solution
Applications
X
Add/Change Printers
Printer add/change requests
X
Printer add/change implementation on ASP network
X
Printer add/change implementation for Superion Solution
Applications
X
Disaster Recovery
X
Password Management
X
X
Application Management
Application Configuration
X
Application Security Management
X
Accuracy and Control of Data
X
Security
Intrusion and Penetration Testing
X
SU PER10N
11. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of a
VPN concentrator, including router, this will be provided by Superion. It will reside at Customer's location but is,
and shall remain the property of Superion.
12. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by
Superion. Problem determination activities may include capturing error messages, documenting steps taken and
collecting configuration information. Customer may also be requested to perform resolution activities including, for
example, modification of processes. Customer agrees to cooperate with such requests, if reasonable.
13. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and
organization of its staff in the operation of the Superion Solutions.
14. Development Work. The Support Standards do not include development work either (i) on software not licensed
from Superion or (ii) development work for enhancements or features that are outside the documented
functionality of the Superion Solutions, except such work as may be specifically purchased and outlined in Exhibit
1. Superion retains all Intellectual Property Rights in development work performed and Customer may request
consulting and development work from Superion as a separate billable service.
15. Disagreement Procedure. In case the parties are in disagreement as to whether Superion has fulfilled its
support obligations, they shall use all reasonable efforts to amicably settle such dispute. If disagreement remains
following a ten (10) day work period, the parties shall escalate the issue to the following representatives to resolve
the dispute:
Superion: Director of Operations (first level); VP of Services (escalation — 1st level); General Manager
(escalation — 2nd level)
Customer:
The disagreement procedure proposed herein shall not limit either party's right to bring a claim as provided for in
the Agreement. Notwithstanding any dispute the parties have a duty to continue fulfilling all their other
obligations under this Agreement.
16. Telephone Support & Support Portal
16.1.Hours. Superion shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's
Local Time within the continental United States, excluding holidays ("5x9"). Superion shall provide to
Customer, during the Support Hours, commercially reasonable efforts in solving errors reported by the
Customer as well as making available an online support portal. Customer shall provide to Superion reasonably
detailed documentation and explanation, together with underlying data, to substantiate errors and to assist
Superion in its efforts to diagnose, reproduce and correct the error. This support shall be provided by Superion
at Customer location(s) if and when Superion and Customer agree that on-site services are necessary to
diagnose or resolve the problem. If a reported error did not, in fact, exist or was not attributable to a defect in
the Solution or an act or omission of Superion, then Customer shall pay for Superion's investigation and related
services at Superion's standard professional services rates. Customer must provide Superion with such
facilities, equipment and support as are reasonably necessary for Superion to perform its obligations under
this Agreement, including remote access to the Specified Configuration
16.2.Releases. Customer shall promptly install and/or use any Release provided by Superion to avoid or mitigate
a performance problem or infringement claim. All modifications, revisions and updates to the Solution shall
be furnished by means of new Releases of the Solution and shall be accompanied by updates to the
Documentation whenever Superion determines, in its sole discretion, that such updates are necessary.
16.3.Case Number. Measured from the moment a Case number is created. As used herein a "Case number" is
created when a) a Superion support representative has been directly contacted by Customer either by
phone, email, in person, or through Superion's online support portal, and b) when Superion's support
representative assigns a case number and conveys that case number to the Customer.
�� SUPERION _
.� SUPERION
EXHIBIT 3
SUPERION TRAVEL EXPENSE GUIDELINES
Superion will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are to be made through the Superion Corporate Travel Agent unless other
arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL — Superion will use the least expensive class of service available with a minimum of seven (7)
day, maximum of thirty (30) day, advance purchase. Upon request, Superion shall provide the travel itinerary as
the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt
for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the
Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING —Superion will use the most reasonable accommodations possible, dependent on the city. All food
items, movies, and phone/internet charges are not reimbursable.
RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more Superion
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however,
pre -paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. Superion shall decline all
rental car insurance offered by the car rental agency as staff members will be covered under the Superion auto
insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION — Superion staff members are expected to use the most economical means for
traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's
personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the
taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily
available electronic mapping service. The mileage rate will be the then -current IRS mileage guideline rate
(subject to change with any change in IRS guidelines).
OTHER BUSINESS EXPENSES — Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter
tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend
day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the
trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be
provided to Customer upon request for all of the aforementioned items.
MEALS - Standard per Diem. Subject to change due to cost of living.
1;147 SUPERION
rk SUPERION -11WPF�
EXHIBIT 4 - INSURANCE REQUIREMENTS
*Please note — although this is direct sale, this language was taken from a recent RFP from the City as an attempt to
closely align with the insurance terms desired. This particular layout has been forwarded to our provider to review
and mark up changes where necessary and if need be, we can also participate via email in the electronic format
desired and referenced in the previous request.
,Insurance Reauirements for Contractor The Contractor shall take out and maintain during the life of this Agreement,
insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing
work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from
claims for property damages, which may arise from Contractor's operations under this Agreement, whether such
operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them. In
the event Contractor's insurance cannot fully cover any hired subconsultants, the terms of insurance herein shall be
requirements for the subconsultant. The amount of such insurance shall be as follows:
1. COMPREHENSIVE GENERAL LIABILITY
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
2. PROFESSIONAL LIABILITY / ERRORS AND OMISSIONS
$1,000,000 Each Claim/Aggregate
When project specific insurance is required, all limits are to be designated strictly for the City of Lodi, its elected and
appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions
(SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth
hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that
the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi.
It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the
requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance
requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available
to the Contractor; whichever is greater.
Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period
following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the
California Tort Claims Act (California Government Code Section 810 et seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
Insurance Reauirements for Contractor (continued)
(a) Additional Named Insured Endorsement
Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides commercial
general liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply
to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as
additional named insureds. An additional named insured endorsement is also required for Auto Liability.
(b) Primary and Non -Contributory Insurance Endorsement
Additional insurance coverage under the Contractor's commercial general liability and automobile liability policy
shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and
shall be at least as broad as ISO form CG 20 01 0413.
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street,
Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of
the project that it is insuring.
(c) Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers,
*SU _
.�r
.� SUPERION
agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability.
(d) Limits of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that
such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's
own insurance or self-insurance shall be called upon to protect the City as a named insured.
(e) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not
operate to increase the limit of the company's liability under the Contractors commercial general liability and
automobile liability policies.
Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of
such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.
Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior
to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended
policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof
of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is
discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement
insurance.
(f)
(g)
(h) Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the
City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium
paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of
such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s),
and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month
following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to
obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may
terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the
Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site
orfacilities.
(i) Qualified Insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the
State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the
City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of
California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.
Workers Compensation Insurance The Contractor shall take out and maintain during the life of this Agreement,
Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is
sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the
latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of
employees engaged in hazardous work under this Agreement at the site of the project is not protected under the Worker's
Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the
protection of said employees. A waiver of subrogation is required for workers compensation insurance. This policy
may not be canceled nor the coverage reduced without 30 days' prior written notice of such cancellation or reduction in
coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.
NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements
required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the
effective date.
*SU _
SUPERION
SCOPE OF WORK - TRAKiT
1. EXECUTIVE SUMMARY 3
A. INTRODUCTION 3
2. SCOPE OVERVIEW 3
A. TRAKIT SOFTWARE SCOPE. 3
B. DATA CONVERSION SCOPE 4
C. INTEGRATION SCOPE 5
D. MODIFICATION/ENHANCEMENT SCOPE 8
E. FORMS AND REPORTING SCOPE 8
F. INSTALLATION SERVICES SCOPE 9
G. TRAINING, CONFIGURATION, AND TESTING SCOPE 9
3. USER CATEGORY DEFINITIONS 10
4. STAGES AND MILESTONES 10
A. KICKOFF / REVIEW 10
B. CONFIGURE 11
C. TEST / INITIAL TRAINING 12
D. FINAL TRAINING / GO LIVE 13
5. IMPLEMENTATION APPROACH 14
A. DATA CONVERSION APPROACH 14
B. INTERFACE APPROACH 15
C. REPORTS APPROACH 16
D. FORMS CREATION APPROACH 17
E. CONSULTING, CONFIGURATION, AND TESTING APPROACH 18
F. TRAINING APPROACH AND KNOWLEDGE TRANSFER 20
6. PROJECT GOVERNANCE 20
A. CITY OF LODI, CA STAFFING 20
B. SUPERION STAFFING 21
7. PROJECT MANAGEMENT 22
A. PROJECT SCHEDULE 22
B. AGENDAS 22
C. STATUS MEETINGS 23
D. ISSUES LOG 23
E. DELIVERABLE AND MILESTONE APPROVAL 24
F. CHANGE REQUESTS AND CHANGES TO THIS SCOPE OF WORK 24
8. IMPLEMENTATION SCHEDULE, TIMELINE, SCOPE CLARIFICATION &
MISCELLANEOUS ITEMS 25
A. IMPLEMENTATION SCHEDULE 25
1.1 Facility Requirements 25
1.2 Dispute Resolution Procedures 25
�� SUPER ION
1. Executive Summary
a. Introduction
This document is the Statement of Work (SOW) for the implementation of Community Development software
and related services only with respect to the Solution software expressly identified in the Order (the
"Agreement") for [Title] (The "Customer"). Superion ("Superion") will provide implementation services
identified in the Agreement as further described in this SOW to assist the Customer in implementing the
TRAKiT Software Solution. The SOW is an attachment incorporated as part of the Agreement signed by
Superion and the Customer, and all actions directed herein shall be performed in accordance with the
aforementioned Agreement. The SOW is intended to be a planning and control document, not the
detailed requirements or design of the solution.
2. Scope Overview
The purpose of this project is to replace the Customer's current Community Development applications with a
new completely integrated solution and to improve the Customer's existing administrative processes to take
advantage of industry best practices that best leverage the TRAKiT application. The project scope is comprised
of the Software and Services identified in the Agreement as further described throughout this SOW.
a. TRAKiT Software Scope.
Superion will deliver computer software (TRAKiT) and database structures for SQL/Server database
Provide TRAKiT modules for Community Development to enhance local government operations
through flexibility in automating permitting, managing inspections, regulating land use, and
tracking projects
Deliverable: TRAKiT software modules to include:
1) GeoTRAK
2) AEC TRAK
3) PermitTRAK
4) ProjectTRAK
5) CodeTRAK
6) CRMTRAK
7) eTRAKiT
8) ITRAKiT
Provide eTRAKiT module.
Deliverable: Includes one (1) standard Permit Form for online customers.
a. Standard Permit allows the following customer specific info to be added
i. Logo
ii. Name, address, phone
iii. Terms and Conditions
b. Standard license form for online customers
Assumptions:
• Additional changes to the standard permit form would require additional cost/Change Order
■1 SUPERION _
Provide iTRAKiT Inspect and Code for field -ready iPad interface.
Assumptions:
• ITRAKiT runs only on iPad
b. Data Conversion Scope
The following data from the Customer's legacy system has been identified as data needing to be converted to
TRAKiT and is included in the services identified in the Agreement. During the project, further discussion and
discovery will take place and the Customer may request that modifications to the data conversion services scope
be performed by Superion. If the data conversion scope is requested to be modified by Customer, it will
become the subject of a separately executed Change Order, which will describe changes in scope of work and
payment of fees due for such modified hours/pricing.
Superion has included conversion services and pricing in the Agreement for the conversion services outlined
below.
Deliverable: Electronic transfer (via FTP or email) of converted database; services to develop
conversion software for translation; services to perform data conversion; services to
install converted data; services to investigate and correct any errors uncovered during
conversion balancing and/or system testing. Superion does not guarantee the quality
of the source data received, but makes reasonable effort to convert all data in the
original source that it is provided.
Applies to, Land data from a single source, historical data in Superion Legacy Systems.
o Assessor / GIS Connect
o Land Data
Assumptions:
Customer will:
• For GeoData/GIS Conversions:
o Client understands that TRAKiT integration relies on the agency's source data format
remaining constant once conversion instructions are provided by the client. Any change to the
TRAKiT GIS/GeoTRAK integration that is due to data format changes will be subject to a Change
Order.
• Customer to provide Superion all tables and files that are necessary for historical data conversion.
• Customer to provide all necessary files and data to Superion within thirty (30) days of project
commencement date.
• Customer to sign off on Data Conversion Data Mapping Specification provided by Superion.
o While minor changes to this Specification are allowed through the testing period at no
additional cost, Customer acknowledges that they will thoroughly review the specification
document, and that the conversion mapping and methodology is correct to the best of
Customer's knowledge. Minor changes include:
o Modifying translation logic for data sources that are included in this document;
o Converting tables/fields that were previously thought to be unnecessary for conversion,
71 SUPERION
provided those data sources are included in the Specification.
o Major changes will incur an additional cost. Major changes include:
■ Requirements to convert additional data sources;
■ Modifications to structure of data sources, including field names or data types;
■ Changes requested after the deadline for issue submission;
■ Fundamental changes to conversion methodology as determined by Superion.
• Customer will thoroughly test data converted by Superion after each delivery and report issues within
the timeframes agreed in the Project Schedule. In the event that unplanned data conversion activities
are required, then Superion and Customer will mutually agree on an appropriate change in project
cost.
c. Integration Scope
The Integrations with TRAKiT identified in the Agreement are as further described below. During the project,
further discussion and discovery will take place and the Customer may request that Superion perform
modifications to the integration services scope. If the integration scope is requested to be modified by
Customer, it will become the subject of a separately executed Change Order, which will describe changes in
scope of work and payment of fees due for such modified hours/pricing.
Applies to: Deliver integration to Munis financial system.
Deliverable: Create a stored procedure/batch script routine to export financial details nightly from
the TRAKiT system into the Munis financial system. A sample export routine with
instructions must be provided to Superion within 30 days of contract execution.
Applies to: Deliver integration of Munis Business License data to TRAKiT's AECTRAK.
Deliverable: Superion has provided an estimate to create a stored procedure/batch script routine
to export business license details nightly from Munis to the TRAKiT AECTRAK module.
A sample export routine with instructions must be provided to Superion within 30 days
of contract execution.
Applies to: Deliver integration to Laserfiche Document Management System.
Deliverable: Real-time exchange of attachments moved from TRAKiT into Laserfiche's storage.
Superion standard Laserfiche integration. Customer will ensure that the
product/license is up to date to take advantage of Superion's integration.
Applies to: Deliver California State Licensing Board (CSLB) integration.
Deliverable: Create integration to the California State Licensing Board via Web Service currently
offered by the State as of the date of this agreement.
Applies to: Provide Credit Card Reader Interface.
Deliverable: Superion will provide integration with the Cardknox credit card reader to interface with over-
the-counter style payments from customers.
Agency Responsibilities:
1. Two Merchant Accounts (one for test purposes, one for production purposes) will be
ii SUPERION _
obtained by the agency and provided to Superion within 10 business days of request.
2. The agency will provide all convenience fee requirements within 10 business days of
request.
3. As necessary, and to facilitate Superion's ability to deliver the solution, the agency will
facilitate contact with the selected vendor within 3 business days of request.
4. Agency must procure the Cardknox device (model and device # are subject to change)
directly from the vendor as these devices are encrypted to the agency's gateway during
setup.
a. Cardknox currently supports Mx915 and Vx805 devices.
5. Cardknox system accepts Apple Pay and EMV style payment methods.
Options available at additional cost:
• Debit Card PIN transactions.
• Signature capture integration for credit card payments.
• Integration with Cash Drawer system.
Applies to: Provide eTRAKiT Credit Card API
Deliverable: Superion will install/configure the eTRAKiT payment plugin interface to process online credit
card payments (for Mastercard, VISA, and Discover) through one of the following payment
vendors. AMEX may occur additional fees paid by the agency outside of this integration cost.
This capability will be added to the agency's eTRAKiT website in a redirect mode only. The
payment plugin supports the processing of transactions through one Merchant Account with
one Service Code and one Merchant ID.
• Authorize.NET
• USA ePay
• Virtual Merchant
• PayFlowPro (PayPal)
• CSI (Jetpay)
• MSB
All sensitive credit card data is collected, processed, and stored outside of eTRAKiT.
Interface will be available to the eTRAKiT customer when checking out to pay fees.
Agency responsibilities:
1. Two Merchant Accounts (one for test purposes, one for production purposes) will be
obtained by the agency and provided to Superion within 10 business days of request.
2. The agency will provide all convenience fee requirements within 10 business days of
request.
3. As necessary, and to facilitate Superion's ability to deliver the solution, the agency will
facilitate contract with the selected vendor within 3 days of request.
4. Prior to scheduling this integration, the agency will need to provide credentials from
the vendor of choice:
o Merchant ID
o PIN
o Username
o Password
■1 SUPERION
Options available at additional cost:
• Does not include integration with online eCheck payment systems. This is available for
additional fee.
Applies to: eTRAKiT eCheck API
Deliverable: Superion will install/configure the eTRAKiT payment plugin interface to process Check
payments for the agency's bank gateway.
Interface will be available to the eTRAKiT customer when checking out to pay fees.
Agency responsibilities:
1. Two gateway accounts (one for test purposes, one for production purposes) will be
obtained by the agency and provided to Superion within 10 business days of request.
2. The agency will provide all convenience fee requirements within 10 business days of
request.
3. As necessary, and to facilitate Superion's ability to deliver the solution, the agency will
facilitate contract with the selected vendor within 3 days of request.
4. Prior to scheduling this integration, the agency will need to provide credentials from
the agency's banking gateway of choice.
Options available at additional cost:
• Does not include integration with online credit card payment systems. This is available
for additional fee.
Assumptions:
• Superion is not responsible for the applicable third party software, third party hardware, third party
system software or third party services costs which may be required for the configuration of the
interfaces described or any additional costs that the third party might require for the integration to be
successful.
• The Customer is responsible for any necessary communications with third party vendors, if necessary,
to accomplish the Interface scope in this SOW. This includes notifying third party vendors of their
intent to interface products and the projected timelines for implementation. Superion is not
responsible for delays caused by third party readiness.
Provide Integration to ArcGIr
Deliverable: The TRAKiT Standard GIS Viewer is delivered with features to enable your agency to
manage all development activities such as permits, projects, land management, code
enforcement, licensing, and inspections directly from the parcel fabric.
�i SUPERION
1) Includes Geo update routine
a. Superion will build tool to maintain GeoTRAK data to match GIS stored data
b. Customer needs to provide map service will all layers and features to be viewed
within TRAKiT. This information will be provided in the Superion Workbook
2) If Customer is using ESRI ArcGIS Online, Customer will be responsible for downloading a
copy of the data to the Customers network for the update routine.
Deliverable: For clients that have purchased Advanced GIS:
Includes sixteen (16) implementation hours of services in the agreement for the sole purpose
of configuring and training on Spatial Rules within TRAKiT. The implementation hours may
only be used during the scope of the original project implementation. Superion will configure
up to 2 Spatial rules and train the Customer on creating additional Spatial Rules. Should the
actual level of effort be determined to exceed the implementation hours allocated in this
statement of work, the Client may reduce their request for Spatial Rules or be responsible for a
Change Order to complete the full set of Spatial Rules requested.
d. Modification/Enhancement Scope
The Customer does not have any Solution Software modifications or system customizations in scope for this
project. If Solution Software modifications or customization needs are identified during the project, the
Customer and Superion will follow the scope change process identified in this SOW which will describe
additional scope of work and payment of fees due for such additional hours/pricing.
e. Forms and Reporting Scope
The following forms, reports, and routines have been identified and included in the agreement as further
described below.
Deliverable: Superion will provide services as outlined in the agreement for custom report
modifications.
Deliverable: Provide one hundred (100) standard reports from TRAKiT's library, along with the
following standard libraries:
o Permit Library includes a standard Permit Form, Certificate of Occupancy, Receipt, Invoice,
and Inspection Results Letter.
o Enforcement Library includes two (2) standard Violation Letters.
o Plan Corrections Library includes a standard Plan Correction Notice and a standard
Planning Commission Staff Report.
o Regulatory License Library includes a standard License and two (2) standard Renewal
License Notices.
Deliverable: Superion will provide services as outlined in the agreement for custom form
modifications.
Assumptions:
• Custom forms/reports specifications must be identified and signed off no later than the initiation
of the Testing Phase of project, or as defined by the agreed Project Plan.
• Customer to provide information regarding fee formulas, usage, permit and project forms.
• Sign off on forms/reports specification provided by Superion:
■1 SUPERION _
• While minor changes to specifications are allowed through the testing period at no additional cost,
Customer acknowledges that they will thoroughly review the specification document, and that the
format and content is correct to the best of Customer's knowledge. Minor changes include:
o Modifying form/report logic for data sources that are included in the specification;
• Major changes may incur an additional cost as defined by Superion. Major changes include but are
not limited to:
o Requirements to reformat the report after it has already been delivered;
o Modifications to the structure of content being displayed;
o Changes requested after the deadline for issue submission;
o Fundamental changes report format/content as determined by Superion.
f. Installation Services Scope
The SOW describes below the installation services identified in the Agreement. These services include the
following:
• Installation of two (2) instances of TRAKiT to be completed.
• There will be one (1) initial installation and a copy will be taken to create the second instance (TEST
account) prior to the client's go -live event.
• Superion will complete all installation remotely.
Assumptions:
• Superion and the Customer will mutually agree on the dates and schedule for the installation and
other services in this area.
• Superion does not configure or install any hardware, or provide IT support for other software (e.g.
SQL server, SSRS, etc.) that exists in the client's environment.
g. Training, Configuration, and Testing Scope
Superion includes training, Configuration, and Testing as outlined in the Agreement and further described
below.
Discovery Phase
Deliverable: Provide web conferencing training, Onsite Meetings, and Remote Reviews as outlined
in the agreement.
Deliverable: Customer to complete configuration workbooks provided by Superion. The workbooks
are designed to assist Superion is capturing the Customer's business processes and
requirements. Superion will use a combination of the workbooks and information
gathered during meetings to set up and configure the software.
Configuration Phase
Deliverable: Provide remote configuration of TRAKiT software as outlined in the agreement and as
specified by the client workbooks.
' SUPERION
Testing Phase
Deliverable: Provide Onsite Power User training, Onsite Meetings, and Remote Configuration as
outlined in the agreement.
Deliverable: Provide on-site, hands on System Administrator and Report Writing training at
Customer office as outlined in the agreement. Superion provides training guides and
user manuals as part of training. Class size is limited to eight (8) students.
Education Phase
Deliverable: Conduct on-site, hands-on End User training at Customer office as outlined in the
agreement. Class size is limited to eight (8) students per day.
Launch Phase
Deliverable: Provide onsite go live assistance at Customer's office as outlined in the agreement.
Assumptions:
• Onsite means at Customer's facilities
• Remote means from Superion facilities
• Completed workbook must be received by Superion prior to the start of the configuration phase
3. User Category Definitions
Power User/ SME
Includes those individuals providing business process overview used to make TRAKiT
configuration decisions during the Discovery phase, and providing testing feedback
during the Testing phase of the project. These individuals comprise the Power User/
SME of decision makers for the other groups. For instance, if there is 5 building
inspectors, we recommend selecting a single inspector to represent the entire team.
End Users
All users that will need to be trained on the use of TRAKiT for conducting daily
operations.
Customer Steering
Those individuals usually comprised of department division managers/directors,
Committee
making executive level decisions. Responsible for signing official documents related
to the TRAKiT implementation and providing guidance on management
needs. Sometimes comprised of Power User/ SME.
4. Stages and Milestones
a. Kickoff / Review
Begir Contract Execution
SUPERION
Workbook completion and 3rd party integrations sign -off by Customer and Superion
and all data/documentation provided by Customer
Description: This stage of the project involves discussing and documenting how the business
processes and systems will function. It will include meetings, both in person and
remote, between Superion and Customer team. The Customer will fill out workbooks
based on discussions and guidance from Superion. Superion's data conversion team
will work with Customer staff to map and document data to be migrated into TRAKiT.
During this stage of the project, Superion will create a project plan. This project plan
will outline tasks, Superion resource roles, Customer resource roles, duration,
dependencies and start/end dates throughout the project. It will be used to help the
Customer plan its own internal task scheduling as well as provide shared visibility into
timelines as the project progresses. Superion will be responsible for updating the
project plan each week following a status update call with the Customer.
Primary Responsibilities for Customer:
- Communicate project goals, value, schedule internally
- Assist in developing project schedule / milestone dates
- Purchase/install system infrastructure and provide appropriate access (VPN, etc.)
- Ensure that all appropriate Power User/ SME participate in all relevant discussions
- Provide process flows, source data, and documentation in a timely manner
- Make informed business decisions in a timely manner
- Complete workbooks with assistance from Superion
- Provide contact information for any relevant 3rd parties
Primary Responsibilities for Superion:
- Conduct kick-off meeting with Customer.
- Install base software with demonstration data
- Creation and maintenance of shared project plan
- Organize and lead design sessions with Customer. Provide guidance on best practices, changes to increase
efficiency, and challenge Customer's current processes and way of thinking.
- Document TRAKiT configuration requirements, functionality and workflow
- Document interface requirements/mappings
- Services to be provided do not include hardware
b. Configure
Begi Workbook completion and 3rd party integrations sign -off by Customer and Superion
and all data/documentation provided by Customer.
Ends: Customer acknowledgement on Testing Begins letter.
Description: Superion will be responsible for configuring TRAKiT, while the Customer will be
ii SUPERION
responsible for coordinating any 3rd party vendors and developing any documentation
required for system testing. All communication between the Customer and Superion in
this stage is anticipated to be done remotely. The Superion PM will be the Customer's
primary contact with other Superion resources utilized as -needed.
Primary Responsibilities of Customer:
Coordinate configuration / development of any 3rd party vendors
Develop standard operating procedure (SOP) documentation
Develop testing and training plan
Participate in weekly status calls
Primary Responsibilities of Superion:
Perform agreed-upon configuration / data conversion
Coordinate additional information from Customer as needed
Lead weekly status calls with Customer
Maintain shared project plan
c. Test / Initial Training
Begii.,,. Customer acknowledgement on receipt of Testing Begins letter.
Ends: Customer acknowledgement on Testing Ends Letter.
Description: This stage of the project will begin with a Superion training expert coming onsite to
perform Power User/ SME training with Customer staff. The Customer will then begin
its testing process, notifying Superion as issues / questions arise. There will be remote
communication between the Customer and Superion regarding issues and their
resolution, with a shared portal so that all team members have visibility to the
complete list. Superion will provide revised delivery(s) for configuration and data
integration as needed. During this stage, the Customer will also be testing integration
with other 3rd party systems. The Customer will be responsible for communicating
issues / resolution with all relevant vendors.
Primary Responsibilities of Customer:
Provide key staff availability and appropriate facilities for training and testing
Execute all phases of testing plan, including 3rd party integration
Provide constructive, detailed feedback to Superion based on testing results
Coordinate issues / resolution to 3rd party vendors
Amend training plan / SOPs as needed
Participate in weekly status calls
Participate in system administration and report writing training
■1 SUPERION _
- Power Users attend and participate in end-user training sessions
Primary Responsibilities of Superion:
User training for Power User/ SME Testing
Assist Customer with questions / issues on as -needed basis
Provide issue tracking portal for team member visibility to issues/status/resolution
Provide iterative configuration / data conversion deliveries based on testing feedback
Lead weekly status calls with Customer
Maintain shared project plan
d. Final Training / Go Live
Begi1 Customer acknowledgement on completed Testing Ends letter.
Ends: Customer sign -off of completed post go -live follow-up visit from Superion and any
outstanding systems issues clearly identified.
Description: This stage of the project involves using the system in production. The Customer and
Superion will agree upon a go -live week during which the Customer will cease use of
the legacy system and will begin using TRAKiT for production use. Immediately prior to
go -live, Superion and the Customer will perform data conversion from legacy system(s)
into TRAKiT. During data conversion, the Customer understands that services on
legacy software may need to be suspended or operations be continued in an
alternative manner.
The Customer will begin production use of TRAKiT with Superion onsite for support. A follow-
up visit is performed by Superion roughly 45 days after go -live. The purpose of this visit is to
analyze system performance and usage by Customer staff, and to provide any suggestions or
facilitate configuration changes that would improve attainment of the Customer's goals.
Primary Responsibilities of Customer:
Coordinate historical data conversion with Superion
Coordinate internal and external communication of Go -Live plan and potential business impacts
Provide staff availability for end-user training
Follow standard operating procedures
Provide staff availability for rapid issue response
Work collaboratively with Superion team to rapidly solve any production issues as they occur
Primary Responsibilities of Superion:
Convert historical data prior to go live
Provide onsite go -live support
Work collaboratively with Customer team to rapidly solve any production issues as they occur
�{ SUPERION _
Provide issue tracking portal for team member visibility to issues/status/resolution
Lead weekly status calls with Customer
Maintain shared project plan
Perform follow-up visit
Provide system administration training at Superion facilities.
5. Implementation Approach
a. Data Conversion Approach
Data conversion development is the joint responsibility of the Customer and Superion. Customer will
be responsible for extracting data from the legacy system. Superion will be responsible for importing
the data conversion files received from the Customer into TRAKiT using standard imports (where
available) or conversion programs.
When Superion is engaged to write a data conversion via a conversion program, the process flows as
outlined:
WIWI.
Validate conversion scope
Provide input on
scope and advise
Customer on best
practices related to
converting data
Customer to provide
input and requirements
for data conversion
Discovery call between the Customer and the Data
Conversion Specialist assigned to write the data
conversion program. During call, specifics of the task are
discussed so that both parties have a full understanding.
Lead Task
Participate in discovery
and make decisions
Provide to Superion all tables and files that are necessary
for historical data conversion.
Provide FTP or other
agreed upon secure
method for transfer
of data
Provide data
Specifications are created by the Data Conversion
Specialist and sent to the Customer
Develop
Specifications
Provide input and
answer questions if
necessary
Customer reviews and signs specifications
Revised
specifications as
necessary
Review Specifications
and provide feedback
Complete data conversion checklists. Client and Superion
will compile separate checklists that will be compared at
data delivery
Complete data
conversion checklists
and compare to
client checklist
Provide data from
Legacy system in
Superion required
formats, and complete
data conversion
checklist
■1 SUPERION
Deliver data and data conversion checklists for testing.
Walk the customer staff through testing data conversion
Deliver data and
completed data
conversion checklist
None
Tests results and reports any discrepancies
Supports the
Customer Testing
converted data
Test and validate data
Superion Data Conversion Specialist adjusts conversion
program and delivers data
Adjust Conversion
Program
None
Steps 8 and 9 are repeated until sign off in step 11.
Customer signs off on completion
Assumptions:
None
Sign Off
• The Customer is responsible for validating all data once it is converted into TRAKiT
• Customer will provide Power User/ SME that are familiar with existing data structures in the
legacy system to assist with the conversion process, clean all data, and extract data from
legacy to comply with Superion file layouts.
• The Customer resources will provide the resources to assist with legacy data, data mapping and data
validation.
• The Customer will be responsible to get the legacy data "conversion ready", meaning it is clean
(duplicates, typos, missing information, etc. have been corrected) and in a format that Superion can
read for import purposes (Excel spreadsheet, for example).
b. Interface Approach
Interface development is the joint responsibility of the Customer and Superion. Customer will be responsible
for interface development work to/from existing legacy systems. Superion will be responsible for interface
development work to/from the TRAKiT system.
When Superion is engaged to create an interface program for following process will be followed:
Validate Interface Scope
Discovery between The Customer and the Developer assigned to
write the interface. Specifics of the interface are detailed so that
both parties have a full understanding.
■1 SUPERION
Provide input on
scope and advise
Customer on
best practices
related to
interfaces
Lead Task
Provide input
Participate in
discovery and make
decisions
Specifications are created by the Interface Developer and sent to
the Customer
Create
specifications
Provide input and
answer questions if
necessary
Customer reviews and signs specifications
Revise
Specifications as
necessary
Review
Specifications
Developer creates interface and delivers to the Customer along
with documentation of interface.
Create interface
and deliver to
the Customer
Provide SME to
answer questions if
necessary
Customer Staff tests results and reports any discrepancies
Answer any
questions from
Customer as
testing is
executed
Review interface,
test results and
provide feedback
to Superion
Developer adjusts interface based on the Customer feedback
and re -delivers along with updated interface documentation.
Revise interfaced
report as
necessary
None
Steps 6 and 7 are repeated until sign off in step 9.
-
-
Customer signs off on completion
None
Provide Sign Off
Assumptions:
• The Customer is responsible for validating all data transferred into TRAKiT and data
transferred from TRAKiT to another application
• Customer will provide Power User/ SME that are familiar with existing data structures in the
legacy system to assist with the interface process.
• The Customer resources will provide the expertise in 3rd party data, data mapping and data validation.
c. Reports Approach
When Superion is engaged to write reports Superion and the Customer will use the following approach.
Su • erion Role
Customer Role
Create Scoping Document
Provide input on
scope and advise
Customer on best
practices related to
reports
Define initial report
and requirements
Discovery between The Customer and the Project Manager.
Specifics of the report are detailed so that both parties have a
full understanding.
ii SUPERION
Participate in
discovery and make
decisions
Document
specifications
Specifications or current report samples are created by the
Customer and sent to Superion
Develop
specifications and
send to Customer
for review
Provide input and
answer questions if
necessary
Superion and Customer reviews and signs specifications
Review
specifications and
provide feedback
Revise Specifications
as necessary
Report Writer creates report and delivers to the Customer
Create report
Provide SME to
answer questions if
necessary
Customer Staff tests results and reports any discrepancies
Answer any
questions from
Customer as testing
is executed
Review and test
report. Provide
feedback to
Superion
Superion Report Writer adjusts report based on the Customer
feedback and re -delivers.
Revise Report (if
necessary)
None
Steps 6 and 7 are repeated until sign off in step 9.
Customer signs off on completion
Superion Role
Provide Sign Off
Assumptions:
• Customer will provide written specifications and or current samples for all reports Superion has agreed
to develop.
d. Forms Creation Approach
When Superion is engaged to develop custom Forms, Superion and the Customer will use the following
approach.
Customer Role
Validate Forms Scope
Discovery between the Customer and the Project Manager.
Specifics of the Workflow are detailed so that both parties
have a full understanding.
Specifications are created by the Project Manager and sent to
Customer
-1;ik SUPER ION
Provide input on
scope and advise
Customer on best
practices related to
Forms
Document forms
specifications
Develop
specifications and
delivery to Customer
Define initial Forms
and requirements
Participate in
meetings and make
decisions
Provide input and
answer questions if
necessary
Superion Role
Customer Role
The Customer reviews and signs specifications
Revise Specifications
as necessary
Review and provide
feedback on
specifications
Superion Form Developer creates Forms and delivers to the
Customer
Create forms
Provide SME to
answer questions if
necessary
Customer staff tests results and reports any discrepancies
Answer any questions
from Customer as
testing is executed
Test forms
Superion Form Developer adjusts Forms based on Customer
feedback and re -delivers.
Adjust forms based
on Customer
feedback
None
Steps 6 and 7 are repeated until sign off in step 9.
Customer signs off on completion
Superion Role
Provide Sign Off
Assumptions:
• Customer will use one of Superion's standard formats. If Superion standard format does not meet
requirements, the Customer can have a custom formed created at additional expense.
e. Consulting, Configuration, and Testing Approach
Superion Training, Consulting, and Configuration are broadly defined by the below approach.
Customer will complete configuration Workbooks supplied by
Superion. The Workbooks are designed to provide Superion staff
with the Customer business requirements to assist with set up
and configuration.
Provide Workbook
and support the
Customer as they
complete
Complete
Workbooks
Superion staff will lead and participate in all phases of the project
to make sure the Customer can effectively use TRAKiT
Lead and
participate in all
phases of the
project
Participate in the
project
Superion will assess via Business Process Review the Customer's
business practices and make recommendations in the best
practice use of TRAKiT. These recommendations will be used to
guide the use and configuration and use of TRAKiT
Provide thorough
business process
review and make
recommendations
Provide business
requirements and
describe current
business processes
and practices
Superion will train End Users on all aspects of TRAKiT so they
have adequate knowledge to support and use the software
effectively
rk SUPER ION _
Train End Users on
all aspects of
TRAKiT
Participate in all
training
Superion will supply configuration options (as necessary) based
on the Customer's business practices
Superion will work with and train the Customer on the set up and
configuration of TRAKiT
Customer will actively test all configured components of TRAKiT
after system is set up and configured by Superion
Assumptions:
Supply
configuration
options
Train Customer on
set up and
configuration
Support Customer
during testing
phase
Make configuration
decisions
Participate in all
necessary set up
and configuration
Test and report all
discrepancies to
Superion
• Customer will provide all information necessary for Superion to establish the software's configuration,
including but not limited to:
o Current valuation and fee structures;
o Current Permit, Project, and Case type designations and categories;
o Examples of all current reports used by the Customer relating to business process
management;
o Any exceptions to the typical business processes, or any special lifecycle requirements.
• The Customer will provide Superion with access to Customer workstations for the purpose of Superion
deploying the acquired Software. Customer workstations must be compatible with software
configurations requested by Superion. Superion may, at its discretion, provide a workstation to be
deployed on the Customer's network for the purpose of demonstrating the configuration of the
acquired Software.
• The Customer will ensure and provide staff who will be trained in use of Superion software will have
sufficient basic knowledge of existing business processes and MS -Windows functions.
• Customer understands that timely completion of the Project is dependent in significant part upon the
timely cooperation of Customer in providing information to Superion necessary to complete the
project, including, but not limited to: (a) Data obtained from Customer's present system to be
incorporated into the new Superion software; and (b) information relative to desired letters/reports to
be incorporated into the Superion software. Should substantial changes occur that affects the
negotiated project timeline, Superion will provide the Client with a Change Order for additional
services to extend the project timeline.
• Prior to the Business Process Review the Customer is to provide business process workflow and
corresponding reports/forms used in daily activities. Sessions are divided among various Departments
implementing TRAKiT.
• Customer will create and document a testing plan prior to the beginning of testing.
• Staff with the appropriate skills and experience will be furnished by Superion for each Consulting
Session or other review activities, whether onsite or conducted remotely.
• Customer will actively participate in all training, consulting, and configuration of TRAKiT
• The Customer will supply SME's in all areas of the software and will provide information to Superion
consultants on business processes, policy, and information in order to set up and configure all areas of
TRAKiT.
■1 SUPERION _
f. Training Approach and Knowledge Transfer
Superion will train both the Customer Power User/ SMEs and End Users as part of this project.
Power User/ SME Training: Superion will conduct training for the Power User/ SME. The following areas are
the types of training Superion will conduct with the Customer's Power User/ SME.
Training Descriptions
Descriptions
Module overviews
Superion staff gives the Customer an overview and understanding of
all the modules in TRAKiT which are part of this SOW.
TRAKiT Navigation Training
Basic navigation on the user interface in TRAKiT
Security Training
Superion will train the Customer on all aspects of how to set up and
use the Security components in TRAKiT. Customer is responsible for
overall Security set up and configuration after training.
TRAKiT Module Configuration and Unit
Testing
Superion completed the set-up of TRAKiT and does initial testing.
Process Training
Once TRAKiT is set up, data is converted, and the Customer Power
User/ SME has been trained the Customer will fully test. Superion will
train the Power User/ SME on how to create and process records
using the TRAKiT software. This will prepare the team to conduct
testing and to start getting prepared for end user training.
End -User Training
Superion will train end-users assigned by the Customer. Training will
be in a classroom environment and will be formally completed after
testing is completed and before go live.
6. Project Governance
Project Staffing
The following list provides an overview of committees and positions for Superion and the Customer. Final
responsibilities and team members are identified during the implementation -planning phase of the
implementation.
a. [Title] Staffing
Project Sponsor
The Customer's project sponsor provides support to the project by allocating resources, providing strategic
direction, communicating key issues about the project and the project's overall importance to the
organization. The project sponsor will be involved in the project as needed to provide necessary support,
oversight, and guidance, but will not participate in day-to-day activities. The project sponsor will empower the
steering committee to make critical business decisions for the Customer.
ii SUPERION
Executive Steering Committee
The Customer's Steering Committee will understand and support the cultural change necessary for the project
and foster throughout the organization an appreciation of the value of an integrated ERP system. The Steering
Committee oversees the project team and the project as a whole. Through participation in regular meetings
the Steering Committee will remain updated on all project progress, project decisions, and achievement of
project milestones. The Steering Committee will also provide support to the project team by communicating
the importance of the project to each member's department along with other department directors in the
Customer. The Steering Committee is responsible for ensuring that the project has appropriate resources,
providing strategic direction to the project team, and is responsible for making timely decisions on critical
project or policy issues. The Steering Committee also serves as primary level of issue resolution for the project.
Project Manager
The Customer's project manager will coordinate project team members, Power User/ SME, and the overall
implementation schedule. The Project Managers will be responsible for reporting to the Steering Committee
and providing the majority of the Customer's change management communications and coaching. The project
manager will also be the primary point of contact for the project and will coordinate all Superion activities with
the Superion project manager.
Project Core Functional Team Leads
Project team members will be the core functional leads for each area in the system. The project team
members have detailed subject matter expertise and are empowered to make appropriate business process
and configuration decisions in their respective areas.
The Project Team is tasked with carrying out all project tasks described in the Statement of Work including
planning, business process analysis, configuration, documentation, testing, training, and all other required
Customer tasks. The Project Team will be responsible for and empowered to implement the new system in the
best interests of the Customer consistent with the project goals, project vision, and direction from the Project
Manager and Steering Committee.
Assumptions:
• The Customer may have multiple staff providing the roles outlined above
• Skill type is for example purposes only and does not reflect the actual positions at the Customer.
b. Superion Staffing
Project Management Organization (PMO)
• Provide support to Project Managers in reporting project progress to Steering Committee as necessary
• Approve and sign off on any material changes to project scope or staffing changes.
Project Manager
• Fulfill Go Live dates
• Support the Customer Project Manager in monitoring and reporting overall implementation progress
(duties of both the Customer and Superion)
• Monitor and report progress on Superion's responsibilities
SUPERION
• Immediately notify the Customer Project Manager and Project Sponsor/Steering Committee of any
issue that could delay the project
• Fulfill all Superion project deliverables outlined in the SOW.
• Provide Superion Staff according to the project plan
• Facilitate coordination between all Superion departments
• Monitor the schedule and make course corrections as necessary.
• Serve as the point person for all project issues. (First escalation point)
• Prepare weekly status along with weekly project call or meeting
• Provide issue resolution status, tracking, and procedures
Functional Leads and Trainer (Project Manager, Consultants, Developers, and Technical resources)
• Work with the Customer SMEs to design and configure the functional components of the TRAKiT
system for optimal long-term use.
• Lead the TRAKiT software configuration with assistance from the Customer's Functional Leads.
• Assist with the resolution of issues
• Trains the Customer core group during the configuration of software
• Create and deliver data conversion programs according to Customer specification and this
Statement of Work
• Create and deliver interface programs according to Customer specification and this Statement of Work
• Create and deliver Reports according to this Statement of Work
7. Project Management
Superion's Project Work Plan will consist of the following tools and will be maintained throughout the project.
a. Project Schedule
Superion will create a detailed project schedule encompassing the full scope (all phases, including third party
activities) of the project within 60 days after contract signing. The Customer's project manager will provide
feedback on the project schedule.
The Project Plan will contain:
• All project's activities and tasks
• Dates of project activities and tasks
• Specific resources assigned to project tasks
• All Milestones and Deliverables (if applicable)
• Task dependencies (if applicable)
b. Agendas
Superion's project manager will provide a project schedule as part of the work plan. The schedule will outline
the planned Superion onsite visits for Superion staff. Agendas for all work sessions will be provided by the
Superion Project Manager at least 1 week prior to any on-site meeting. Agendas will include:
• Meeting objective
�{
SUPER ION
• Detailed tasks to be performed
• Recommended participants
• Detailed schedule breakdown of meeting topics
• Resources required for each meeting.
c. Status Meetings
Superion and the Customer will hold at minimum a bi-weekly meeting on a schedule to be determined.
A regular status meeting with the Power User/ SME members including the Superion and Customer Project
Managers. Topics to include.
• Project plan
• Discuss current activities
• Action items from the last meeting
• Project Issues and Risk log
• Milestone or Deliverable
The Customer Project Manager and Steering Committee should participate in status meetings on a bi-weekly
basis. Topics to include.
• Project Overview and Status
• Critical issues impacting the project
• Decisions needing steering committee assistance
• Milestone or Deliverable approval
d. Issues Log
Superion and Customer will maintain a list of issues (both open and closed) that have been identified for the
project. Any project risks, key decisions, issues, disputes, or late tasks shall be identified on the Issues Log.
Both Customer and Superion project managers and project team members are responsible for adding items to
the issues log. For each identified issue, the following information will be captured:
• Issue Number
• Reported by/date
• Status (i.e. new, open, closed, pending)
• Component unit/Business Process
• Priority
• Issue
• Comments
• Findings
• Recommendations
• Resolution Assignment
• Date Tested (if applicable)
• Date Closed (if applicable)
The Customer and Superion project managers will review the Issues Log as part of regularly scheduled project
management meetings or more frequently as required. Once the issue has been assigned, the appropriate
project team member(s) are responsible for completing the assigned follow-up tasks and resolving the issue by
-■;{ SUPERION
the assigned due date.
The Customer Project Manager or the Superion project manager may choose to escalate and issue following
the issue resolution process defined in this SOW.
Items directly related to TRAKiT will be logged with Superion's Helpdesk, and tracked in the case system.
e. Deliverable and Milestone Approval
The Customer will review, approve and provide written sign -off for all Deliverables and Milestones identified in
Appendix 1 of the SOW by following the below process:
1. Superion will submit in writing to the Customer a Deliverable or Milestone completion form for each
completed Deliverable or milestone.
2. The Customer will identify in writing any required changes, deficiencies, and/or additions necessary, within
five (5) business days of receipt of the form for each completed Deliverable or Milestone. If Superion does
not receive a signed completion form within five (5) business days and the Customer has not requested
additional review time, the Deliverable or Milestone will be deemed accepted.
3. Superion and the Customer will work together to review Deliverable and Milestones which are not
approved and create a plan to address. When the Deliverable has been updated or the Milestone achieved
a revised form will be submitted. The Customer will then review the Deliverable or Milestone and provide
any additional comments on any required changes, deficiencies, and/or additions necessary within five (5)
business days of receipt of the updated completion form. This process will be repeated until the Customer
grants approval and signoff on the Deliverable or Milestone.
4. In all instances, the terms of section 2.2 will apply in that should substantial changes occur that affects the
negotiated project timeline, Superion may provide the Client with a Change Order for additional services
to extend the project timeline.
Upon approval of the Deliverable or Milestone, the Customer Project Manager will sign the completion form
and shall return it to Superion's Project Manager.
f. Change Requests and Changes to this Scope of Work
The Customer and Superion may request a change to this scope of work by following the process outlined in
this section.
Either party may request changes in scope. Such a request is honored by the parties only if it becomes a formal
Change Order.
The change order will provide sufficient detail including the following.
• Detailed description of resources (both Customer and Superion) required to perform the change
• Specifications if applicable
• Implementation Plans
• Schedule for completion
• Verification and Approval criteria
• Impact on current milestones and payment schedule
ii
SU PER ION
MMIL
• Additional milestones (if applicable)
• Impact on project goals and objectives
• Price
Either Superion or Customer management may propose a change by submittal of a Change Request to the
other party. The other party has five (5) business days (or as mutually agreed upon) to determine whether it
agrees to the Change Request. If both parties agree to the Change Request, the change will become a Change
Order documented and signed by both parties. If agreement to pursue a Change Order does not occur in five
(5) business days of the initiation of the Change Request (or as mutually agreed upon), it is assumed that the
Change Request has been rejected and any remaining issues will be identified on the Issues Log and/or follow
the Dispute Resolution process identified in Section 9.3.
8. Implementation Schedule, Timeline, Scope Clarification &
Miscellaneous Items
a. Implementation Schedule
Specific project dates will be mutually determined upon execution of the contract and will be maintained in
the Project Plan.
1.1 Facility Requirements
Superion recommends the following facilities be available for the entire life cycle of the project.
1. When Superion is onsite, the Customer Project Team should ideally be located near the Superion
project members to facilitate good communication and coordination amongst the team
members.
2. Customer to provide classroom space, workstations, and networked access to the server for all on-site
classes at Customer facilities. If Customer does not have hardware for conducting training, then Superion
can provide onsite laptop labs for an additional cost.
1.2 Dispute Resolution Procedures
The Customer and Superion should anticipate challenging issues to arise throughout the implementation
process due to the complex magnitude of this project. In order for challenging issues to be remedied in a
timely fashion, the Customer and Superion will utilize the following Dispute Resolution Procedure:
All communication regarding the project should be directed to Superion and Customer's Project Manager in
order to maintain consistent communication between the parties. Scheduled weekly calls/meetings will be
maintained between the Superion Project Manager and the Customer's Project Team (including the
Customer's Project Manager).
All issues or concerns will be discussed actively and openly between Superion's Project Manager and the
Customer's Project Manager. If issues begin to interfere with the progression of the implementation project,
the Customer and/or Superion should escalate challenges to Superion management in the sequence below, as
needed:
SUPERION
Conta '
Phon -
Courtney Putzel – Sr. Mgr., Professional
Services
407.304.3213
Courtney.putzel@Superion.com
Mario Baldasserini –Sr. Director, Professional
Services
214.274.1746
mariobaldasserini@superion.com
Sharon Love – VP, Professional Services
407.304.3395
Sharon.love@superion.com
Todd Schulte – COO
407.304.3035
Todd.schulte@ Superion.com
Tom Amburgey— GM, Public Admin
407.304.3022
tom.amburgey@ Superion.com
Appendix 1: Project Timeline
Target dates for the tasks and milestones will be established during the planning/kick off phase of the project.
Task
Client Responsibilities
Superion Responsibilities
1. Contract Execution
Client signs contract.
Superion signs final contract.
2. Project Hand -Off Call
Client reviews and sets initial Project
Timeline dates with Superion.
Superion & Client review Project
Timeline; Superion delivers
electronic copies of Configuration
Guide.
3. Provide Access to Online
Environment
Client provides confirmation that all
required hardware, servers, database
systems, and related components are
ready.
Superion confirms remote access.
4. Initial Data Extract
Client tests internet connection to
environment.
Superion reviews initial data upload.
5. Project Timeline Sign -Off
SIGN OFF
Client signs -off on remaining project
milestone dates.
Superion provides Client with
timeline dates.
6. Software Installation
N/A
Superion installs all TRAKiT software
on servers. .
7. Database Consultation
SIGN OFF
8. GIS Consultation
SIGN OFF
�
� SUPERION _
Client conducts meeting with Superion to
discuss the data conversion process and a
brief review of the data structure. Client
signs -off on Data Source Document.
Superion provides suggestions to
ensure expectations are reviewed.
Client conducts meeting with Superion to
discuss the delivery expectations for GIS
data.
Superion offers suggestions to
ensure expected delivery is achieved.
Superion provides a sample 'Map
Template' to be used within TRAKiT
GIS.
9. Map Template Delivered
10. Delivery of Geodatabase
11. Screenshots of Existing
Software
12. Demo Existing Legacy Systems
The sample map template is also
delivered to the client.
Client uploads geodatabase onto
Superion's FTP site for data mapping.
Superion begins mapping the source
tables to the TRAKiT structure.
Client provides screenshots of existing
software that relate to the data
conversion process.
Superion reviews screenshots and
begins mapping of data; Superion
prepares data mapping document to
submit to Client.
Client conducts an overview of their
existing system for Superion.
Superion reviews current legacy
systems with Client.
13. Remote Webinar Training Series Client attends and participates in remote
2 -hour webinar training sessions for each
Power User/SME.
Superion conducts webinar training
sessions prior to onsite meeting.
14. Kick -Off Meeting
Client attends and participates in Kick -Off
Meeting, which includes a review of the
Configuration Guide and Workbook.
Superion conducts Kick -Off meeting
onsite. Reviews Configuration Guide
with all Departments, and assists in
completing GeoTRAK data fields.
Superion provides workflow samples
for future discussions.
15. 1st Workbook Review Remote Client Departments attend review
Discussion
16. 1st GeoTRAK Workbook Review
17. Initial Workflows
meetings with Superion.
Superion conducts a review of
business processes with each
Department. Superion ensures that
the Configuration Workbook is being
updated.
Client reviews land data mapping details
and configuration information with
Superion.
Superion reviews configuration
workbook and provides feedback as
applicable.
Client provides initial workflows from
various Departments for review.
Superion reviews initial workflows
submitted for Business Process
Meeting.
18. Business Process Review
Meeting
ONSITE
19. 1st Conversion Review
20. 2nd GeoTRAK Workbook Review
SUPERION
Client provides business process workflow
and corresponding reports/forms used in
daily activities. Sessions are divided
among various Departments
implementing TRAKiT.
Superion assists the Client with
Workbooks, identifies process
adaptations, and reviews
specifications for reporting
requirements.
Client attends 15t review call with Superion to provide list of data
Superion's data conversion specialist. conversion questions.
Client reviews the finalized GeoTRAK
workbook.
Superion reviews workbook and
provides additional feedback as
applicable.
21. eTRAKiT Credit Card Gateway
Client provides Superion with eTRAKiT
credit card gateway information for
integration.
Superion reviews credit card portal
and prepares a scope for
expectations.
22. 2"d Workbook & Workflow
Review Remote Discussion
23. 2nd Conversion Review
24. Final GeoTRAK Workbook
Review
25. Final List of Forms/Reports Due
26. GeoTRAK Workbook Final
Collection
27. 3`d Workbook & Workflow
Review Remote Discussion
Client Departments attend review
meetings with Superion.
Superion conducts a review of
business processes with each
Department. Superion ensures that
the Configuration Workbook &
Workflows are being updated.
Client attends 1st review call with
Superion's data conversion specialist.
Superion to provide list of data
conversion questions.
Client submits and reviews the finalized
GeoTRAK workbook.
Superion reviews workbook and
provides additional feedback as
applicable.
Client delivers final list of forms and
reports and defines custom scripts for
additional requirements to Superion to
design.
Client provides final version of GeoTRAK
workbook, including all mapping, custom
screen, and spatial join requirements.
Superion collects GeoTRAK
workbook, completes those spatial
joins being handled by Superion,
ensures that mapping is consistent
with discussed process.
Client Departments attend review
meetings with Superion.
Superion conducts a review of
business processes with each
Department. Superion ensures that
the Configuration Workbook &
Workflows are being updated.
28. Workbook Review Meeting
Client provides Workbooks and copies of
needed forms/reports; Client attends
department meetings to offer insight into
workflow; Client provides complete set of
source data for conversion.
Superion collects Client responses to
Workbooks; Superion conducts
Department meetings to ensure
understanding of responses and
discuss procedural needs; Superion
reviews data to convert with Client.
29. Customer Survey
30. GeoTRAK Pre -Conversion
Review
31. Project Workbook Draft
Client provides feedback on the Superion Superion conducts a review of the
efforts to date. project to date.
Client participates in the pre -conversion
review.
GIS Specialist and Data Conversion
Specialist review GeoTRAK workbook
to clarify mapping and conversion
details.
Client provides their completed Project
Workbook.
Superion reviews the submitted
workbook.
1;11 SUPERION
32. GeoTRAK Workbook
33. Initial Forms/Reports Scope
SIGN OFF
Client Responsibilities
Client signs -off on GeoTRAK workbook.
Superion Responsibilities
Superion provides finalized GeoTRAK
workbook for Client sign -off.
Client participate in a review of the
Forms/Reports requirements and signs -
off on the initial Forms/Reports Scope.
34. Project Workbook
SIGN OFF
35. Final Conversion Review
36. Map Services Delivered
37. System Configuration
Client signs -off on final version of the
Workbook.
Superion will utilize the Workbook in
configuration of the system.
Client attends final review call with
Superion's data conversion specialist.
Superion to provide final list of data
conversion question and any type of
mapping requirements
Client delivers Map services to Superion
prior to Initial Delivery. Map services may
include:
- eTRAKiT map service
- TRAKiT data map service
- TRAKiT visual map service
Superion configures Map services
with data.
Client participates and provides additional
information as needed by Superion.
Superion configures system
according to Workbook responses
and meeting discussions; Superion
converts historical data; Superion
creates/customizes reports and/or
forms (e.g. Permit Form).
38. Power User/ SME Training
Planning
Client is introduced to Superion Trainer
and develops plan for User Training
Superion PM & Trainer meet with
client to discuss User Training.
39. Initial Delivery
Client will attend the demonstration of
the delivery.
Superion installs and demonstrates
configured system with various
Departments. eTRAKiT
validation/preferences are reviewed
with Client.
40. Workflow Processes Delivered Client receives written workflow
processes from Superion.
Superion delivers a sample set of
workflow processes to Client for
review and use during Training.
41. Power User/ SMEs Trained
Client will provide meeting space and
training computers for up to eight (8)
staff.
Superion provides training materials
for initial system configuration.
'{ SUPERION
42. Testing Begins
SIGN OFF
Client Responsibilities
Client Power User/ SMEs verify accuracy
and placement of converted data, forms
& reports;
Client tests software configuration; Client
tests program interfaces; Client tests
software customizations; Client notifies
Superion of desired changes. Client
acknowledges the start of the test
process.
Superion Responsibilities
Superion receives change requests
from Client and makes necessary
revisions.
43. 15t Testing Review
Client reviews data & configuration with
project manager via remote sessions.
Superion schedules remote meetings
with each Department to review
system configuration and Checklists.
44. 1st Review of Forms/Reports
Client reviews Forms/Reports provided at
Initial Delivery and provides comments or
sign -off.
Superion receives comments or sign -
off from Client and makes
adjustments as necessary.
45. Initial Delivery Revisions
Client delivers revision list to Superion.
Superion receives review comments
from Client and begins adjusting
configured system.
46. External Interface Review
Client tests any external data interfaces
provided by Superion; includes land
update routine, accounting interface, and
other data import routines.
Superion reviews any external data
import/export routines prepared for
Client.
47. 2nd Testing Review
Client reviews data & configuration with
project manager via remote sessions.
Superion schedules remote meetings
with each Department to review
system configuration and Checklists.
48. 2nd Delivery
Client continues review of system.
Superion delivers revisions to Client.
49. GeoTRAK Update Routine
SIGN OFF
Client to review and sign -off on GeoTRAK
Update Routine document.
Superion provide the GeoTRAK
Update Routine document.
50. Customer Survey
Client provides feedback on the Superion
efforts since the Workbook Review.
Superion conducts a review of the
project since the Workbook review.
51. 3`d Testing Review
Client reviews data & configuration with
project manager via remote sessions.
Superion schedules remote meetings
with each Department to review
system configuration and Checklists.
52. 2nd Review of Forms/Reports
Client reviews Forms/Reports provided at
2nd Delivery and provides comments or
sign -off.
Superion receives comments or sign -
off from Client and makes
adjustments as necessary.
53. 2nd Delivery Revisions
Client delivers revision list to Superion.
■1 SUPERION
54. 4th Testing Review
Client Responsibilities
Client reviews data & configuration with
project manager via remote sessions.
Superion Responsibilities
Superion schedules remote meetings
with each Department to review
system configuration and Checklists.
55. 3rd Delivery
Client continues review of system.
56. GeoTRAK Update Routine
Delivery
57. GIS Final Review
58. Final Review of Forms/Reports
Client provides Superion with
credentials/access to configure the
GeoTRAK Update Routine.
Superion initializes the GeoTRAK
Update Routine and Python scripts
(in GIS if necessary).
Client tests map services and updates
with Superion.
Superion finalizes GIS configuration
for Go Live.
Client reviews Forms/Reports provided at
3rd Delivery and provides comments or
sign -off.
Superion receives comments or sign -
off from Client and makes
adjustments as necessary.
59. Final Revisions List
ONSITE
Client delivers final revision list to
Superion.
Superion receives review comments
from Client and makes final
adjustments.
60. eTRAKiT Final Connection
Validated
Client validates the configuration settings
for eTRAKiT portal.
Superion provides remote assistance
for eTRAKiT payment portal.
61. 5th Testing Review
Client reviews data & configuration with
project manager via remote sessions.
Superion schedules remote meetings
with each Department to review
system configuration and Checklists.
62. Final Delivery
Client reviews final items submitted.
Superion installs modified system.
63. Go Live Dry Run
Client delivers data in preparation for Go
Live.
Superion develops a Go Live
schedule for rehearsal with Client
prior to actual Go Live.
64. Testing Ends
SIGN OFF
Client acknowledges the end of the test
process and approves findings before
User Training commences.
65. End User Training Planning
Client develops plan for End User
Training.
Superion PM & Trainer meet with
client to discuss Training.
66. Client Support Transition
Preparation
Superion PM assembles materials
necessary to transition the
knowledge of the implementation to
the Superion Client Support team
67. Client Support Transition Call Client attends remote discussion with
Superion Client Support team.
Superion introduces Client Support
team along with expectations for
using technical assistance after Go
Live.
■1 SUPERION
68. Transition to Live
Client Responsibilities
Client provides final extract of historical
data to Superion.
Superion Responsibilities
Superion converts data and loads
onto Client's environment.
69. End User Training
ONSITE
Client provides meeting space and
training computers for up to eight (8)
staff.
Superion provides training materials
for onsite training.
70. General System Administration
Training
ONSITE
Client End Users attend a mini System
Administrator training session prior to Go
Live.
Superion conducts an accelerated
System Admin session with End
Users for user privilege and general
configuration management.
71. Go Live
ONSITE
Client Goes Live with TRAKiT, iTRAKiT, and Superion provides Go Live support
eTRAKiT. onsite.
72. Follow-up Visit
ONSITE
Client assembles various Departments for
review with Superion.
Superion conducts an onsite follow-
up visit 45 days after Go Live.
73. Customer Survey
Client provides feedback on the overall
project.
Superion conducts a final review of
the project implementation.
74. Go -Live System Review
Client reviews that Superion has provided
and committed to all project deliverables.
Superion provides a letter detailing
all project commitments.
System Administrator / Report
Writing Training
Client provides meeting space and
training computers for up to eight (8)
staff.
Superion provides training materials
for onsite training.
■1 SUPERION
1
EXHIBIT C
NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a
contract you will receive an email from the City's online insurance program requesting you to forward the email to your
insurance provider(s) to submit the required insurance documentation electronically
Insurance Requirements for Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages
to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the
Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non -
owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit
of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than
$1,000,000 per occurrence or claim, $2,000,000 aggregate. May be waived by Risk Manager depending on the scope of services.
Other Insurance Provisions:
(a) Additional Named Insured Status
The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered
as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on
behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General
liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form
CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38. and CG 20 37 if a
later edition is used
(b) Primary and Non -Contributory Insurance Endorsement
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For
any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG
20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained
by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute
with it.
(c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said
Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether
or not the City of Lodi has received a waiver of subrogation endorsement from the insurer
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street,
Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project
that it is insuring.
(d) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to
increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies.
(e) Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such
cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.
Page 1 1 of 2 pages 1 Risk: rev. 3/1/2018
(f)
(g)
Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration
of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which
meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual
basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the
City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the
City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or
statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.).
Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain
the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum
allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days
of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement
and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement,
if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance,
the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the
Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities.
(h) Verification of Coverage
Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and
amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates
and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required
documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to
require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at
any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective
date.
(i)
Self -Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability
to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(j) Insurance Limits
The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents,
representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials,
employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement
in the Agreement for Contractor to procure and maintain a policy of insurance.
(m)
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and
Consultant shall ensure that City is an additional insured on insurance required from subcontractors
Claims Made Policies
If any of the required policies provide coverage on a claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the
contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior
to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
Qualified Insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of
California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted
surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines
insurers (LESLI list) and otherwise meet City requirements.
Page 2 1 of 2 pages 1 Risk: rev. 3/1/2018
RESOLUTION NO. 2018-138
A RESOLUTION OF THE LODI CITY COUNCIL RESCINDING
RESOLUTION NO. 2018-55; AUTHORIZING THE CITY MANAGER TO
EXECUTE A FIVE-YEAR AGREEMENT FOR LAND MANAGEMENT
PERMIT SOFTWARE AND SOFTWARE MAINTENANCE SERVICES
WITH SUPERION, LLC, OF LAKE MARY, FLORIDA; AND FURTHER
APPROPRIATING FUNDS
WHEREAS, a Request for Proposal for new Land Management software and
maintenance services was issued by the Community Development Department on
November 1, 2017; and
WHEREAS, five responses were received from three vendors, as follows:
Vender
Accela Land Management
MaintStar
Superion (1)
Superion (2)
Superion (3)
Location
Reston, VA
Irvine, CA
Lake Mary, FL
Lake Mary, FL
Lake Mary, FL
Startup Cost
$ 218,830
$ 185,000
$ 446,770
$ 488,470
$ 366,428
Annual Maint.
$ 61,070
$ 382,000
$ 165,279
$ 345,241
$ 315,758
WHEREAS, all of the proposals were evaluated based on cost and function, but only
one of the proposals met both the cost and function needs; and
WHEREAS, on April 4, 2018, City Council awarded the contract to Accela, Inc., but since
that time, contract negotiations have stalled; and
WHEREAS, staff recommends that the City Council rescind Resolution No. 2018-55
authorizing the City Manager to execute the five-year agreement with Accela, Inc.; and
WHEREAS, staff now recommends awarding the contract to Superion, LLC, based on
the revised quote of $310,796 for start-up costs and an overall five-year cost of $508,152; and
WHEREAS, staff recommends appropriating funds to account 27081000.72313 in the
amount of $270,000 from the fund balance of the Community Development Special Revenue
Fund to cover the start-up costs. Annual maintenance costs will be included in the fiscal year
budgets of the five departments that will be utilizing the system.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby rescind
Resolution No. 2018-55 and additionally authorizes the City Manager to execute a five-year
agreement for Land Management Permit Software and software maintenance services with
Superion, LLC, of Lake Mary, Florida, in an amount not to exceed $530,000 over the five-year
term of the agreement; and
BE IT FURTHER RESOLVED that the Lodi City Council does hereby appropriate funds
in the amount of $270,000 as set forth above.
Dated: July 18, 2018
I hereby certify that Resolution No. 2018-138 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held July 18, 2018 by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Kuehne, Mounce, and Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Johnson
ABSTAIN: COUNCIL MEMBERS — None
-rY\
(JENNIFERI(�1. FERRAIOLO
City Clerk
2018-138