Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Opening of Proposals - Utility Billing System - Systems & Software, Inc. - Part 2
Section 7,o Responses 'to System Proposal Form C - Questions and Informational Items, contains a list of questions and informational items the Vendor shall provide detailed responses to. Proposal Form D - System Requirements contain a listing of the functional and technical requirements for the solution, Proposal Form D is proviided as an Excel file with this RFP. Vendor must complete and return this Excel file, and Must also include a printed copy of their responses as part of this section. Vendor to rename the Excel file to clearly iindicate the vendor name and date prior to submitting. For each requirement indicated, vendor must select one, of the following responses that best describes the proposed solution's abflity to meet the stated requirement. A comment field is provided so that the vendor can provide a description about how this requirement shall be satisfied. Please see the following, pages for our completed Forms C and Q. In the electronic version of this response, these are included in a separate XLS file, as requested. 55 :. s 2 E 2 $ 8 7 S 9 S F e 5.; S. E S F '. � 't S. E 5 f S 5' 5 i 5. g I E K Y C E E E [ E € E [ E E E E E E E E E E E E E. E c E E E E `c E E c E c E'. E E m E. E 'c' E E E E c E E v E E E v s r a a a p d Ii L 6 C Y; a f$ G L t5 g 11 11 L t.. L L: L p U 3 E m E a E is m $" E t } mo E .. . ....... .. a 2 is t E E E E E E E E E E E E 1 i a i tO F E F - r, 4 E fj 9 2 E 9' EE 1; E 75 A 13 4 �2 a w E v. a a '3 2 m m as, E E E E E E E E E E E E E E E k E E F. P. E E E E E E E E L � a � : E'. � 2 E. E E Ea E E E E p it v1 t� J U 5v n 'a c a a G u' G a - G Z tl. $ u L C G q G o }� Ev rA E E E E E '�' C 3C E 5 ,� G ,j C a,8 i E a.. ,°� m E C m n_ E E k''''' E : a E t E a � a. F E 'E = 1 I I I I I ; I I ' I ,I _� I I I 1x x I_ it t 4 t t r .a G . ffi tt^.1i,G A �9 a'9 rtt Zo�t "o to 0 i f 3$ a 9 R u' c � 44 g E,w'.i �..; � i x.i x � x x Z;;E � I� � � F. E aoaa ao a o«a«I_aam. anaa«993©� av �. .. _ I u, W n � L np ' a '3 zi N e t C L C L '� �' 9 � a a y � u � � ffi _ a � � � « « � � p s s s s s L C L" C L C a 0.o g A .«o � m m m u I� LL u a'.. a a, n - o '� c� Ys n '�! n '� n... I �, . ....... .......... 'n X 2� 2i > > ji E 75 E E E c- P t i L; t-, u G v G u u u V, u G. 43 I tg a fi 12 E E E E V 79 t A I zi e 'x- x x x 2 E E E E U E C E E w t t F t IE E E t E t V v E E E 1 2 1 4 5 C. ja ts 9 w 9 10 L u L v g 7E E At J-2 i E Q I o "Pi A 6'i d 'Y° Q d v r w v R v N m 0 � N V a P w a a m p o o ao uo o —- a a o — Q c c 2 a cE o d o m s m o $ v Q E .N •E R no o a o c y v v o 4 ° o N a « a E c src a c c Do w o fl " c c 9 ;; m a m a u- p D v a .. o o a c .� m w"c o .o -a .� �', �''pra. O 'o '� m n a v a q 'a a �a�'i 3 c c s c— a= c '3 3 E `o « •°� a v a `o v c v i c -- w u N E N m o `o ;c E A.' a Or On d C m m C" m Z '^ m 4" O o w Q l7 O p' L m` C N o C Q m E O 'O a, U c p C ry w V ai '� u' a q N a= a o 19 K R« r g L m v v x ''n a S. a 'o .� 4 v o m .c j p^ H fl W a: m } N 2 U 7 a y C Z d 'O �- c o "a N a` }i Q a+ v�ai as u Q o r�i '� " _l > .2 a `m ' c °° =° o R O q d O A G o oI o " c p �n y . } w a V m p o ° c � � O o ¢ °' � a � � � 19 � o � � oti � � U � � � p '� •� �' 4 �' " � a .o N �--''.°i 1l u m u E O u u a` _ R c z o oAl - o `a o O E rua- M E a E m m m " o t° a a �° �° o o a u E ti c c C •C C L° o oa oo. a o a = o O l7 ✓�i cn v�i in a xa a v"u ¢ i7 a _ C a a u N ww a a c r o o ti = C - 3 c m u b p a y } a� L a o m Eo q a a R v a o '^ C ] •� E R .c 1� y N E .>o w E O - o � a d o m R 2 r C 3 a o ca L° a ;y n c c m m } 2 } w E c 'C rS4c u r « A z o oaE Q c a v s c « o o o z P ' o M1 d w e N N a x 4 m N z c E a " N '" a n `ug m q o D u }s o 3 T D a 3 13 a p © o n a o d w."a-' E _ Y _ a C ° y E `a Z C `tl j o ++ ro U d V p 0 U Z c a ti q m O c c N u 'a a c fi p .. �_ �°n E ro Ro EE v ` "O ° a o om Oc '° } C o A o 3 a m ° �n « 'v E uu E a `°' a ;` wc-- i a t A o O M Y a a a a E°° p n E° u a d° E r �° E' o 'o ° tr- m m Q '°' u v R. . o '" ", R w u 3 d V E? E Q 9 M 6 u t y 0 G N ro C p} p C E v3i y tl a 6 N ep o u ° E £ £ V C y q E u m c Iy Y ; c ok t°' N d a o c u° i E c _ p a ;v "R i m° [f B c a q m a v s eci c o v ,°, ° E a N •- -° a E d i '� 'o E -c v E .. n c Y.i- . '° w v p o a n `-ro'^ a° a N t v 9 a '6 v m o �o oa s a a v v£ n a E v g a p .� a c m Y N v a ,�, 0 ' E o d s ro w v m o m o o o c d a a N a+ o c v v m ,� .° ro „ y`p_ c E_ c A N E` W ° E u o ".'" ° �° v c °' u !9 0�_ ro aE 1O o x y v .c y C V i c o ° U to O` a a Y p° N° � o .p tr�1 A ll a - 3 �, a E 3 Y c 3 � � a c — } a vo»�x� a ac�4 n 4.a N o= m qm E° a d m u a p w° 2' `° 5 `°. E£° V E q 2 r`n G c $ o 3 c QE Ua V'a l7 Ua ^2 � V m V C y O U d u ro ry C _ v n ° v Q m � � •0 3 C 3 A E v C o ti a c ro m � c $ v P o o m H E y E ro EE i U m o w r a o � m ro d CO p C N R p� N a O C c i b o 0 ry 3 T i m i x° 3 3 o a° 3 0° v d a ti N N N ry N N Section 8: Work Plan Vendor shall provide a narrative which addresses the Scope of Work and shows an understanding of the City's needs and reqidirernents. This section shall: (1) describe the approach to completing the tasks specified in the Scope of Work; Please see Section 3, Question, 10 for an overview of the S&S implementation process. This section will provide the imost detail into how we implement our software and what steps we take to ensure a complete,, successful implementation. Below we have addressed each area of the Scope of Work individually to ensure South Bend of our ability to provide the solution you are looking for. (2) OUtfine, sequentially the activities that would: be undertaken in completing the tasks and specify who would perform them; and S&S, has completed a sample Project Plan in Microsoft Project, based on, our experience with utilities of similar size and services to South Bend. The sample plan lists over 1,000 individual tasks, and wouldn't be helpful to include here given the page limitations, but we can provide this if necessary, In answer to Section 3, Question 101, we have provided an overview of our implementation, which includes a sequential list of high-level) tasks and who is responsible for each. We believe this is the best answer to this specific question, without listing 1,000 tasks over numerous pages. (3) furnish a schedule for completing the tasks in terms of elapsed weeks from the commencement date. Please see below, where we have included a time -phased Gantt Chart of our anticipated project plan. This chart takes into account every major aspect of the implementation, in accordance with the Microsoft Project plan that we have created. Our plans are broken down by months instead of weeks, but we can alter our standard methods should The City require a breakdown by week. We, are proposing an 11 -month implementation, with three months of onsite support after the Go -Live date. Given the size and services of the City, we feel this timeframe will best position the project for success, but we are happy to discuss alternative timelines should the City desire. U G ( T"hnireal G Train -the- @ U 6 N d Twang � Trafner i 9 I Testing Testin y.. �N g G Stimulation q piano � 'YMruteTeskCases CsrskomerTeskirgg Testing {:W k N N q SAS Testing N Testing' Support 9 9 f = .•, f. �' Partrrruuwarvse p S II � a V Tasx ...... Data Conversion ...... ua ysas Conversion i N and Conveas4onVaWadalion&Modifiraoions ¢ % Development "'Y ", % tl M CnvM1 N� ruinaz Y �I % % 8 dsd n sib G CN,'�mlu'%V 1 I I;�11Ms II. t. II,..... a Section 9: Terms & Conditions Vendor will provide standard agreements for all software services and maintenance and support needed to provide the intended solution. The City reserves the right to reject any supplemental termis that are requested by the Vendor but deemed by the It not to be in, its best interest. Terms and conditions are excluded frorn the total page count. W INFORMATION SYSTEM AGREEMENT This Information System Agreement and all Exhibits attached hereto ("Agreement") is made and entered into as of the later of the two dates on the signature page ("Effective Date") by and between Systems & Software, Inc., a Vermont corporation with its principal offices at 426 Industrial Avenue, Williston, Vermont 05495 ("S&S"), and the , a with its principal offices at (the "Customer"), BACKGROUND A. S&S has developed application software for use in the utilities industry and is in the business of implementing information systems and providing related services to customers; and B. Customer desires to license from S&S certain software and for S&S to implement an information system and provide related services on Customer's behalf. In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows: AGREEEMENT 1. DEFINITIONS "Application Software" means the commercial off the shelf ("COTS") version of enQuestaTm software licensed to Customer pursuant to this Agreement. "Change Order" means any written documentation between S&S and the Customer evidencing their agreement to change particular aspects of this Agreement. "Confidential Information" means, with respect to a party hereto, all information or material which (a) gives that party some competitive business advantage or the opportunity of obtaining such advantage, or (b) which is either (i) marked or identified as "Confidential," "Restricted," or "Proprietary Information" or other similar marking or identification, (ii) known by the parties to be considered confidential and proprietary, or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. Confidential Information includes Customer's individually identifiable customer information and also the Application Software and related Documentation all screen generator programs, program codes, routines, methods, designs or objects, new product features and functions, the performance of the Application Software, this Agreement, terms, conditions and information contained herein and the negotiations between the parties prior to execution of this Agreement. "Conversion" means those actions required to transfer selected portions of existing data (as such are described in the SOW) from Customer's current computerized data to the Information System. "Current Base System" means the version of the Application Software that has been commercially released by S&S as of the Effective Date and the related Documentation. "Customization" means the changing of any component of the S&S Current Base System during the original delivery and implementation period of the Application Software installed prior to the System Acceptance Date. "Delivery" means, as applicable, the earliest date of (a) delivery to Customer of the Information System (or components thereof); (b) delivery of the Information System (or components thereof) by S&S to a common carrier for transport to Customer; and (c) performance of services by S&S. "Documentation" means (i) with respect to the Application Software, the standard user -oriented instructions and related materials for the operation of the Application Software in the form distributed by S&S generally to its customers, together with updates, modifications and enhancements thereto; and (ii) with respect to the System Equipment, the standard user -oriented instructions and related materials for the operation of the System Equipment in the form distributed by each applicable third party vendor generally to its customers, together with updates, modifications and enhancements thereto. "Go Live" means the date on which the Application Software is operating in a production environment processing Customer's actual data, "Hardware" means computer hardware, Systems & Software, Inc. Confidential "Information System" means the composite of Hardware, Operating System Software, Application Software and Third Party Software provided by S&S. "Major Release" means the commercial release of a new version of the Application Software that is identified by a release number that is to the left of the first decimal point, such as 4.x, and that contains significant amounts of new or significantly enhanced functionality and/or major changes to the product's architecture or file structure. "Minor Release" means the commercial release of (i) a version of the Application Software that is identified by a release number that is to the right of the first decimal point, such as x.I; and /or (ii) a set of software corrections and system performance adjustments for the Application Software. "Milestone Acceptance" means each of the dates on which a milestone listed on the Milestone Payment Schedule (as set forth in Exhibit 2 (Payment Schedule)) has been completed in accordance with the milestone criteria specified in the Statement of Work. The parties acknowledge that Milestone Acceptance is expected to occur multiple times (i.e., once for each of the line items listed on the Payment Schedule in Exhibit 2 (Payment Schedule)). In the event that Customer fails to notify S&S within ten (10) days after receipt of S&S' sign -off request form that Customer believes a particular milestone has not been achieved and the reasons therefore, then Customer shall be deemed to have agreed and the particular milestone shall be deemed to have been completed, "Operating System Software" means the third party computer operating system software described in Exhibit I (Budget Detail/Notes) that S&S delivers to Customer under this Agreement but which is subject to the license agreement provided by such third party unless otherwise specified. "Peripherals" means all non -server related Hardware components including, without limitation, disk storage, workstations, printers, tape drives, modems. "Project" means the procurement, implementation, training of personnel, and acceptance testing tasks necessary for the implementation of the Information System for use by Customer. "Site Preparation" means those physical installation and environmental conditioning tasks necessary to support the Information System, including specified cabling, telecommunications, Internet/VPN accessibility, network infrastructure, connections, power supply and air conditioning. "Source Code" means computer code in high level, human readable language, including comments and documentation reasonably necessary to build and/or modify such code. "SOW" means the Statement of Work attached hereto as Exhibit 4. "Support Services" means the software maintenance and support services to be provided by S&S as further described in Section 7 and in the S&S Software Maintenance & Support Guidelines, as such guidelines may be amended by S&S from time to time. "System Acceptance" means the date on which a module or group of interrelated modules of the Application Software is operating in a production environment processing actual Customer data in material compliance with the applicable Documentation and Specifications. Customer's failure to notify S&S of any material defects) within sixty (60) days of S&S notice that the module or group of interrelated modules are ready for Go Live shall constitute System Acceptance. "System Equipment" means the Hardware, Peripherals, Operating System Software and Third Party Software. "Term" means that the duration of the license for use of the Application Software described in Section 6(B) of this Agreement, which duration shall be perpetual, subject to the provisions of the Information Systems Agreement. "Third -Party Software" means the computer software that is described in Exhibit I (Budget Detail/Notes) that S&S delivers to Customer under this Agreement but which is subject to the license agreement provided by such third party. For avoidance of doubt, this term does not include the Application Software. 2. SCOPE OF PROJECT S&S shall provide to Customer and implement the Information System comprised of the components described in Exhibit I (Budget Details/Notes). S&S shall use commercially reasonable efforts and work with designated Customer personnel to Systems & Software, Inc. Confidential 2 deliver the Information System in accordance with the schedule set forth in the SOW. Customer shall fulfill its obligations set forth in the SOW in a timely manner, ensure compliance with the specified Site Preparation, and otherwise provide and make available to S&S such resources necessary for S&S to successfully implement the Information System. AUTHORIZATION TO PROCEED; IMPLEMENTATION PROCESS A. Authorization to Proceed. S&S shall, upon the Effective Date, commence with the procurement and implementation of the Information System. Customer's execution of this Agreement constitutes Customer's agreement to the terms herein and authorization for S&S to commence with the implementation of the Information System. B. Implementation Process. Each party shall comply with its respective obligations in connection with the implementation process and as such are further described in Exhibit 4 (SOW). FEES AND PAYMENT SCHEDULE A. Fees. Customer's financial obligation to S&S for the Delivery of the Information System and related services (as such services are expressly set forth herein) is set forth in Exhibit I(Budget Detail/Notes). Each payment shall be payable by Customer to S&S upon the completion of project payment milestones as provided in Exhibit 2 (Payment Schedule). S&S shall be entitled to invoice Customer immediately upon, as applicable, Delivery and/or Milestone Acceptance. Upon execution of this Agreement, Customer shall also remit to S&S an initial deposit in the amount specified in Exhibit 2 (Payment Schedule) as Payment Number 1. B. Invoices. All invoices submitted under this Agreement shall be due and payable within thirty (30) days of the date of the invoice. All amounts listed in this Agreement are in U.S. Dollars and shall be paid in U.S. Dollars. Any amount payable pursuant to this Agreement and not paid within thirty (30) days after the relevant payment date for said amount shall be delinquent and shall bear interest at the rate of one and one half percent (I %2%) (or, if less, the maximum legal rate) for each month or portion thereof it is delinquent. Customer shall pay all such interest, as well as all costs and reasonable attorneys' fees incurred by S&S in the collection of such delinquent sums. C. Project Delays. If delays in the Project SOW occur on account of Customer's failure to timely complete its responsibilities as set forth in the SOW, or as otherwise agreed by the parties, S&S shall have the right to issue an invoice and collect respective payments at the time S&S has fulfilled its Delivery and/or Milestone Acceptance requirements (with the exception of any requirements that S&S is unable to fulfill on account of Customer's failures), including the final payment related to the final Milestone Acceptance. In the event the Information System becomes available for use in a production environment but Customer decides to delay implementation of the Information System, such delayed implementation shall not affect S&S' right to receive payment in accordance with the payment schedule set forth in this Agreement. D. Additional Items, In the event S&S provides Customer with additional hardware, software and/or related services not specified in this Agreement, S&S shall be entitled to invoice Customer for such items pursuant to S&S' standard fees for such items or other mutually agreed upon amounts, and such invoiced amounts shall be due and payable in accordance with the terms set forth in this Section 4. All Additional Items and other changes to project scope shall be subject to Change Order. Systems & Software, Inc. Confidential SYSTEM ACCEPTANCE System Acceptance shall be deemed to occur in each subject or module area at such time an Application Software module or group of interrelated modules (including any Customization) within thirty (30) days of the date it is made available for use by Customer in a production environment and it performs in material compliance with the applicable Documentation. If Customer notifies S&S in writing of material non-compliance of the Application Software during such thirty (30) day period, S&S shall correct such material non-compliance with the Application Software and Customer shall have an additional fifteen (15) days to test the corrected module or group of interrelated modules. In the event Customer fails to notify S&S in writing of any material non-compliance of the Application Software within such thirty (30) day period (or, as applicable, such fifteen (15) day period), System Acceptance shall be deemed to have occurred upon the expiration of the applicable period. 6. OWNERSHIP; LICENSE A. Ownership. S&S and its licensors shall have and retain sole and exclusive ownership of all right, title and interest in and to the Application Software, including ownership of all trade secrets and copyrights pertaining thereto, subject only to the license rights and privileges expressly granted to the Customer herein. Customer agrees that S&S and its licensors shall have sole ownership of all improvements and modifications made to the Application Software, including without limitation those made in connection with the Customization, regardless of whether such improvements and modifications are made by S&S alone or together with the Customer or third parties. Nothing in this Agreement shall be construed as a commitment of S&S to create improvements, modifications or future enhancements to the Application Software, other than those expressly specified in this Agreement. Upon request and without the necessity for further consideration, Customer shall take all necessary actions to assign ownership of the Application Software and Customizations to S&S. Subject to all the terms and conditions of this Agreement, S&S agrees to sell and Customer agrees to purchase the Hardware specified in Exhibit 1. S&S S&S shall arrange for Delivery of each unit of Hardware by common carrier at mutually agreeable time(s). Customer shall pay or reimburse S&S for all costs of Hardware shipping and transportation. At Customer's expense, S&S shall procure transit and casualty insurance for the replacement value of the Hardware, covering the transportation of the Hardware by the common carrier to Customer's loading dock. Good and merchantable title and risk of loss in and to the Hardware shall pass to Customer upon Delivery. S&S reserves a security interest in each item of Hardware, and shall have all of the rights of a secured creditor under the Uniform Commercial Code with respect thereto. Such security interest shall be retained and may be enforced until Customer's payment obligations for the applicable item of Hardware shall have been fully discharged. Customer shall execute all financing statements required to perfect S&S's security interest, and if financing statements are filed, S&S shall execute a termination statement evidencing the discharge of such obligations in the event a financing statement is filed. B. License. In consideration of Customer's payment of amounts set forth in Section 4, S&S grants to Customer a nonexclusive and nontransferable right and license to use the Application Software solely for Customer's internal business purposes in accordance with the provisions in this Agreement for the duration of the Term. Customer may use the Application Software on Hardware upgrades, additions or replacements; provided, however, the Customer must give S&S written notice in advance of any such change so as to permit S&S to provide support and to be aware from a licensing perspective of the numbers and types of Hardware on which the Application Software resides or is intended to reside. Customer agrees that it will not sell, assign, transfer, disclose, sublicense, or otherwise make the Application Software available to others without the prior written consent of S&S. Customer shall not create derivative works of the Application Software, meaning that the Customer shall not create any software or other works that are based upon the Application Software or recast, transform or adapt the Application Software in any manner. Customer shall not disassemble, decompile or "reverse engineer" the Application Software for any purpose. C. Additional License Terms. (i) Customer may prepare one copy of the Application Software for backup purposes only; provided that the backup copy may be used only during the term of the license and the copy shall be destroyed or returned to S&S upon termination of the license. Customer may prepare a reasonable number of copies of the Documentation for internal use only; provided that the copies of Documentation may be used only during the term of the license and the copies shall be destroyed or returned to S&S upon termination of the license. All copies of the Application Software and Documentation must contain the proprietary notices appearing on the copies as initially furnished to Customer. Except as permitted in this paragraph, Customer shall not copy or otherwise reproduce the Application Software or the Documentation, in whole or in part, without the prior written consent of S&S. Systems & Software, Inc. Confidential 4 (ii) The Application Software is licensed in object code only. The Customer shall have no rights to the Source Code except as expressly specified in this Agreement. (iii) The Application Software is for use by the Customer in the current utility entity at the projected User level and the current Customer Account volume (being the current number of metered or non -metered water, wastewater, electric, gas, rental, refuse and other customers) specified in Exhibit 1 (Budget Details/Notes). The parties agree that, for purposes of this Agreement, Customer's current account volume is considered to be accounts (the "Current Account Volume"). The parties agree that, for purposes of this Agreement, the Customer's current number of users is (the "Current Number of Users"). Customer agrees that, if Customer expands the number of Users beyond the Current Number of Users, Customer shall pay an additional per User fee, The additional per User fee for the period of twelve (12) months following the Effective Date shall be as specified in Exhibit 1 (Budget Detail/Notes) and after such date the fee shall be subject to pricing at S&S' then -current fees. Customer shall provide S&S with an annual report specifying the then current number of Users. (vii) The Application Software shall be used solely on the server environment described in Exhibit I (Budget Detaii Notes) or as agreed to in writing by S&S. Third Party Software use and limits, including with respect to the number of named or concurrent users, will be subject to the terms of each third party vendor's own license which will be entered into separately between Customer and each third party vendor. (viii) Customer shall take all reasonable steps to preserve the confidential and proprietary nature of the Application Software and Documentation. (ix) Customer shall limit access to the Application Software to employees, auditors, consultants and agents of Customer who need access to the Application Software in order for the Customer to use the Application Software as permitted herein. Customer shall inform all persons with access to the Application Software of the confidential and proprietary nature of the Application Software and of the restrictions set forth in Section 10 of this Agreement. (x) All Third Party Software is licensed to Customer solely and directly by the third party supplier of such software, not by S&S. Customer, therefore, acknowledges and agrees that, notwithstanding the Delivery to the Customer and Customer's payment to S&S for such software, Customer's rights, obligations and remedies regarding such software shall be determined solely and exclusively by the terms and conditions of Customer's agreements with the third party supplier of such software. (xi) The parties acknowledge and agree that (a) the Application Software may include embedded third party software components licensed by S&S for use in the Application Software; (b) the terms and conditions of Sections 8C, 8F, 80, 81 and 10 of this Agreement shall inure for such third party's benefit and (c) subject to the license and sublicense rights granted to S&S in connection with its use and distribution as part of the Application Software, the third party software owner retains right, title and interest in such software, including statutory enforcement rights in the event of infringement. SUPPORT SERVICES A. S&S Support Program. Beginning at Delivery of the Application Software, the Customer is required to participate in the S&S Software Maintenance and Support Program ("S&S Support Program") for a period of twelve (12) months. Upon completion of this twelve (12) month period, participation in the S&S Support Program shall be optional. Participation in this Program is required to continue to receive support from S&S. Guidelines of this S&S Support Program are defined in Exhibit 3 (S&S Software Maintenance & Support Guidelines). S&S may modify said guidelines from time to time. The Application Software and systems support services described herein will be invoiced on a prorated basis from Delivery through the end of then -current calendar year and thereafter annually in -advance on a January through December calendar year basis. Customer's participation in the S&S Support Program shall automatically renew on an annual basis and shall be valid on a calendar year basis. In the event Customer wishes to cancel participation in the S&S Support Program, Customer must notify S&S in writing on or before September 3011 of the year preceding the year in which the Customer wishes to cancel participation. S&S reserves the right to modify the S&S Support Program throughout the Term. B. Exclusions from Support Services. S&S shall not be required to perform corrective maintenance as part of its Support Services with respect to Application Software malfunctions caused by: (i) Customer's modifications to the Application Software unless performed at the direction of S&S; (ii) Customer's failure to use updates, enhancements or program error corrections; (iii) Failure to use the Application Software in accordance with this Agreement; or Systems & Software, Inc. Confidential (iv) Actions beyond S&S' reasonable span of control with respect to Customer's actions which alter the turnkey implementation environment, or cause Hardware or Third Party Software malfunctions. C. Enrollment & Pricing. Customer agrees to begin participation in the S&S Support Program commencing at Delivery of Application Software. Applicable pricing for the S&S Support Program are set forth in Exhibit I (Budget Detail/Notes). These prices are subject to annual increase not to exceed CPI Index + 4% per annum. ("CPI Index" means the most recently published "Consumer Price Index for All Urban Consumers" as published monthly by the U.S. Department of Labor, Bureau of Labor Statistics. If the U.S. Department of Labor discontinues the publication of the CPI Index, or alters its publication in some other material manner, then the parties shall adopt a substitute index or procedure that reasonably reflects consumer price changes in the United States). Participation in the program will automatically renew each year unless Customer notifies S&S of its desire to discontinue their participation in the S&S Support Program on or before September 3011 of the year preceding the year in which Customer wishes to discontinue their participation. If the Customer elects to discontinue their participation in the S&S Support Program S&S shall be under no obligation to continue providing maintenance services past the period for which Customer has paid for enrollment in the S&S Support Program. D. Hardware Maintenance. Customer agrees that it will enter into a maintenance contract for the Hardware from the vendor (via S&S), unless the Customer is utilizing its own Hardware, following the applicable warranty period for the Hardware. Said warranty contract shall be effective upon the installation of the Hardware at Customer premises. Customer acknowledges and agrees that maintenance and service of the System Equipment is a matter between the manufacturer and Customer and that S&S its not obligated to service or maintain the Hardware but will only act as a liaison with the manufacturer to arrange for maintenance and service on and cannot be a party to or responsible for the Hardware manufacturer's performance under the maintenance contract. Customer acknowledges and agrees that S&S shall not be liable to the Customer for damages of any type resulting from the failure of the Hardware manufacturer to perform under the maintenance contract. S&S' limited Hardware maintenance support is described in Exhibit 3 (S&S Software Maintenance & Support Guidelines). Hardware Maintenance under this Agreement shall be provided to Customer from the vendor via S&S for a period of 3 years from Delivery of Hardware. E. Major and Minor Releases. S&S shall provide Major and Minor Releases to Customer as part of Support Services; provided, that Customer is participating in the S&S Support Program. F. Termination of Support Services; Transition to New Vendor; NDA Required from New Vendor G) In the event that Customer elects to replace the Information System with another vendor's product, S&S will work with Customer to develop S&S' role in the transition. In order to protect the proprietary interests of S&S in the Application Software, Customer agrees that any replacement vendor shall have only such access to the Application Software as necessary to assist in the actual conversion. In the event a replacement vendor indicates that access to the Application Software is necessary to implement the actual conversion, the Customer shall deliver a notice to S&S, containing an explanation for the replacement vendor's need to access the Application Software, at least fifteen (15) days prior to allowing the replacement vendor access to the Application Software. S&S shall have the right, in its discretion, to have a representative of S&S present at the Customer's facility at all times when any replacement vendor has access to the Application Software. Customer will cooperate by providing S&S with scheduling information necessary to facilitate such presence. Any replacement vendor or other outside party required to assist in transition from the Application Software to another vendor shall execute a confidentiality and non -disclosure agreement in a form reasonably satisfactory to S&S, prior to the time said vendor or other third party has access to the Application Software. (ii) Customer shall provide written notice to S&S at least sixty (60) days in advance of the conversion. Customer and S&S shall develop a plan for services that the Customer desires in connection with a transition period to its new system. In the event the transition plan requires S&S to provide services in addition to its standard support services under this Agreement (and provided that S&S agrees to provide such services), Customer shall pay S&S for any such services in accordance with S&S' then -current hourly or other applicable rates. Customer shall be responsible to pay S&S under the then current Annual Maintenance and Support Contract through the end of the calendar year in which the conversion is completed; provided that, if the conversion is completed prior to June 30 of that year, S&S will prorate the fees for said final year in such manner to require the Customer's payment of six months rather than twelve months. S&S shall continue to support the Customer as outlined in the S&S Support Program through the transition period so long as the Customer continues to pay S&S the applicable fees and is not in material breach of this Agreement. 8. WARRANTIES; DISCLAIMERS; INDEMNIFICATION A. S&S warrants that all Application Software products delivered under this Agreement will perform in material compliance with the Documentation for the period ending thirty (30) days after System Acceptance (the "Warranty Systems & Software, Inc. Confidential 6 Period"), S&S further agrees to furnish promptly and without additional charge, all labor and parts necessary to remedy any such defect that occurs during the Warranty Period; provided that S&S must receive the notice of defect during the Warranty Period. Thereafter support of the Application Software will be performed under the S&S Support Program, provided that Customer is validly participating in the S&S Support Program and is current with all fees due to S&S in connection therewith. B. S&S agrees that, to the extent permitted, it will pass through to the Customer any and all warranties that S&S receives from any manufacturer or supplier of any of the System Equipment. In the event that any component of the System Equipment has a defect in materials or workmanship or has an operating failure that occurs from normal use thereof, S&S shall use commercially reasonable efforts to work with the third -party supplier to provide a timely solution for the Customer. C. Customer acknowledges that any warranty provided by S&S is limited to the Application Software and used on the Customer's computer system listed in Exhibit 1 (Budget Detail/Notes), Customer further acknowledges that modifications made to the Application Software by Customer, and not at the direction of S&S, will void S&S' warranty of the Application Software, unless specifically stated otherwise in writing by S&S. Customer also acknowledges that S&S cannot be responsible for the Customer's use of third -party software or hardware products that are used or implemented in conjunction with S&S' Information System, including Third Party Software and Hardware, and such other systems and modules where S&S did not consult on, provide, or configure the systems. D. S&S represents and warrants that all Third Party Software product manufacturers, listed in the Budget Detail, have authorized S&S to grant licenses or sub -licenses to such software. E. S&S' obligation for breach of warranty shall include timely correction or replacement of the module or component of the Application Software that fails to conform to such warranty. In no event shall S&S be liable for any breach of warranty unless notice thereof is given to S&S by the Customer during the Warranty Period. F. UNDER NO CIRCUMSTANCES SHALL S&S BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE, SYSTEM FAILURE OR MALFUNCTION, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES IN CONNECTION WITH THE USE OF THE INFORMATION SYSTEM OR OTHERWISE, EVEN IF S&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL NOT APPLY WITH RESPECT TO S&S' INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 8(H) BELOW OR 14(A) BELOW. G. To the extent permitted by applicable law, Customer's right to recover damages from S&S in connection with this Agreement, whether such damages are direct or indirect, in contract or in tort, for breach of warranties, failure to perform, infringement of intellectual property rights, loss of profits, special, incidental or other consequential damages arising from S&S' performance (or failure of performance) under this Agreement shall not exceed the total value of fees paid by Customer to S&S for the item of software or services giving rise to such liability. Nothing in this paragraph shall be construed as creating a right on the part of Customer to receive any indirect, special, incidental or consequential damages, except to the extent such damages are expressly mandated by statute, H. In the event there is a third party claim alleging that Customer's use of the Application Software in accordance with this Agreement constitutes an infringement of a United States patent, copyright, or trade secret, S&S shall, at its expense, defend Customer and pay any final judgment against Customer or settlement agreed to by S&S on Customer's behalf; provided that Customer promptly notifies S&S of any such claim or proceeding and shall give S&S full and complete authority, information, and assistance to defend such claim or proceeding. S&S shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement, provided that S&S shall consult with the Customer regarding any settlement of the claim. In the event that the Application Software product is finally held to be infringing and its use by the Customer is enjoined or S&S deems that it may be held to be infringing, S&S shall, at S&S' election: (1) procure for the Customer the right to continue use of the Application Software; or (2) modify or replace the Application Software so that it becomes non -infringing; or (3) in the event S&S determines that (1) or (2) is not commercially practicable, S&S may terminate the license with respect to the infringing module and refund or credit to Customer the license fees paid by Customer under this Agreement in connection with such module, less a pro rata credit for each full or partial month of the ten (10) year period and Customer shall return the original and all whole or partial copies of the module and related Documentation. Systems & Software, Inc. Confidential S&S shall have no liability hereunder if the Customer has modified the Application Software in any manner without the prior written consent of S&S. The foregoing states S&S' entire liability, and the Customer's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, or other property interest rights relating to the Information System, or any part thereof, or use thereof. I. The warranties contained in this Section 8 are in lieu of all other warranties, express or implied. S&S' express warranties shall not be enlarged, diminished or affected by, and no obligations or liabilities shall arise out of, S&S' rendering of technical or other advice or service in connection with the Third Party Software, Hardware and any other products. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, S&S DISCLAIMS AND EXPRESSLY WAIVES ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE WITH RESPECT TO THE GOODS OR SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, AND THAT CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET OUT HEREIN. 4. SOURCE CODE ESCROW Upon Customer request throughout the Term, S&S shall supply a sealed Source Code tape for the Application Software (including any Upgrades) licensed hereunder. In such event, the sealed Source Code tape shall be provided to an escrow agent pursuant to an escrow agreement mutually agreeable to the parties. Customer shall be responsible for all fees payable to the escrow agent or otherwise incurred as a result of the escrow agreement. The escrow agreement shall specify that the Source Code may be made accessible to the Customer only in the event that S&S (a) whether directly or through a successor or affiliate, shall cease to be in the software business, (b) upon no less than sixty (60) days written notice (in addition to any notice requirement set forth in Section I I(B) refuses to fulfill its support obligations under this Agreement, or (c) should be declared bankrupt or insolvent by a court of competent jurisdiction. The Source Code supplied pursuant to this Section shall be subject to each and every restriction on use and disclosure set forth in this Agreement, and the Customer acknowledges that the Source Code and its associated documentation is the property of S&S and will use its best efforts to prevent unauthorized use or disclosure of the Source Code. 10. CONFIDENTIALITY A. S&S and Customer shall each hold the other's Confidential Information in confidence, Neither party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. Information shall not constitute Confidential Information if it is publicly known or in the public domain through no breach of this Agreement by Customer or S&S. Neither party's obligations of non -disclosure and non-use shall extend to information that is required to be disclosed or requested in connection with any judicial or quasi-judicial proceeding, including, but not limited to, any administrative proceedings or public records requests, provided the disclosing party shall give the other party reasonable notice of its intention to disclose information, B. This Agreement does not diminish, revoke or supersede any existing confidentiality, non -disclosure or similar agreement between the parties. The obligations of the parties set forth in this Section are in addition to the obligations of the parties set forth in any existing confidentiality, non -disclosure or similar agreement or otherwise arising under applicable law. In the event that this Section is in conflict with any provision of an existing agreement covering confidentiality or non -disclosure obligations, the provision that provides stronger protection to the disclosing party shall govern. TERMINATION, CANCELLATION OR MODIFICATION A. This Agreement shall automatically terminate, and the license granted hereunder shall be automatically revoked, at such time as (i) Customer ceases to use the Application Software; or (ii) Customer breaches this Agreement in such manner that adversely impacts S&S' proprietary rights in the Application Software and fails to cure such breach upon notice pursuant to Section 1 I (B) below. B. This Agreement may not be canceled or modified except by the written mutual consent of both parties or as otherwise provided in this Agreement. If either party is in material breach of any of the terms and conditions of this Systems & Software, Inc. Confidential 8 Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in a timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement. C. Upon termination of this Agreement, Customer shall cease use of the Application Software and return to S&S or destroy all copies of the Application Software and all Documentation in the Customer's possession or under its control. Within ten (10) days after termination of this Agreement, Customer shall send written confirmation to S&S, by first class certified mail, return receipt requested, that Customer (i) has completed such destruction or return of the Application Software and Documentation; (ii) has not permitted any improper disclosure, use of, or access to the Application Software or Documentation; and (iii) acknowledges and agrees that Customer remains bound by the confidentiality provisions set forth in Section 10 of this Agreement. Customer agrees that S&S shall have the right to disable the Application Software upon the termination of this Agreement; provided that S&S shall not disable the Application Software if the Customer is contesting the termination of this Agreement in good faith and Customer continues to pay all fees required by this Agreement and any future agreements when due. In the event that the Customer contests the termination in good faith, the parties shall use their best efforts to promptly resolve the dispute. �r►.1�9�►���t7:�e)ilAilr�� In the event that a court of competent jurisdiction holds that a particular provision or requirement of this Agreement is in violation of any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full force and effect. 13, DISPUTE RESOLUTION In the event of a dispute under this Agreement (except any dispute involving confidentiality or infringement, in which case the non -breaching party is not barred from directly pursuing any legal remedy available to it, including litigation), S&S and Customer agree that they will work together in good faith in the following manner: first, to resolve the matter internally by discussions among the persons who are responsible for the particular issue; second, to resolve the matter internally by discussions among the executives of the parties; and third, if the first two methods are not successful, to attempt to resolve the dispute by means of mediation. Except as otherwise stated in this Section, any dispute, issue, conflict, or controversy arising from, under or in relation to this Agreement which cannot otherwise be resolved by the parties shall be subject to mediation. The mediation shall occur at a location in the State of Alabama (or another mutually agreeable state) agreed to by the parties. The mediation shall be conducted by an impartial mediator who has experience with computer software contract disputes and who is acceptable to both parties. The parties shall engage in mediation in good faith and use commercially reasonable efforts to resolve their dispute via mediation. If, after using such efforts, the parties have not resolved their dispute, either party may, at its option, resort to litigation. The mediation will commence upon 90 days' written notice of a demand for mediation or such other date agreed to by the parties. If one party unilaterally refuses to commence mediation within said time frame, the other party shall no longer be bound to mediation and may, at its option, initiate litigation. Each party shall be responsible for its own attorneys' fees and all costs of mediation shall be borne equally by the parties. 14. MUTUAL INDEMNIFICATION A. S&S agrees to indemnify, defend and hold harmless the Customer, its directors and officers, and its employees and agents (collectively, the "Customer Indemnified Parties") from any and all claims, costs, expenses (including reasonable attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property to the extent that the same arise out of the work or activities of S&S or its employees, subcontractors, or agents in connection with the Project. Notwithstanding the foregoing, S&S shall have no obligation under the foregoing sentence if the claim, cost or other item was due to the negligence of the Customer or any of the other Customer Indemnified Parties. Notwithstanding the final sentence of section S(F), S&S total liability under this section 14(A) shall be limited to the amount of insurance coverage available to S&S under its insurance policy described in section 15 below. Systems & Software, Inc. Confidential B. Customer agrees to indemnify, defend and hold harmless S&S, its directors and officers, and its employees and agents (collectively, the "S&S Indemnified Parties") from any and all claims, costs, expenses (including reasonable attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property to the extent that the same arise out of the work or activities of Customer or its employees, subcontractors, or agents in connection with the Project. Notwithstanding the foregoing, Customer shall have no obligation under the foregoing sentence if the claim, cost or other item was due to the negligence of S&S or any of the other S&S Indemnified Parties. Customer's total liability under this section 14(B) shall be limited to the amount of insurance coverage available to Customer under its then -current commercial general liability insurance policy. 15. INSURANCE S&S represents that the Certificate of Insurance attached hereto as Exhibit 5 (Certificate of Insurance) (the "Certificate of Insurance") properly reflects the insurance coverage that S&S currently has in place for commercial general liability, workers' compensation, and errors and omissions policies. 16. FORCE MAJEURE Neither party shall be responsible for delays or failures in performance resulting from major substantive acts beyond the control of such party. Such acts shall include, for example, but not be limited to, acts of God, riots, acts of war, epidemics, governmental regulations superimposed after the fact, earthquakes or other natural disasters, 17. NOTICES; PARTY REPRESENTATIVES All notices required or permitted to be given hereunder shall be in writing and shall be delivered in hand or sent by first-class mail, postage prepaid, or by a nationally recognized overnight courier, to the parties at the following addresses or other such address or addresses as to which a party shall have notified the other party in accordance with this Section: If to S&S: If to Customer: Systems & Software, Inc. 426 Industrial Avenue, Suite 140 Williston, Vermont 05495 Attention: General Manager Attention: _ shall act as representatives of the Customer, and the General Manager shall act as representative of S&S with respect to this Agreement. These persons shall have the authority to transmit instructions, receive information, interpret and define policies and make decisions with respect to the Project. Additional and substitute representatives of S&S and the Customer may be added by written notice of one party to the other. 18. INDEPENDENT CONTRACTORS The relationship of the parties is that of independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have any authority to enter into agreements on behalf of the other or to bind or obligate the other in any manner. 19. NAMING THE CUSTOMER AS A REFERENCE; PRESS RELEASE Customer agrees that S&S may, at its option, name Customer as a reference for prospective customers and identify Customer as a customer for S&S' promotional purposes, including without limitation in press releases, on S&S' web site, and in presentations to prospective customers. Customer agrees to work with S&S to plan and conduct demonstrations of the Application Software for prospective S&S customers at the Customer's offices; provided that S&S shall provide reasonable notice to Customer in advance and shall coordinate with Customer to ensure that the demonstration does not disrupt Customer's business. S&S agrees that timing and number of requests for demonstrations to prospective S&S customers at the Customer site shall be not be unreasonable. 20. GOVERING LAW; JURISDICTION; VENUE Systems & Software, Inc. Confidential 10 This Agreement shall be governed by the laws of the State of Vermont, without giving effect to the principles of conflicts of laws. Each party consents to exclusive jurisdiction and venue in the state and federal courts sitting in Chittenden County, Vermont. Each party waives all defenses of lack of personal jurisdiction and forum nonconveniens. 21. ENTIRE AGREEMENT This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the Information System. Accordingly, all prior agreements, representations, statements, negotiations and undertakings are hereby superseded, except as otherwise specified in Section 10(B) above. 22. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of S&S and the Customer and their permitted successors and assigns. Neither party may assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed hereunder, without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement to its successor, without the other party's consent, in the event of a sale of substantially all of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving entity, as long as said successor assumes all liabilities and obligations hereunder. Systems & Software, Inc. Confidential 11 24. COUNTERPARTS This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original document, but all of which counterparts shall together constitute one and the same instrument. 25. EXHIBITS The following Exhibits, attached hereto and incorporated herein by reference, form a part of this Agreement: Exhibit I - Budget Detail/Notes Exhibit 2 - Payment Schedule Exhibit 3 - S&S Software Maintenance & Support Guidelines Exhibit 4 - Statement of Work (SOW) Exhibit S - Certificate of Insurance IN WITNESS WHEREOF, the parties accept and agree to the terms of this Agreement. Systems & Software, Inc. Customer By: By: Title: Title: Date: Date: Systems & Software, Inc. Confidential 12 /4400h"./ 100"F1 2018 Systems & Software Support Prograrn Guidelines SITs S"oftware Standard Support Offering S&S,' objective is to ensure that customers are fully satisfied at all levels of interaction, each and every time customers engage with S&S. Client Support is responsible for answering inquiries for areas related to the operation of all licensed enQuesta modules and, more specifically, for the business processes/features which are already in production, delivering fixes, error corrections, or corrective procedures for the supported versions (the current version (v6) and the most recent release (v5) just prior to the current version of the application) of enQuesta. S&S' Client Support Analysts will provide support via phone, email, or through use of WebEx or Skype. Submission of Issues: When a customer reports an issue (we recommend each customer assign only 1-2 key individuals to report issues) the issue will be assigned a case #, Time and priority commitments for response to operational critical issues during regular business hours (8",00 am — 5:00 pm Customer Local Time) are as follows: Industrial Avenue 0/1 A CONFIDENTIAL Wilk426 ston, VT 05495 systems " WWW-55Ivt'C0rT1 & Software p: 802-865-1170 f; 802-865-1171 Page 2 Systems J/00/0 2018 Systems & Software Support Program Guidelines & Software When submitting an issue, S&S asks that the customer's end user provide the following information to facilitate a quicker diagnoselcause: A complete description of the issue. Can the issue be re, -created? The exact steps of what the user was doing when hie/she received an error or ran into a problem. Screenshots of the error received. User's log in information. Has the utility experienced any network issues recently, power outages, etc. Contact information (email and phone number for employee who understands the issue), 426 Industrial Avenue CONFIDENTIAL Williston, VT 05495 Systems wwwSMxorn & Software 802-865-1170 f: 802-865-1171 Page 3 2018 Systems & Software Support Program Guidelines Nsts seomf t 'ware Performance -Related Issues: In terms of performanice related Tissues, we wifl only research an issue once it has been proven by the customer that the issue is not at all related to the customer's internal network. Assuming the performance encountered is not a customer network issue, when submitting the issue, please include the following information: Is enQuesta slow for everyone or just one person? a. If for everyone: i. Is a Cognos report (or muftiple reports) running and/or what time was the last Cognos report kicked -off? b. If for one person: L User's login information iL What he/she was doing exactly prior to and when the performance issues occurred (this includes if he/she was doing something on the internet or if he/she was running any other applications) iii, How many sessions does the user have open Is the issue just impacting the Call Center or all locations (if utility has multiple locations)? Existing Issues, If the customer is looking for the status of an existing issue, the customer should not call a Client Support team member directly. Customers must contact the Client Support Desk (contact information noted above). Closing Issues: Once an issue has been moved to Production, S&S will dose the issue. If problems surface within a 24- hour period post -closing, the issue will be re -opened. If problems surface post this initial 24-houir period, a new case will be opened to address it, Contacting Client Support Personnel Directly: S&S requires that customers log all new issues through the Customer Web Portal Client Support Desk, so that S&S, will be able to efficiently serve the customer. The customer should not attempt to contact specific S&S personnel to log new Tissues, as personnel may be out of the office due to customer engagements, vacation or iillness. If the proper procedure is not followed by the customer, S&S cannot guarantee that new issues will be handled efficiently. S&S also enforces this practice for auditing purposes (every issue must be logged). 426 Industrial Avenue CONFIDENTIAL Mliston, VT 05495 Systems & Software p: 802-865-1170 f: 802-865-1171 Page 4 Systems 2018 Systems & Software Support Program Guidelines & Software Customer Portal: Customers will be provided with access to the S&S Customer Portal, where they will have access to information regarding their enQuesta use and experience. This includes training documentation, custom, documentation, video training sessions and information from S&S regarding their solution. Create a Ticket 1 11 11 Vf°s ' I N J "'Y oAtj NA k 1) "t I ' tl'J' t' 1"" t"f"I 't'n k, "'I, jt,,' J-H "I *I, ,'qO' " G'�A� - Aq N I 11, ypf p; P, ", I 426 tndustrW Avenue OPP// CONRDENTIAL Williston, VT 05495 systems www'ssivtxon) & Software P: 802-865-1170 f: 802-865-1171 Page 5 A/10/011mv,111 '101IFF" 2018 Systems & Software Support Program Guidelines Systems a Software jjjjmii!11111��111111 00,, V1040 i R 14) UkWd I JAU tk)P 11 111111i ; SIR Viijim M1 , to i 110—1 lwI'v, AA Shlul AM - I 6S,p'h" I u,G I,, kH WAITIR4 Von VAWY41 I W S ', 1XP I e j I I N t 111&, 11 1 11 t "Ih p,Y}T P rj . ......... f Kk j F10, fi,, V Y Sc,,400 YlP Al W 4 A 4 Uliklry batch post Is unresponsive C,,act Y 0- WNW810001 It""I , o tJr111141d F d V" Id A N, 1.% lr-, 1- —S'-Adll 0, P d . Aft, N A It 'Y Ca—t. I'Y. . ..... .. . .... d w, Systems OFF/` & Software CONFIDENTIAL PeaWltl gaCaz 7410A 426 Industrial Avenue Williston, VT 05495 www.ssivt,corn p: 802-865-1170 f: 802-865-1171 Page 6 '40' Systems APP, 2018 Systems & Software Support Program Guidelines & Software Escalation of Issues: Escalation Path 8:00 AM — 5:00 PM Customer Local Time — Monday — Friday If you do not receive a response within, the given tirnefrarne, please escalate to the next level. Expected Response Time — 2 Hours Escalation Level — S&S Support 800.655.8810 1 Desk or sou pport@s�Livt qL M Shostopper Issue *wResponse Time — 15 minutes Expected Response Time Manager of 802.735.6677 — 1 Hour Escalation Level — Support, or kite le—LqJLQr@§aY1,g0--m 2 Kiley _y Showstopper Issue Fletcher Response Time — 15 minutes Expected Response Time Vp, 802.233.2959 — 1 Hour Escalation Level — 3 Operations, or katela iylqom Showstopper Issue Kate Labor Response Time — 15 minutes A01111, 426 Industrial Avenue CONFIDENTML Williston, VT 05495 Systems www.SSM.Corri 8C S of tware P: 802-865-1170 f: 802-865-1171 Page 7 A/00/1111/1"I/r/1 /",/ , , I , 0000 2018 Systems & Software Support Program Guidelines Systems steomS ftware After Hours Support Contact Info (if Purchased): Methodls of Contact for Client Support Desk • Phone @ 800.655,881:0 • Email — suppoq�corrr (please note that if an issue is sent to an individual team, member or to any other e-mail address, S&S cannot guarantee a response) • Please do not email if you have a shiowstopper issue Escalation Path 5:00 PM — 8:00 AM Customer Local Time — Monday — Friday If you do not receive a response within the given timeframe, please escalate to the next level. Expected Response Time 2 Hours Escalation Level — S&S Support 800.655.8810 1 Desk or supportAssivt.corin *Showstopper Issue Response Time — 15 minutes Expected Response Time Manager of 802.735.6677 — 1 Hour Escalation Level — Support, or killev.fietcher@ssivt_.com 2 Kiley *Showstopper Issue Fletcher Response Time, — 15 minutes Expected Response Time VP' 802.233.2959 1 Hour Escalation Level — Operations, or kKate.labor@ss�vt.com ',Showstopper Issue 3 Kate Labor Response Time — 15 minutes iiilii "to pre Jo 426 Industrial Avenue CONFIDENTIAL WlIliston, VT 05495 Systems & Software AW_W1�s;s_1vL9_0_M ia; 802-865-1170 f: 802-8,65-1171 Page 8 Systems %' 2018 Systems & Software Support Program Guidelines & Software enQuesta Modules >%. 426 Industrial Avenue fjpi CONFIDENTIAL Williston, VT 05495 Systems www.ssivL Bann & Software p: 802-865-1170 f: 802-865-1171 Page 9 , 2018 Systems & Software Support Program Guidelines Systems ITSoftware f tware Desktop Recommendations, M 7th Generation Intel@ CoreT11 U Processor Please note that S&S does not offer support related to Windows and other PC desktop system support, communications or infrastructure support. 426 Indust6al Avenue CONFIDENTIAL Williston, VT 0549,5 Systems & Software wwmSsivttorn P:' 802-865-1170 f: 802-865-1171 Page 10 Sys,s ' 01/001 2018 Systems & Software Support Program Guidelines & Se.mftwa,re . . ........ Hardware/Operating System/Database Responsibilities Matrix lu Customer S&S For Hosted Customer Hosting Hosted Responsibility for the setup and maintenance for the hardware that eniQuesta Server runs the en:Questa software and C S H Hardware associated databases. Includes all contracted environments (Production, Train, Test, etc.) Uninterruptible All required hardware is powered Power Supply through a monitored, uninterruptible C C, H (UPS) power supply. Customers are required to have a Internet broadband Internet connection. S&S- Connection hosted environments include C C. H enterprise -quality, monitored Internet access. Set-up and! maintenance of all network Network components, including firewall C C C configuration and network connectivity. VPN A VPN connection must be set-up to S S H allow S&S system access as needed. Back -Ups Set-up, maintenance and restoration C C H from backups. Operating Licensing, configuration and System & upgrade/patching of the OS and C S H Database Database that power the solution. Maintenance The customer is responsible for the Workstation PCs management and maintenance of alil C C C workstation PCs used to connect to enQuesta. Additional On- The customer is responsible for the Premise conifiguration, management and C C C Hardware maintenance of any additional hardware installed on -premise. Printers The Customer is responsible for all C C C printer configuration. 426 Industrial Avenue CONFIDENTIAL Williston, VT 05495 System wwvv.ssivt com & Soitsware p: 802-865-1170 f: 802-865-1171 Page 11 �400)11'h "I / " / 1,10000111 2018 Systems & Software Support Program Guidelines Systems & Software Other The Customer is responsible for enQuesta user maintenance and general system administration, The Customer is also responsible for any file or report import/export to non- enQuesta servers. C C C • Alerting of error conditions • Detection of changed files Disk Storage Capacity • JBOSS — Up/Down, Memory and Thread use • Back -Up Completed/Failed • Oracle, Up/Down eRC Up/Down IVR WebService System Tablespace, monitoring to S S S Monitoringi include space and fragmentation issues WebCo,nnect Availability Server Paging Excessively • Number of Sessions Opened - Exceeds 2 Sessions/P,er User (Additional Fee) Access to Watchman Dashboard (Additional Fee) If the customer has p.gmhased a disaster recovery solution froni S&Sir4 j�)[@oe, S&S will review the Disaster Recovery Test plan with the customer Disaster and provide recommendations prior to Recovery Annual the annual test. S&S will also S S S Test participate in one annual test with the customer (additional fee). This test will need to occur over a weekend with production down and will need to be scheduled 3 months in advance of the desired date. 426 Industrial Avenue rpp CONFIDENTIAL WiHiston, VT 105495 Systems www-sSIO'Com a's Oftware p: 802-865-1170 f: 802-865-1171 Page 12 11/4(" s APP, 2018 Systems & Software Support Program Guidelines S,Tmsooftware User Conferences/User Groups Annual Customer Training Conference (formally known as the User Forum) Attendance: *The admission fee per attendee ranges between $850 - $1000 per person. October 31 - November 2, 2018 Chicago, IL I Hilton Chicago User Group Attendance: Each customer can have as many employees attend/partic i pate as, they would like,. S&S currently has two regional User Groups. Groups typically meet in person 1-2 times annually. 0 Pacific User Group — Azusa, Redlands, Santa Ana, South Coast, Valencia, Ventura, Anaheim, Riverside 0 Regional User Group —Arlington, Atlanta, Augusta, Clarksville, DeKalb, El Paso, EPB, Greensboro, Mobile, Metro, Montgomery, Akron, Central Arkansas Water, Detroit, Marquette, Milwaukee, Minneapolis, SEMCO, Freeport, Nassau, Tupper Lake, Massena, Wolfeboro, Unitil, Lexington Executive Steering Committee (ESC): The intent of the Executive Steering Committee is to have Executive -level (Director and above) representation (one Executive per utility) from our customer blase that wiill: • Provide advice, insight and assistance to S&S's direction • Help S&S ensure our products and services meet the changing demands of the utility industry • Ensure S&S is properly leveraging expertise and experience • Ensure S&S has the proper structure, processes and communication mechanisms to meet expectations 0 Assist in our mutual successes and a win -win situation * The intent is to have two meetings per year (Web Ex/Face-to-Face). 426 Industriai Avenue A/010011, CONFIDENTIAL Williston, VT 05495 Systems' www.55M.conl 8, Software p; 802-865-1170 f: 802-865-1171 Page 13 Systems " pr 2018 Systems & Software Support Program Guidelines & Software Product Changes and Enhancements Maintenance Releases: Our main priority in regards to maintenance releases is production environment stability. Our methodology allows customers to on a specific version level between upgrades but also have the ability to be on the most current version "head" level; this allows us to maintain a single set of source code for each of the supported enQues,ta versions. The thought is customers can stay on "their" level and opt to take releases as they are, made available; never take a release unless as required for a speidfc modification they want/need; or remain on "their" level until they opt to move forward with an upgrade. ALL customer sources will be managed' at S&S. Each developer will follow a defined standard processes for deployments of required code. The MR creation process will be an automated process versus requiring a manual tag movement which has been a root cause of issues with deployments (to date, because of the manual requirement, human error has resulted more times than not); We will only be delivering code enhancements/fixes which will result in MRs comprising of about 25 TTPs to test. Modifications/Quote Requests: S&S requests that in cases of specific custom requests (modification, customization, new features, new interfaces, and enhancements) from a customer, the entire scope of such a request should accompany the inquiry. A TTP will then be created and S&S will then validate the written scope document. A Business Requirements Document (BRD) will accompany the Quote document as required. S&S requires sign -off on both the BRID and quote document to officially begin work. A maintenance release is typically required for all new functionality. S&S will notify the customer as to which maintenance release the new functionality will be part of. As with all maintenance releases, the deployment will first be delivered to the customier's Test/Train environment, Once successfulfly tested, the maintenance release will then be deployed to the customer's Production environment. If the modification requested does not require an MR, it is expected that the customer will test the modification in their train environment within 30 days of receipt. When a modification remains in a customer's train environment beyond 30 days, there is a risk of the work being over -written by the deployment of MRs, train refreshes, other code deployments, etc. After the new functionality has been delivered to the customer's Test/Train environment, the remaining invoice amount will be billed. *Please note that if a maintenance release is required for this new functionality, the customer must be up-to-date on, their maintenance release deployments, 4 CONFIDENTIAL Systems & Software 426 Industrial Avenue Williston, VT 05495 www.ssivt.corn, p: 802-865-1170 IF: 802-865-1171 Page 14 rVIP11 2018 Systems & Software Support Program Guidelines Systems , & Software I= - Customers will upgrade to a new release of enQuesta at their discretion. Customers never incur additional enQuesta software license fees with each upgrade, meaning the software is only purchased once. However, there will be fees related to the various services necessary to perform an upgrade such as travel, training, the configuration of additional modules, or hardware upgrades based on your current operating environment and future requirements. enQuesta is upgraded in its entirety, rather than by module, and any enhancements provided to the customer are maintained through each new version of software. Major releases of enQuesta are deployed every 24-36 months. S&S encourages customers to upgrade periodically in order to gain new enQuesta functionality and maintain current technology. This is typically a 9+ month project. Hourly Rates: 0 2018-$185 0 2019-$195 0 2020-$205 Systems & Software 2018 Holiday Calendar: New Year's Day President's Day Memorial Day Independence Day Labor Day Columbus Day Thanksgiving Christmas 426 Industrial Avenue A/00V CONFIDENTIAL Williston, VT 05495 Systems ' v�vvw ssivtxoni a Software p: 902-865-1170 f: 802-865-1171 Page 15 2018 Systems & Software Support Program Guidelines Sys"I"Is a software Outside of Scope - Support Items will require a se grate time and material guote): • Cognos BI Reports • Requests for new reports • Requests for new table/view/model changes for custom needs • Security - additions and changes • Basic administration functions such, as scheduling via Cognos, email distribution setup, etc, • Deployment of additional functionality within Cognos such as auditing, DR, managed alerts, detailed documentation, performance monitoring, SQL Optimization, etc. • Requests for new dashboards. • Requests for Archive content stores/environment. • Requests for Training content stores/environments, • Bill Print Changes • Process Changes • New Configuration/Criteria Set Up • Doc Designer — New Letters • Adding Users (OS and enQuesta) • Rate Changes 4000101111111.01 � 426 IndusWal Avenue I , CONFIDENTIAL Williston, VT 05495 Systems www,ssivt,corn & Software p: 802-865-1170 f: 802-865-1171 Page 16 Safety during perforinance of the work, is of paramount concern to the City. Veindor agirees to comply with the provisions of U"ie Occupational Safety and Health Act of 1970 and the standards and regulations issued there I and certifies that all actions fUrnished Under this order will conform to and comply with said standards and regulations. Supplier further agirees, to indemnify and hold harmless the City for all damages assessed against the City as a result of Vendors' failure to comply with the Act and stanidards iSSUed there Under. S&S will agree to the above based upon the language used in the contract signed by both parties, in accordance with industry standards. 404 d H, Section Affi 119, �vW- Vendor shall complete the Contractor's Non�-Col lusion and Non -Department Aff idavilt, Certification Regarding Investment with Iran, Employment Eligibility Verification, Non - Disc rim I nation Commitment and Certification of Use of United States Steel Products or Foundry Products. This form is found in, Attachment 3. Rol When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS (Must be completed for all quotes and bids. Please type or print) STATE OF ) SS: COUNTY ) The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-5, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,000) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another person for forty-five (45) days or more, if that person will (i) use the credit to provides goods and services in Nan -Collusion Non -Debarment Affidavit Non Iran Form 2016 the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. E 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. 6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, gender expression, gender identity, sexual orientation or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. Non -Collusion Non -Debarment Affidavit Non Iran Form 2016 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract, 1, the undersigned bidder or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (LC. 5-16-8- 1). 1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States, I understand it is my sole obligation and responsibility to provide a justification to the City, subject to review and approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. Dated this 1, 5 (lay of J a n wary , 20 18 Software, hic, Contractor/Bidder (Firm) Signature of Contractor/Bidder or Its Agent Carneron MahbUbian, Generarl Manager Printed Name and'Fitle Subscribed and sworn to before me this — 15— day of ja�nUa ,2018 MyCommissionExpir,, Febrtiary 10 2019 Adam M. Gell-ken Notary Public County of Residence Chittenden Coun!y Non -Collusion Non -Debarment Affidavit. Nun [ran Form 2016 Information considered by vendor to be pertinent to this project and which has not been specifically solicited in any of the aforementioned sections may be (placed in a separate appendix section. Vendors are cautioned, however, that this does not constitute an invitation to submit large amounts of extraneous materials; AppRrIIj �c2s s�w2,q!d be relevant and brief. The following Appendices have been provided at the end of this, proposal: Applendlix A - S&S Product Roadmap 9-P 01M This document contains forward looking statements regarding future operations, product development, product capabilities and avail- ability dates. This information is subject to substantial uncertainties and is subject to change at any time without prior notification. Statements contained in this document concerning these matters only reflect Systems and Software"s predictions and / or expecta- tions as of the date of this document and actual results and future plans of Systems and Software may differ significantly as a result Of, arnong other things, changes in product strategy resulting from technological, internal corporate, market and other changes. This is not a commitment to deliver any material, code or functionality and should not be relied upon in making purchasing decisions. Integrated Cognos BI Full Browser -Based Client HTML 5 for Responsive Design GXT 4.0 for UI Functionality LDAP Security Integration Business Process Management Jaspersoft !Report ication Clustering enQuesta is one of the most technologically advanced CIS solutions precisely because Sys- tems & Software is constantly looking forward when it comes to emerging technologies. Our Product Development team looks years ahead at how the industry is reacting to mud - ern changes, and predicts what features and functionality will be most valued at that time. This keeps both our short-term and long -terra goals aligned and ensures that enQuesta remains the most modern„ advanced CIS solution available. SHORT-TERM (2018 HTML ctive Directory `l e�"IG�"i Cognos BI Reports now available directly from enQuesta Removes the need for client program Provides additional) browser and system flexibility Allows for UI presentation & performance improvements Offers increased security strength and security options T True data warehouse for enhanced Business Intelligence Document Management through enQuesta Enhanced BPM capabilities through Boss BPM The next generation of our Document Designer Enhanced issue resolution and recovery, The success of enQuesta has come from Systems & Software's constant drive to improve upon the solution by offering advanced, modern features and functionality. Although we are anticipating several major technology upgrades over the next two years, our focus continues to be on making enQuesta the most feature -rich product in the market. Below is a short overview of some of the exciting changes we have coming to enQuesta over the next few years. u��wi�iv�wuuuuuuuuuuuuuuumuuuuuuumiui�m�imuum� udiwr��^ � USER EXPERIENCE REDESIGN With enQuesta 6, we are upgrading the user experience to feature a more modern design that's both intuitive and informational, without overcrowding the available space. These upgrades will position enQuesta as the most graphically advanced CIS on the market and will set the bar for the rest of the industry. WIDGET -BASED GUI We are redesigning our main navigation area to incorporate widgets, rather than a set layout. This allows each individual user to completely customize their expe- rience, choosing which widgets pertinent to their jab to display. Users can also minimize groups of widgets, making them easily accessible without taking up screen real estate. This enables enQuesta to be customized to maximum effe.cti. ness for each individual user. ADDITI Simplified Table Structure Task Approval in Scheduler Increased Reoccurrance Options Additional Scheduler Options Inactive Flag on Work Orders Additional Final Billing Options Fatal Codes for Deposits With the adoption of HTML 5, we will be able to present enQuesta in a variety of browsers and using a number of languages. This will allow users to better cus- tomize their experience to their particular tastes and needs, and will result in an overall better user experience. AL FEATURES UNDER DEVELOPMENT Exceptions by Rate New Calculation Variables Billing Jettison Logic Pre -Paid Module Master Type 3 Functionality New Net -Metering Options Billing Auto -Balance Promise to Pay Distribution Agency Promise to Pay Notice Types on Calendar Notice Print from Collections ACH Data Stored in enQuesta Extra Cycle/Due-Date Options Progress Meter for Billing Enhanced Notification Options