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CITY COUNCIL AGENDA REPORT
MEETING DATE: NOVEMBER 25, 2013
AGENDA #: 9A
PREPARED BY: JERILYN ERICKSON, FINANCE DIRECTOR
JANE KANSIER, ASSISTANT CITY MANAGER
PRESENTED JERILYN ERICKSON 8� JANE KANSIER
BY:
AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR
AND CITY MANAGER TO ENTER INTO A CONTRACT FOR AN
ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM.
DISCUSSION: Introduction
The purpose of this agenda item is for the City Council to consider approval of a
contract with the ERP software vendor and to authorize Mayor and City Manager
to execute the agreement with BS&A for an ERP system.
Hi StOry
The City maintains $187 million in total assets, along with an annual budget of
$26+ million. To effectively manage these assets and budgets, the ability to
track expenditures and revenues in real time, to identify trends, and to create
long term budgets and forecasts is imperative. The City's current 1984 vintage
financial system is limited in some of these capabilities. Therefore, the City
Council authorized staff to begin the ERP software selection project in
November, 2012. The Council approved a tentative timeline in December, 2012,
to assist staff as we moved forward with the project.
A Request for Proposals (RFP) seeking proposals from qualified software
vendors was released on July 1, 2013, using these parameters. The RFP
focused on the need for two core modules: Financial and Human Resources.
The groupings within these modules included:
General Ledger, Budgeting, Purchasing,
Financials: ' Accounts Payable, Accounts Receivable,
Cash Recei ts, Pro'ect Accountin
Human Resource Management: ' Human Resources (Employee File),
Pa roll
These modules are necessary to address the most critical challenges in the
current environment. Future functionality and modules may be considered in
later phases.
Three vendors submitted proposals and were selected to do product
demonstrations in early September. Each vendor had two days in which to
demonstrate the functionality of their software.
An Evaluation Team, consisting of a cross section of City staff, scored each of
the products and narrowed the selection to two vendors. The team then called
references for each of the vendors to discuss software functionality,
implementation approach and ongoing customer service. At this point, the
scores were very close and the Evaluation Team asked the preferred two
vendors (BS&A and New World Systems) to do an additional demonstration for
very specific functional requirements defined by the staff. Both preferred
vendors were also asked to walk through their respective cost proposals for
software licensing, implementation services and recurring maintenance to gain a
greater understanding of these proposals and to be certain we would only pay
for those functionalities we need at this time. These demonstrations and
discussions were completed on October 23, 2013.
Current Circumstances
Based on the point totals, the Evaluation Team recommends the City contract
with BS&A to provide the ERP system. The BS&A proposal for software and
implementation is $214,190. These costs include:
Category Cost i
Software $ 98,955
Data Conversions (not to exceed) $ 47,610
Interfaces $ 21,000
Project Management $ 8,750
Implementation & Training $ 27,000
Post Go-Live Assistance $ 3,000
Discounts $ (5,000)
Travel $ 12,875
Total $ 214,190
Annual service fees will be waived for the first year of use after the software is
implemented. Beginning in year 2(2015), the City will incur $26,710 (or some
portion, thereo� in annual service fees, as shown in the table below. In year 3,
service fees may be increased by an amount not to exceed the yearly CPI.
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Annual Service �ees Year 1 Year 2
General Ledger/Budgeting.NET $ 0 $ 2,500
Purchase Order.NET $ 0 $ 2,130
Accounts Payable.NET $ 0 $ 2,130
Cash Receipting.NET $ 0 $ 2,130
Miscellaneous Receivables.NET $ 0 $ 2,130
Fixed Assests.NET $ 0 $ 2,130
Human Resources.NET $ 0 $ 2,500
PayroII.NET $ 0 $ 2,750
Timesheets.NET $ 0 $ 1,530
Special Assessments.NET $ 0 $ 1,400
Employee Web Portal $ 0 $ 2,750
Purchasing Web Portal $ 0 $ 2,130
Source Code Escrow $ 0 $ 500
ANNUAL TOTAL $ 0 $ 26,710
The proposed contract itemizes the costs and spells out the payment details.
There will be no payment for software services until after the first module has
been accepted by the City and is live. Payment for each module will be billed
after its go-live acceptance date. This date also triggers the first year of the
annual service. As noted above, there is no service fee in the first year.
Conclusion
The staff recommends approval of the contract with BS&A. The City Attorney is
in the process of reviewing the final contract.
ISSUES: The Council asked the staff to further explore the following list of questions.
1. Split out traininq and implementation costs.
The Statement of Work (SOW), attached to the Master Agreement, spells out
the implementation and training hours assigned to each module, and the
tasks included as part of implementation and training. Staff has discussed
this extensively with BS&A. and they have agreed to allow reallocation of any
training in the pool without penalty.
2. How are regular updates (in the operations phase) tested? Who does the
testinq?
BS&A offers biweekly updates, but the updates are not mandatory. Unit
testing on all updates is built-in and completed by BS&A prior to the release
of any update. The issue with updates is generally in customization, and the
City does not expect to have any customizations to the software. On the
user side, the process for updates will be very similar to what users see with
Adobe updates. A message will be provided at login, and the user simply
clicks install to receive the update.
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3. Attempt to get a cost not to exceed quote on each.
Where appropriate, the contract includes the not to exceed language. In
most cases, the City will be billed for the time used, so costs may be less
than noted in the contract.
4. What do BS&A staff go through for backqround checks as it relates to
accessibilitv to sensitive Citv information?
BS&A has provided the City with a copy of their privacy agreement. This
agreement notes the use of security technologies, and limited access to
servers stored in controlled locations.
5. Obtain a recently completed SAS70/SSAE16 report.
As a private company, BS&A is not required to complete these reports. They
have provided staff with 3 years of income statements to demonstrate the
company's solvency.
We have received the additional information the council has directed and it is
reflected above.
BS&A has completed their review of the contract. Once the City Attorney has
completed his final review of the contract and it is signed by BS&A, we will place
the document in the Dropbox for the Council's review. We believe that it is
appropriate to enter into a contract with BS&A.
If the contract is approved on November 25, we anticipate a December 5 kick-off
date for the project. The schedule included in the SOW anticipates an initial go-
live date October 1, 2014. Post implementation follow-up and training would
occur between October, 2014, and February, 2015.
Following contract approval, the next step is the completion of a contract for
project management services. As the Council is aware, the staff received
multiple proposals for project management services. The cost came in higher
than anticipated, so Staff is continuing to reviewing options and alternatives to
assure we receive the services which are prerequisite to effective
implementation most cost effectively. We expect to bring a report to the Council
on December 9, 2013.
FINANCIAL The cost of the BS&A system is $214,190. The estimate does not include the
IMPACT: cost of the software selection consultant ($63,275), hardware upgrades required
by the system ($35,700), or consultant implementation assistance ($200,000). If
all of these elements are included then the total estimated cost is $514,575.
These estimated cost are more completely laid out below including the likely
timing for payment:
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Category ; �ost Year �illed
Selection Assistance Consultant (BerryDunn) $ 63,275 2013
BerryDunn Additional Work $ 1,410 2013
Initial Software and Implementation $ 214,190 2014
Project Manager Services (estimate) $ 150,000 2013-2014
Additional IT Services (estimate) $ 50,000 2014
Hardware (receipt printers, etc.) $ 4,700 2014
Laptops for training $ 6,000 2014
Network equipment (servers) $ 25,000
TOTAL $ 514,575
These costs will be incurred over time. For example, the initial software
selection consultant costs will be completed in 2013, while the software costs will
not be billed until the 2014. Other costs will be incurred over 2014. The
approving resolution addresses the various funding sources to complete this
project.
The SOW also includes costs for optional systems, including Utility Billing,
Community Development, Field Inspection, Work Orders or Inventory
Management. The proposed costs are valid until December 31, 2014. The City
is under no obligation to purchase any of these systems, but it is standard
industry practice to include these options in the event the City chooses to do
additional upgrades.
ALTERNATIVES: 1. Adopt the attached resolution which approves the contract and authorizes
the Mayor and City Manager to execute the contract on behalf of the City.
2. Provide staff with other direction.
RECOMMENDED Alternative 1
MOTION:
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RESOLUTION 13-x�cx
A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE THE CITY'S
STANDARDIZED PROFESSIONAL SERVICES CONTRACT FOR AN ENTERPRISE RESOURCE
PLANNING (ERP) SYSTEM
Motion By: Second By:
WHEREAS, The City of Prior Lake's current financial system was installed in approximately 1984, and
the City is seeking to update this system; and
WHEREAS, The City used an outside consultant, Berry Dunn McNeil and Parker, LLC, to review the
City's existing financial software and resources, and the current City processes, and to
prepare a Request for Proposal (RFP) for the ERP, and to guide the City through the
selection process; and
WHEREAS, The City received and reviewed three proposals, conducted software demonstrations,
contacted references and recommends that ERP software be acquired from the firm of
BS&A Software Inc.
WHEREAS, The BS&A proposal for software and implementation is $214,190;
WHEREAS, Annual services fees will be waived for the first year of use after the software is
implemented but are anticipated to start in 2015 and will be incorporated into future annual
budgets; and
WHEREAS, The associated costs for the software and implementation services will be incorporated in
the 2014 General Fund Technology Department budget.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA as follows:
1. The recitals set forth above are incorporated herein.
2. BS&A Software Inc., is hereby authorized to provide software and implementation services for the City
of Prior Lake in the amount of $214,190.00.
3. The Mayor and City Manager are authorized to execute the City's Standardized Professional Services
Agreement with BS&A Software, on behalf of the City.
4. Funding for these professional services will be the 2014 General Fund Technology Department budget.
PASSED AND ADOPTED THIS 25T" DAY OF NOVEMBER 2013.
YES NO
Hedber Hedber
Keene Keene
McGuire McGuire
Morton Morton
Souku Souku
Frank Boyles, City Manager
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Master Agreement for Professional Services
This Agreement ("Agreement") is made on the day of November, 2013, between the City of
Prior Lake, Minnesota (hereinafter "City"), whose business address is 4646 Dakota Street SE, Prior
Lake, MN 55372, and BS&A Software, a software provider (hereinafter "Consultant") whose business
address is 14965 Abbey Lane, Bath, MI 48808.
Preliminary Statement
The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of
professional services for City projects. That policy requires that persons, firms or corporations
providing such services enter into written agreements with the City. The purpose of this Agreement is
to set forth the terms and conditions for the provision of professional services by Consultant for
Software and Implementation Services for Enterprise Resource Planning (ERP) System
hereinafter referred to as the "Work".
The City and Consultant agree as follows:
1. Scope of Work. The Consultant agrees to provide the software and implementation services
shown in Exhibits A, D and E in connection with the Work. The following order of precedence
shall prevail over the Exhibits:
1. Exhibit A: "Prior Lake MN — Exhibit A— Statement of Work"
2. Exhibit B: "Prior Lake MN — Exhibit B— License Agreements"
3. Exhibit C: "BS&A Proposal to Prior Lake MN" (dated July 26, 2013)
4. Exhibit D: "Prior Lake MN ERP RFP" (dated June 28, 2013)
5. Exhibit E: "Prior Lake Request for Clarification Response" (dated September 25,
2013)
The terms of this Master Agreement shall take precedence over all Exhibits. If the Consultants
proposal is attached as an Exhibit, City reserves the right to reject any general conditions in
such proposal.
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2. Term. The term of this Master Agreement shall be from the date of this Master Agreement
through termination of the Licensing Agreement.
3. Compensation for Services. City agrees to pay the Consultant a total amount not to exceed
$214,190 for the services as described in Exhibit A.
A. Any changes in the scope of the work which may result in an increase to the
compensation due the Consultant shall require prior written approval by an authorized
representative of the City or by the City Council. The City will not pay additional
compensation for services that do not have prior written authorization.
B. Special Consultants may be utilized by the Consultant when required by the complex
or specialized nature of the Project and when authorized in writing by the City.
C. If Consultant is delayed in performance due to any cause beyond its reasonable
control, including but not limited to strikes, riots, fires, acts of God, governmental
actions, actions of a third party, or actions or inactions of City, the time for performance
shall be extended by a period of time lost by reason of the delay. �onsultant will be
entitled to payment for its reasonable additional charges, if any, due to the delay.
D. City agrees to pay Consultant for additional services as described in Exhibit B.
4. City Information. The City agrees to provide the Consultant with the complete information
concerning the Scope of the Work and to perform the following services:
A. Access to the Area. Depending on the nature of the Work, Consultant may from time
to time require access to public and private lands or property. As may be necessary,
the City shall obtain access to and make all provisions for the Consultant to enter upon
public and private lands or property as required for the Consultant to perform such
services necessary to complete the Work.
B. Consideration of the Consultant's Work. The City shall give thorough consideration to
all reports, sketches, estimates, drawings, and other documents presented by the
Consultant, and shall inform the Consultant of all decisions required of City within a
reasonable time so as not to delay the work of the Consultant.
C. Standards. The City shall furnish the Consultant with a copy of any standard or
criteria, including but not limited to, design and construction standards that may be
required in the preparation of the Work for the Project.
D. City's Representative. A person shall be appointed to act as the City's representative
with respect to the work to be performed under this Master Agreement. He or she shall
have complete authority to transmit instructions, receive information, interpret, and
define the City's policy and decisions with respect to the services provided or materials,
equipment, elements and systems pertinent to the work covered by this Master
Agreement.
5. Method of Payment. The Consultant shall submit to the City an itemized invoice for the
services as described in Exhibit A.
A. Progress Payment.
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Upon Acceptance by the City, the Consultant shall invoice and be paid for all fees
associated with the successful implementation for each application [the software
module], not inclusive of any optional items or applications delayed or cancelled by the
City.
B. Definition of Dates:
a. "Effective Date" — is the date of this Master Agreement, the date of signature by the
parties notwithstanding.
b. "Go Live Acceptance Date" — is the date at which the software implementation
phase has been fully implemented and accepted by the City.
C. Suspended Work. If any work performed by the Consultant is suspended in whole or in
part by the City, the Consultant shall be paid for any services set forth on Exhibit A
performed prior to receipt of written notice from the City of such suspension.
D. Payments for Special Consultants. The Consultant shall be reimbursed for the work of
special consultants, as described herein, and for other items when authorized in writing
by the City.
E. Claims. To receive any payment on this Master Agreement, the invoice or bill must
include the following signed and dated statement: "I declare under penalty of perjury
that this account, claim, or demand is just and correct and that no part of it has been
paid."
F. Final Payment. Final payment, constituting the entire unpaid balance of the
Compensation for Services (specifically, Exhibit A), shall be paid by the City to the
Consultant when the Work has been completed, the Master Agreement fully
performed, and the City accepts the Work in writing. Absent any claims otherwise, final
payment due within 45 days of project completion/go-live and City acceptance.
6. Project Manager and Staffing. The Consultant has designated Jason Hafner, CPA
to serve on the Project. They shall be assisted by other staff members as necessary to
facilitate the completion of the Work in accordance with the terms established herein.
Consultant may not remove or replace the designated staff from the Project without the
approval of the City.
7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in
the performance of its services as is ordinarily exercised by members of the profession under
similar circumstances in Scott County, Minnesota. Consultant shall be liable to the fullest
extent permitted under applicable law, without limitation, for any injuries, loss, or damages
proximately caused by Consultant's breach of this standard of care. Consultant shall put forth
reasonable efforts to complete its duties in a timely manner. Consultant shall not be
responsible for delays caused by factors beyond its control or that could not be reasonably
foreseen at the time of execution of this Master Agreement. Consultant shall be responsible
for costs, delays or damages arising from unreasonable delays in the performance of its
duties.
1. Audit Disclosure and Data Practices. Any reports, information, data, etc. given to, or
prepared or assembled by the Consultant under this Master Agreement which the City
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requests to be kept confidential, shall not be made available to any individual or organization
without the City's prior written approval. The books, records, documents and accounting
procedures and practices of the Consultant or other parties relevant to this Master Agreement
are subject to examination by the City and either the Legislative Auditor or the State Auditor for
a period of six (6) years after the effective date of this Master Agreement. The Consultant
shall at all times abide by Minn. Stat. 13.01 et seq., the Minnesota Government Data Practices
Act, to the extent the Act is applicable to data and documents in the possession of the
Consultant.
2. Termination. Either party may terminate this Master Agreement on thirty (30) days written
notice if the other party defaults or neglects to carry out the Work in accordance with the
Master Agreement or fails to perForm any provisions of the Master Agreement. Upon
termination under this provision, if there is no fault of the Consultant, the Consultant shall be
paid for services rendered and reimbursable expenses until the effective date of termination. If
however, the City terminates the Master Agreement because the Consultant has failed to
perform in accordance with this Master Agreement, no further payment shall be made to the
Consultant, and the City may retain another consultant to undertake or complete the Work
identified herein.
10. Subcontractor. The Consultant shall not enter into subcontracts for services provided under
this Master Agreement except as noted in the Scope of Work, without the express written
consent of the City. The Consultant shall pay any subcontractor involved in the performance
of this Master Agreement within ten (10) days of the Consultant's receipt of payment by the
City for undisputed services provided by the subcontractor. If the Consultant fails within that
time to pay the subcontractor any undisputed amount for which the Consultant has received
payment by the City, the Consultant shall pay interest to the subcontractor on the unpaid
amount at the rate of 1.5 percent per month or any part of a month. The minimum monthly
interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance
of less than $100, the Consultant shall pay the actual interest penalty due to the subcontractor.
A subcontractor who prevails in a civil action to collect interest penalties from the Consultant
shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing
the action.
11. Independent Consultant. Consultant is an independent contractor engaged by City to
perform the services described herein and as such (i) shall employ such persons as it shall
deem necessary and appropriate for the performance of its obligations pursuant to this Master
Agreement, who shall be employees, and under the direction, of Consultant and in no respect
employees of City, and (ii) shall have no authority to employ persons, or make purchases of
equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be
construed so as to find the Consultant an employee of the City.
12. lnsurance.
A. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay
for such insurance as will protect against claims or loss which may arise out of
operations by Consultant or by any subcontractor or by anyone employed by any of
them or by anyone for whose acts any of them may be liable. Such insurance shall
include, but not be limited to, minimum coverages and limits of liability specified in this
Paragraph, or required by law. The policy(ies) shall name the City as an additional
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insured for the services provided under this Master Agreement and shall provide that
the Consultant's coverage shall be primary and noncontributory in the event of a loss.
B. Consultant shall procure and maintain the following minimum insurance coverages and
limits of liability on this Project:
Worker's Compensation Statutory Limits
Employer's Liability $500,000 each accident
$500,000 disease policy limit
$500,000 disease each employee
Comprehensive General
Liability $1,500,000 property damage and bodily injury per
occurrence
$2,000,000 general aggregate
$2,000,000 Products — Completed Operations
Aggregate
$100,000 fire legal liability each occurrence
$5,000 medical expense
Comprehensive Automobile
Liability $1,000,000 combined single limit each accident (shall
include coverage for all owned, hired and non-owed
vehicles.
Umbrella or Excess Liability $1,000,000
C. The Comprehensive General/Commercial General Liability policy(ies) shall be
equivalent in coverage to ISO form CG 0001, and shall include the following:
a. Premises and Operations coverage with no explosions, collapse, or underground
damage exclusion (XCU).
b. Products and Completed Operations coverage. Consultant agrees to maintain
this coverage for a minimum of two (2) years following completion of its work.
Said coverage shall apply to bodily injury and property damage arising out of
the products-completed operations hazard.
c. Personal injury with Employment Exclusion (if any) deleted.
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d. Broad Form CG0001 0196 Contractual Liability coverage, or its equivalent.
e. Broad Form Property Damage coverage, including completed operations, or its
equivalent.
f. Additional Insured Endorsement(s), naming the "City of Prior Lake" as an
Additional Insured, on ISO forms CG 2010 07 04 and CG 2037 07 04, or their
equivalent.
g. If the Work to be performed is on an attached community, there shall be no
exclusion for attached or condominium projects.
h. "Stop gap" coverage for work in those states where Workers' Compensation
insurance is provided through a state fund if Employer's liability coverage is not
available.
i. Severability of Insureds provision.
D. Professional Liability Insurance. The Consultant agrees to provide to the City a
certificate evidencing that they have in effect, with an insurance company in good
standing and authorized to do business in Minnesota, a professional liability insurance
policy. Said policy shall insure payment of damage for legal liability arising out of the
performance of professional services for the City. Said policy shall provide an
aggregate limit of $2,000,000. Said policy shall not name the City as an insured.
E. Consultant shall maintain in effect all insurance coverages required under this
Paragraph at Consultant's sole expense and with insurance companies licensed to do
business in the state in Minnesota and having a current A.M. Best rating of no less
than A-, unless specifically accepted by City in writing. In addition to the requirements
stated above, the following applies to the insurance policies required under this
Paragraph:
a. All policies, except the Professional Liability Insurance policy, shall be written
on an "occurrence" form ("claims made" and "modified occurrence" forms are
not acceptable);
b. All policies, except the Professional Liability Insurance policy, shall be apply on
a "per project" basis;
c. All policies, except the Professional Liability Insurance and Worker's
Compensation Policies, shall contain a waiver of subrogation naming "the City
of Prior Lake";
d. All policies, except the Professional Liability Insurance and Worker's
Compensation Policies, shall name "the City of Prior Lake" as an additional
insured;
e. All policies, except the Professional Liability Insurance and Worker's
Compensation Policies, shall insure the defense and indemnity obligations
assumed by Consultant under this Agreement; and
f. All polices shall contain a provision that coverages afforded there under shall
not be canceled or non-renewed, nor shall coverage limits be reduced by
endorsement, without thirty (30) days prior written notice to the City.
A copy of the Consultant's Certificate of Insurance which evidences the
compliance with this Paragraph, must be filed with City prior to the start of
Consultant's Work. Upon request a copy of the Consultant's insurance declaration
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page, Rider and/or Endorsement, as applicable shall be provided. Such documents
evidencing Insurance shall be in a form acceptable to City and shall provide
satisfactory evidence that Consultant has complied with all insurance requirements.
Renewal certificates shall be provided to City prior to the expiration date of any of the
required policies. City will not be obligated, however, to review such Certificate of
Insurance, declaration page, Rider, Endorsement or certificates or other evidence of
insurance, or to advise Consultant of any deficiencies in such documents and receipt
thereof shall not relieve Consultant from, nor be deemed a waiver of, City's right to
enforce the terms of Consultant's obligations hereunder. City reserves the right to
examine any policy provided for under this paragraph.
F. Effect of Consultant's Failure to Provide Insurance. If Consultant fails to provide the
specified insurance, then Consultant will defend, indemnify and hold harmless the City,
the City's officials, agents and employees from any loss, claim, liability and expense
(including reasonable attorney's fees and expenses of litigation) to the extent necessary
to afford the same protection as would have been provided by the specified insurance.
Except to the extent prohibited by law, this indemnity applies regardless of any strict
liability or negligence attributable to the City (including sole negligence) and regardless of
the extent to which the underlying occurrence (i.e., the event giving rise to a claim which
would have been covered by the specified insurance) is attributable to the negligent or
otherwise wrongful act or omission (including breach of contract) of Consultant, its
subcontractors, agents, employees or delegates. Consultant agrees that this indemnity
shall be construed and applied in favor of indemnification. Consultant also agrees that if
applicable law limits or precludes any aspect of this indemnity, then the indemnity will be
considered limited only to the extent necessary to comply with that applicable law. The
stated indemnity continues until all applicable statutes of limitation have run.
If a claim arises within the scope of the stated indemnity, the City may require Consultant
to:
a. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing
performance of the indemnity obligation; or
b. Furnish a written acceptance of tender of defense and indemnity from
Consultant's insurance company.
Consultant will take the action required by the City within fifteen (15) days of receiving
notice from the City.
13. Indemnification. Consultant agrees to defend, indemnify and hold the City, its officers, and
employees harmless from any liability, claims, damages, costs, judgments, or expenses,
including reasonable attorney's fees, to the extent attributable to a negligent or otherwise
wrongful act or omission (including without limitation professional errors or omissions) of the
Consultant, its agents, employees, or subcontractors in the performance of the services
provided by this Master Agreement and against all losses by reason of the failure of said
Consultant fully to perform, in any respect, all obligations under this Master Agreement.
Consultant further agrees to indemnity the City for defense costs incurred in defending any
claims, unless the City is determined to be at fault.
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14. Ownership of Documents. All plans, diagrams, analyses, reports and information generated
in connection with the performance of the Master Agreement ("Information") shall become the
property of the City, but Consultant may retain copies of such documents as records of the
services provided. The City may use the Information for its purposes and the Consultant also
may use the Information for its purposes. Use of the Information for the purposes of the project
contemplated by this Master Agreement ("Project") does not relieve any liability on the part of
the Consultant, but any use of the Information by the City or the Consultant beyond the scope
of the Project is without liability to the other, and the party using the Information agrees to
defend and indemnify the other from any claims or liability resulting therefrom.
15. Non-Discrimination. During the performance of this Master Agreement, the Consultant shall
not discriminate against any employee or applicants for employment because of race, color,
creed, religion, national origin, sex, marital status, status with regard to public assistance,
disability, sexual orientation or age. The Consultant shall post in places available to
employees and applicants for employment, notices setting forth the provision of this non-
discrimination clause and stating that all qualified applicants will receive consideration for
employment. The Consultant shall incorporate the foregoing requirements of this paragraph in
all of its subcontracts for program work, and will require all of its subcontractors for such work
to incorporate such requirements in all subcontracts for program work. The Consultant further
agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes
363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act
of 1990.
16. Compliance with Laws and Regulations. In providing services hereunder, the Consultant
shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of
services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining
to the services to be provided shall constitute a material breach of this Master Agreement and
entitle the City to immediately terminate this Agreement
17. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall
be subject to mediation as a condition precedent to initiating arbitration or legal or equitable
actions by either party. Unless the parties agree otherwise, the mediation shall be in
accordance with the Commercial Mediation Procedures of the American Arbitration
Association then currently in effect. A request for mediation shall be filed in writing with the
American Arbitration Association and the other party. No arbitration or legal or equitable
action may be instituted for a period of 90 days from the filing of the request for mediation
unless a longer period of time is provided by agreement of the parties. Cost of inediation shall
be shared equally between the parties. Mediation shall be held in the City of Prior Lake unless
another location is mutually agreed upon by the parties. The parties shall memorialize any
agreement resulting from the mediation in a mediated settlement agreement, which agreement
shall be enforceable as a settlement in any court having jurisdiction thereof.
18. Assignment. Neither party shall assign this Master Agreement, nor any interest arising
herein, without the written consent of the other party.
t�04 �PBIpR��=.
�; x`, City of Prior Lake
`" "` Request for Proposais
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�' M �ATESO t '� �
19. Services Not Provided For. No claim for services furnished by the Consultant not specifically
provided for herein shall be honored by the City.
20. Severability. The provisions of this Master Agreement are severable. If any portion hereof is,
for any reason, held by a court of competent jurisdiction to be contrary to law, such decision
shall not affect the remaining provisions of this Master Agreement.
21. Entire Agreement. The entire Master Agreement of the parties is contained herein. This
Master Agreement supersedes all oral agreements and negotiations between the parties
relating to the subject matter hereof as well as any previous agreements presently in effect
between the parties relating to the subject matter hereof. Any alterations, amendments,
deletions, or waivers of the provisions of this Master Agreement shall be valid only when
expressed in writing and duly signed by the parties, unless otherwise provided herein.
22. Waiver. Any waiver by either party of a breach of any provisions of this Master Agreement
shall not affect, in any respect, the validity of the remainder of this Master Agreement.
23. Governing Law. This Master Agreement shall be controlled by the laws of the State of
Minnesota.
24. Conflicts. No salaried officer or employee of the City and no member of the Council of the
City shall have a financial interest, direct or indirect, in this Master Agreement. The violation of
this provision renders the Master Agreement void.
25. Counterparts. This Master Agreement may be executed in multiple counterparts, each of
which shall be considered an original.
Executed as of the day and year first written above.
CITY OF PRIOR LAKE
Kenneth L. Hedberg, Mayor
Frank Boyles, City Manager
FIRM NAME
,:OF .4RIp�....
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" ^ City of Prior Lake
Request for Proposals
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BS&ASoftware
By: Ted L. Qros e�
Its: Chief Operating Officer �� /�,�,,
/
Refer to paqe 27 of Exhibit A— Statemen# of Work
Source Code Escrow Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as af the day and year first set
forth within this doeument.
ESGROW AGENT
By: Dan E leston Date: t( 2'?,.� � a -�
�
LICENSEE
g Y� Date:
LICENSOR
By: Ted L. Dro C. Date: �f 2 2— �or �
. �,��
Refer to Exhibit B— License Aareements
Execution of the Master Agreement includes acceptance of Exhibit B- License Agreements to
include the following:
License and Support Agreements far BS&A .NET Programs
Service Agreement for Web Portal Applications
Exhibit A- Statement of Work
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City of Prior Lake, Scott County, MN
Prepared for: Jerilyn Erickson, Finance Director
City of Prior Lake
Prepared by: Dan J. Burns, CPA, Account Executive
BS&A Software
Date: November 22, 2013
Version: 1
Revision: 1.6
Status: Draft
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P d g e � 1
Table of Contents
1. Contact List ........................................................................................................................................................................................................................................................ 3
2. Key Data from Proposal ...............................................................................................................................................................................................................................4
3. Activities and Deliverables ........................................................................................................................................................................................................................11
3.1 GL/Budgeting .........................................................................................................................................................................................................................................11
3.2 Accounts Payable ..................................................................................................................................................................................................................................12
3.4 Payroll .....................................................................................................................................................................................................................................................133
3.5 Timesheets ............................................................................................................................................................................................................................................133
3.6 Miscellaneous Receivables .............................................................................................................................................................................................................134
3.7 Fixed Assets .............................................................................................................................................................................................................................................13
3.9 Human Resources .................................................................................................................................................................................................................................13
4. Delivery Method ............................................................................................................................................................................................................................................17
4.1 Generalized Approach ........................................................................................................................................................................................................................17
4.2 Detailed Schedule .................................................................................................................................................................................................................................19
4 .3 Sample Gantt Chart ..............................................................................................................................................................................................................................21
5. Project Management Process ..................................................................................................................................................................................................................22
5.1 Organization — Roles and Responsibilities .................................................................................................................................................................................22
5.2 Change Control ......................................................................................................................................................................................................................................23
5.3 RAID Management ...............................................................................................................................................................................................................................24
6. Review and Approval ................................................................................................................................................................................................................................ 255
7. BS&A Software Service Level Agreement (SLA) ............................................................................................................................................................................256
8. Source Code Escrow Agreement ............................................................................................................................................................................................................27
Table of Figures
Figurel: Delivery Process Overview ..........................................................................................................................................................................................................17
Figure 2: Delivery Process - Execute Phase .............................................................................................................................................................................................18
Figure Change Control Procedure .........................................................................................................................................................................................................23
prior lake mn - exhibit a- statement of work 11 ZZ 13.CIOCX P a g e � 2
1. Contact List
This section provides the list of key contacts for both BS&A Software and City of Prior Lake, MN:
BS8cA Contacts
Name Email Phone
Dan J. Burns, CPA—Account Executive dburnsCa?bsasoftware.com (517) 641-8900
Mark Puetz — Financial Management Product Manager mpuetzCa?basasoftware.com (517) 641-8900
Jason Hafner, CPA — Financial Management Product Manager ihafner@bsasoftware.com (517) 641-8900
Pam Nelson — Implementation Director pnelson@bsasoftware.com (517) 641-8900
John Schopmeyer—Implementation Services ischopmever@bsasoftware.com (517) 641-8900
Randy Dickinson — Implementation Services rdickinsonC�?bsasoftware.com (517) 641-8900
Laura Koenigsknecht — Implementation Services IkoenigsknechtCa?bsasoftware.com (517) 641-8900
Tricia Hoeffs — Implementation Coordinator thoeffs@bsasoftware.com (517) 641-8900
City of Prior Lake, MN Contacts
Name Emai( Phone
Jerilyn Erickson, Finance Director ierickson@cityofPriorLake.com (952) 447-9841
prior lake mn - exhibit a- statement of work 11 22 13.dOCX P a g e � 3
2. Key Data from Proposal
Cost Summary
Appfication and Annual Service Fee prices based on an approximate population of 23,754. Software is (icensed for use only by municipality
identified on the cover page. If used for additional entities or agencies, please contact BS&A for appropriate pricing.
Prices subject to change if the actuaf count is significantly different than the estimated count.
Applications, New Purchase
General Ledger/Budgeting .NET $12,495
Purchase Order .NET $10,645
Accounts Payable .NET $10,645
Cash Receipting .NET $10,645
Miscellaneous Receivables .NET $10,645
Fixed Assets .NET $10,645
Human Resources .NET $12,495
Payroll .NET $13,745
Timesheets .NET $0
Special Assessments .NET $6,995
Employee Web Portal (First year free; annual service fee thereafter) $0
- Employee Self Service
- Open Enrollment
Purchasing Web Portal (First year free; annual service fee thereafter) $0
Subtotal $98,955
Data Conversions
Convert existing United Software Technology (UST) data extracted by the City to BS&A format. The following fees are 'Not to Exceed'
amounts.
General Ledger (Chart of Accounts, Budget & Balances, Transaction History) $6,250
Purchase Order (Purchasing Processes, Routing & Approval) $5,325
Accounts Payable (Vendors, Transaction History) $5,325
Miscellaneous Receivables (Receipt items) $5,325
Fixed Assets (Asset Information, Transaction History) $5,325
Human Resources (General HR Information, Position & Salary Histories) $6,250
Payroll (Conversion/Set-up of Employees, Pay Codes, Expenses, Deductions, Vacation & Leave Banks; Detailed $10,310
Check and Yearly Pay Histories)
Special Assessments (Special Assessments for each District) $3,500
Subtotal $47,610
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e ( 4
No conversion will be performed for the following applications:
Cash Receipting
Timesheets
Custom Interfaces
Incode - Tyler Technologies Import utility billing transaction information $3,000
Cartegraph Import fuel data that originates in the third-party fuel system and is $2,500
passed to Cartegraph.
Cartegraph Import time card data entered on work orders in Cartegraph. $5,000
Cartegraph Export payroll rate tables to calculate job costing in Cartegraph. $3,000
Cartegraph Export fleet inventory items. $3,000
Purchasing Cards - US Bank Import transaction information. $1,500
Affinity Import transaction information. $3,000
Subtotal $21,000
Project Management and Impiementation Planning
Services indude:
- Ana(yzing customer processes to ensure all critical components are addressed
- Creating and managing the project schedule in accordance with the customer's existing processes and needs
- Providing a centra( contact between the customer project (eaders, developers, trainers, IT staff, and other resources required
throughout the transition period
- Coordinating and/or performing data extractions necessary for both testing and final conversions
- Insta(ling the software and providing IT consultation for network, server, and workstation configuration and requirements
- Testing and reviewing converted data
Includes 2 days assigned for On-Site Implementation: $8.750
Implementation and Training
- $1,000/day _ _
- Days guoted are estimates; you are 6i(led for actual days used
- Training days can be rea(located from the origina( pool without penalty
- See a(so, Travel Expenses on page 6
Services include:
- Setting up users and user security rights for each app(ication
- Performing fina( process and procedure review
- Configuring custom settings in each app(ication to fit the needs of the customer
- Setting up application integration and workf(ow methods
- Onsite verification of converted data for balancing and auditing purposes
- Training and Go-Live
Software Setup Days: 3 $3,000
General Ledger/Budgeting .NET Days: 2 $2,000
Purchase Order .NET Days: 3 $3,000
Accounts Payable .NET Days: 2 $2,000
Cash Receipting .NET Days: 2 $2,000
Miscellaneous Receivables .NET Days: 2 $2,000
Fixed Assets .NET Days: 1 $1,000
Human Resources .NET Days: 2 $2,000
Payrol I. N ET Days: 5 $ 5,000
Timesheets .NET Days: 2 $2,000
Special Assessments .NET Days: 1 $1,000
Purchasing Web Portal Days: 1 $1,000
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 5
Employee Web Portal Days: 1 $1,000
Total:27 Subtotal $27,000
Post-Go Live Assistance
- Review and consult on streamlining day-to-day activities as they relate to the processes within the BS&A applications
- Assist customers with more detailed and advanced report options avai(able within the BS&A applications
- Revisit common(y-used procedures discussed during training
- As needs arise, provide assistance with bank reconciliations
- $1,000/day
- Days quoted are estimates; you are bi((ed for actual days used
Post-Go Live for all applications for which training was performed Days: 3 $3,000
Cost Tota ls
Not inc(uding Annual Service Fees
Applications $98,955
Data Conversions $47,610
Custom InterFaces $21,000
Project Management and Implementation Planning $8,750
Implementation and Training $27,000
Post Go-Live Assistance $3,000
First in the State of Minnesota Discount -$5,000
Total Proposed $201,315
Travel Expenses $12,875
Note: Travel expense, fixed bid / not-to-exceed for days quoted above. Additional training days subject to variable travel expense as
follows: Hotel @$120/day, Meals @$55/day, Car Rental @$60/day, Airfare @$450/trip airfare (if applicable) and related expenses.
Grand Total (with Travel Expenses) $214,190
Annual Service Fees
Unlimited service and support during your first year with the program ore included in your purchase price. Thereafter, Service Fees are bi((ed annual(y. BS&A
Software reserves the right to increase the Annual Service Fee in accordance with Exhibit 8- License Agreements.
General Ledger/Budgeting .NET $2,500
Purchase Order.NET $2,130
Accounts Payable .NET $2,130
Cash Receipting .NET $2,130
Miscellaneous Receivables .NET $2,130
Fixed Assets .NET $2,130
Human Resources .NET $2,500
Payroll .NET $2,750
Timesheets .NET $1,530
Special Assessments .NET $1,400
Employee Web Portal $2,750
Purchasing Web Portal $2,130
Source Code Escrow $500
Total Annual Service, New Purchases $26,710
Refer to Master Agreement for signature acceptance.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 6 -
Future release by BS&A to accommodate requirements / available on or before planned go-live of 8/1/2014
1) Budgeting
a. Transactions must calculate price x quantity
b. Have option to prepopulate new budget based on PY actual
c. Ability to calculate off of PY actual
2) Project Accounting
a. Add filter to optionally hide project numbers from GL account list;
b. Summary or detailed reports that include project and non-project information for an account;
3) Special Assessments
a. Deferrals — ability to have flexible terms
1. Deferred principal and interest until a future date;
2. Deferred principal; interest is due;
3. Deferred X number of years; then set up alternative pay schedule;
b. Link each assessment roll to a Debt Service Fund (date driven---since these could change over time as bonds are
paid offl
4) Forecasting
a. Ability to project year end balances when activity does not occur evenly through-out the year.
5) Reporting
a. State reports (including but not limited to);
1. PERA
2. New Hire
3. Annual Financial Report — Office of the State Auditor (OSA)
4. Annual TIF Report — (OSA)
BS8tA is projecting to accommodate the following requirements on or before 6/30/2015
b. Comparative Reporting
1. Pay period over pay period (PY or previous)
2. YTD actual to budget by employee with position budgeting
COSt S11111t11a1')/ f01" Opt10111� It@I'TIS (Prices are good through December 31, 2014)
Application and Annua( Service Fee prices based on an approximate population of 23,754 and 8,250 utility customers. Software is licensed
for use only by municipality identified on the cover page. If used for additional entities or agencies, p(ease contact BSBtA for appropriate
pricing.
prior lake mn - exhibit a- statement of work 11 22 13.dOCX P a g e � 7
Prices subject to change if the actual count is significant(y different than the estimated count.
The prices below are based upon the City's option to elect for these Optional Items by December 31, 2014. The City may elect
for Optional Items individual(y.
Applications, New Purchase '
Utility Billing .NET $16,500
Community Development .NET $15,620
Field Inspection .NET $4,000
Work Orders .NET $10,645
Inventory Management .Net $10,645
Subtotal $57,410
Data Conversions
Convert existing data to BS&A format. The following fees are 'Not to Exceed' amounts.
Utility Billing / Converting from Tyler Incode $14,250
Community Development - Converting from Access (per database) $13,275
Work Orders / Converting from Cartegraph $7,500
Inventory Management / Converting from Cartegraph $7,500
Subtotal $42,525
Custom Import
Custom Import from third-party software to populate Building Department database with parcels, properties, and $1,000
current owners
Project Management and Implementation Planning ;
Services include:
- Analyzing customer processes to ensure a(I critica( components are addressed
- Creating and managing the project schedule in accordance with the customer's existing processes and needs
- Providing a central contact between the customer project leaders, developers, trainers, IT staff, and other resources required
throughout the transition period
- Coordinating and/or performing data extractions necessary for both testing and fina( conversions
- Installing the software and providing IT consultation for network, server, and workstation configuration and requirements
- Testing and reviewing converted data
Includes 2 days assigned for On-Site Implementation: $7,500
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 8
Implementation and Training
- $1,000/day _
- Days quoted are estimates; you are billed for actual days used
- Training days can be reallocated from the original pool without pena(ty
- See also, Travel Expenses (below)
Services intlude:
- Setting up users and user security rights for each application
- Performing final process and procedure review
- Configuring custom settings in each application to fit the needs of the customer
- Setting up application integration and workflow methods
- Onsite verification of converted data for balancing and auditing purposes
- Training and Go-Live
Software Setup Days: 2 $2,000
Utility Billing .NET Days: 8 $8,000
Community Development .NET Days: 5 $5,000
Field Inspection .NET Days: 2 $2,000
Work Orders .NET Days: 3 $3,000
Inventory Management .Net Days: 2 $2,000
Total:22 Subtotal $22,000
Post-Go Live Assistance
- Review and consult on stream(ining day-to-day activities as they relate to the processes within the BS&A applications
- Assist customers with more detailed and advanced report options availab(e within the BS&A app(ications
- Revisit commonly-used procedures discussed during training
- As needs arise, provide assistance with bank reconciliations
- $1,000/day
- Days quoted are estimater, you are bil(ed for actua( days used
Post-Go Live for all Optional apps for which training was performed Days: 2 $2,000
Optional Items Cost Totals
Not including Annual Service Fees
Applications $57,410
Data Conversions $42,525
Custom Import $1,000
Project Management and Implementation Planning $7,500
Implementation and Training $22,000
Post Go-Live Assistance $2,000
Total Proposed $132,435
Travel Expenses $10,515
Note: Travel expense, fixed bid / not-to-exceed for days quoted above. Additional training days subject to variable travel expense as
follows: Hotel @$120/day, Meals @$55/day, Car Rental @$60/day, Airfare @$450/trip airfare (if applicable) and related expenses.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 9
Optional Items Grand Total (with Travel Expenses) $142,950
Optional Items Annual Service Fees
Unlimited service and support during your first year with the program are included in your purchase price. Thereafter, Service Fees are
bilfed annua(ly. BS&A Software reserves the right to increase the Annual Service Fee in accordance with Exhibit 8— License Agreements.
Utility Billing .NET $3,300
Community Development .NET $3,120
Field Inspection .NET $800
Work Orders .NET $2,130
Inventory Management .Net $2,130
Total Annual Service, New Purchases $11,480
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 10
3. Activities and Deliverables
This section describes specific activities and deliverables that will be provided by BS&A Software to fulfill the obligations set out in the
proposal. Each subsection includes the detailed requirements for: Data Conversion, Process Definition, and Cutover.
3.1 GL/Budgeting
Establish 658tA Databases
1. Extract preliminary data with corroborating reports
2. Confirm fiscal year end and desired GL format
3. Preliminary conversion development — Chart of Accounts, Budget & Balances, Transaction History
4. Preliminary conversion QC and documentation
5. Preliminary conversion data review
6. Extract final data with corroborating reports
7. Convert final data
8. QC final BS&A database and documentation
9. Build GL banks and assign GL cash accounts
10. Set up due to/due from rules
11. Verify final BS&A database at cutover
Establish B58tA Process
1. Review current GL process
a. Chart of Accounts analysis
b. Budget process and timing
c. Bank reconciliation process and timing
d. Pooled cash environments
e. Funds with differing FYEs
f. Project accounting
g. Grant accounting
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Establish Online Financial Services processes and training requirements
5. Document BS&A process
6. Verify final BS&A process at cutover
prior lake mn - exhibit a- statement of work 11 22 13.dOCX P a g e � 11 -
3.2 Accounts Payable
Establish B58eA Databases
1. Extract preliminary data with corroborating reports
2. Confirm fiscal year end and desired GL format
3. Preliminary conversion development — Vendors, Transaction History
4. Preliminary conversion QC and documentation
5. Preliminary conversion data review
6. Extract final data with corroborating reports
7. Convert final data
a. If no conversion, import vendors list
8. QC final BS&A database and documentation
a. Verify 1099 vendors are marked
9. Verify final BS&A database at cutover
Establish BS&A Process
1. Review current AP process
a. Invoice entry process and timing
b. Approval process
c. Check run process and timing
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Establish Online Financial Services processes and training requirements
5. Document BS&A process
6. Verify final BS&A process at cutover
3.3 Cash Receipting
Establish BS&A Databases
1. No Conversion
Establish BS8tA Process
1. Review current CR process
a. Number of receipting stations
b. Confirm receipting hardware requirements
c. Any required application interfaces
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 12
3.4 Payroll
Establish BS8cA Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion development — Conversion/Set-up of Employees, Pay Codes, Expenses, Deductions, Vacation
& Leave Banks; Detailed Check and Yearly Pay Histories
3. Refine development using implementation notes and contract language
4. Develop required payroll documents, including check formats
5. Duplicate payroll
6. Test journalization
7. Preliminary conversion QC and documentation
8. Extract final data with corroborating reports
9. Convert final data
10. QC final BS&A database and documentation
11. Verify final BS&A database at cutover
Establish BS8cA Process
1. Review current PR process
a. Number of employees
b. Departments
c. Active/inactive
d. Pay frequencies
e. Hourly pay vs. salary pay
f. Allocation tables
g. Bargaining unit impact
h. Pay structures/rates
i. Direct deposit
j. Shift work/overtime
k. Leave policies
I. Workers compensation
m. Equipment rental
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Establish Online Employee Self Service processes and training requirements
5. Document BS&A process
6. Verify final BS&A process at cutover
3S Timesheets
Establish B58tA Process
1. Review current TS process
a. Centralized vs. decentralized entry
b. Individual vs. group training
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 13
3.6 Miscellaneous Receivables
Establish BS8tA Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion development — Receipt Items
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final data
7. QC final BS&A database and documentation
8. Verify final BS&A database at cutover
Establish BS&A Process
1. Review current MR process
a. Invoice entry process
b. Billing frequency
c. Penalties
d. ACH payments
e. Handling of delinquent balances
f. Any required application interfaces
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
3.7 Fixed Assets
Establish BS&A Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion development — Asset Information, Transaction History
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final data
7. QC final BS&A database and documentation
8. Verify final BS&A database at cutover
Establish B58tA Process
1. Review current FA process
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 14
3.8 Purchase Order
Establish BS8tA Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion development — Purchasing Processes, Routing & Approval
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final data
7. QC final BS&A database and documentation
8. Verify final BS&A database at cutover
Establish BS&A Process
1. Review current PO process
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Establish Online Financial Services processes and training requirements
5. Document BS&A process
6. Verify final BS&A process at cutover
3.9 Human Resources
Establish BS8eA Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion development — General HR Information, Position & Salary Histories
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final data
7. QC final BS&A database and documentation
8. Verify final BS&A database at cutover
Establish BS&A Process
1. Review current HR process
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 15
3.10 Special Assessment
Establish BS&A Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion development — Special Assessments for each District
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final data
7. QC final BS&A database and documentation
8. Verify final BS&A database at cutover
Establish BS&A Process
1. Review current process
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 16
4. Delivery Method
This section describes the method that BS&A Software will use to deliver this project to City of Prior Lake, MN. This method is described
in terms of the generalized approach and as a detailed schedule.
4.1 Generalized Approach
BS&A Software will use the following four-phase approach to fulfill the needs of City of Prior Lake, MN:
Phase 1— Initiate
This phase encompasses the work necessary to achieve an executed Master Agreement. (This phase is usually
completed with the executed Master Agreement).
Phase 2 — Plan
This phase follows the execution of the Master Agreement and produces the detailed description for the work to be
undertaken and the schedule for the work, and is presented in the Statement of Work (this document).
Phase 3 — Execute
This phase encompasses all of the activity necessary to bring into operation the applications provided by BS&A
Software and the associated training.
Phase 4 — Close
This phase provides a formal conclusion of the project and the handover to BS&A's support team.
Figure 1: Delivery Process Overview
customer �
Reqairement p
Initiate
5g�
sta�emem
Pl a Wak
Plan ��
� Cutover Complele
�cate
,P2 PcknaMedge
. . . . . . . . . . Trainirg Cortpete
Cerfificate
��: ���� � Execute
' �� Sigr�ed
Depb�mient Caiplete
.. P3 Certificate
Close
P4
This diagram shows the general approach that BS&A Software will follow to deliver this project.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 17
Figure 2: Delivery Process - Execute Phase
5�a�eme�t
o( Work
Sgned BSBA SigneO
Dalabase Dafa Conversion
��
Establish BS&A
Dawbase
P3.1 Process Irrpliatiwrs
fa BSBA Dasbase
Sg d
EsWblishBS&A �a
-Process � � �
P32 pcknovM<dged
CumuaCmple�
Certfirate
�� � Acknowledged
Installand Cutover cutover
Compiete
Certificate
P3.3
� Tra in Customer
Staff Acknawledged
Training
P3.4 �mv�ete
Certificat¢
Database Im0lemenlatian
� ArchlteR GrojeckManager Tniner Customer
This diagram shows the activities within the Execute phase of the project, which are:
� Establish BS&A database(s)
� Establish BS&A process(s)
� Install and cutover
� Train customer staff
The details for each activity can be provided if required.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 18 -
4.2 Detailed Schedule
The following schedule has been developed based upon the Statement of Work at the time of execution of the Master
Agreement. The dates prescribed below will be managed by BS&A and the City throughout the implementation. The
purpose of including the schedule is to establish a high-level timeline to meet the goals and objectives of the City. By
including the schedule below in this Statement of Work, BS&A and the City are committing to the prescribed tasks unless
mutually acceptable changes are made.
Task Responsible Parties Start Date End Date
. • � -
Conduct Kick-off Meeting BS&A and City 12/5/13 12/5/13
Review Project Scope and Project Management Process BS8tA 12/5/13 12/5/13
Establish Project Meeting Schedule BS8tA and City 12/5/13 12/5/13
Assemble BS&A Project Team BS8tA 12/17/13 12/17/13
Assemble City Project Team City 12/17/13 12/17/13
Create Initial Project Timeline BS8tA & City 12/17/13 12/17/13
• � . . �
Meet with City IT Staff to review Hardware Configurations BS8tA and City 2/14/14 2/14/14
Extract Preliminary Data from current System BS&A and City 2/14/14 2/14/14
Conduct Data Mapping and Develop Data Conversion BS8tA 2/17/14 2/17/14
Routines
Conduct Review of Converted Data with City 658tA and City 5/5/14 5/5/14
Install Programs BS8tA 6/27/14 6/27/14
• -.•-
Conduct On-site Process Review Meeting BS&A and City 5/19/14 5/19/14
Conduct Analysis of Current Forms BS8tA and City 5/20/14 5/20/14
Conduct Review of Required Reports BS&A and City 5/21/14 5/21/14
Conduct Analysis of System Interface Requirements B58tA and City 5/21/14 5/21/14
Develop Best Practices Recommendation BS8eA 5/22/14 5/22/14
Approve Recommendations City 5/30/14 5/30/14
Provide Consulting and Assistance with Chart of Account BS8tA 5/28/14 5/30/14
Redesign
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 19
Create System Specification Document B58tA 6/25/14 6/25/14
. •
Create Forms 658tA 7/14/14 7/14/14
Create Reports BS8cA 7/15/14 7/15/14
Conduct Acceptance Testing City 7/16/14 7/16/14
Conduct Final Data Extraction City 7/21/14 7/21/14
Convert Final Data BS&A 7/23/14 7/23/14
On-site Set-up for Users and Configuration Items BS8tA 8/11/14 8/13/14
•
On-site Training — General Ledger BS&A and City 8/14/14 8/15/14
On-site Training — Purchase Order & Purchasing Web BS8tA and City 8/18/14 8/21/14
On-site Training — Cash Receipting 658tA and City 8/21/14 8/22/14
On-site Training — Accounts Payable B58cA and City 8/25/14 8/26/14
On-site Training — Payroll & Employee Web Portal BSStA and City 8/25/14 8/29/14
On-site Training — Human Resources B58tA and City 9/3/14 9/4/14
On-site Training — Miscellaneous Receivables BS&A and City 9/8/14 9/9/14
On-site Training — Timesheets BS8cA and City 9/10/14 9/11/14
On-site Training — Fixed Assets BS8tA and City 9/15/14 9/15/14
On-site Training — Special Assessment BS8tA and City 9/16/14 9/16/14
.� . � . .
Conduct Post Project Review & Assessment BS8tA and City 10/14/14 10/14/14
Conduct Post Implementation Follow Up Training BS&A and City 2/10/15 2/12/15
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 20
4.3 Sample Gantt Chart
The following Gantt Chart has been developed based upon the Statement of Work at the time of execution of the
Master Agreement. The dates prescribed below will be managed by BS&A and the City throughout the implementation.
The purpose of including the schedule is to establish a high-level timeline to meet the goals and objectives of the City. By
including the Gantt Chart below in this Statement of Work, BS&A and the City are committing to the prescribed tasks
unless mutually acceptable changes are made.
ID B TaskName Duration Predecessor Finish ResourceNames W ek4 Week We k6 V
Z$ EstablishBS&ADaWbase I3days ' 30Jun'13 �,�5&noatabase
z9 1 ExtractPreliminary[Test]DataandReports lday 26 06Jun'13 JT,Customer �
3o Run Test Conversions and Produce Conversion Notes 1 day 29 07Jun Y3 '� Database Architect
31 '�. Create BS&A Database .1 day 30 �.lOJun '13 : Database Architect �,
3z ResolveConversionlssuesandConfirmConversionApproach -0days ;31 ilOJun'13 DatabaseArchitect
3s Signed Conversion Approach and B5&A Database O days 32 lOJun'13 Customer
34 Establishe5&ADatabase-Complete �-0days 33 lOJun'13
35 Establish65&AProcess .. ... ...... . .. ... .. . ��4days � � .... .. . .. • &AVrocess
36 } ReviewCustomerCurrentProcess lday 26 06Jun'13 Customer �
37 Review65&AApplicationFunctionality lday 36 07Jun'13 Developer
3a DefineBS&AProcess 3day 37 30Jun'13 Customer
39 , DocumentBS&AProcess 'lday 38 llJun'13 IDeveloper
4o EstablishBS&AProcess-Complete Odays 39 11Jun'13
4i Installand Cutover 4days 17Jun']3 ' utover
42 , InstallandConfigureApplication lday ;34,40 121un'13 IT
43 ExtractFinalData lday 42 '13Jun'13 1T
44 �. �� ConvertandVerifyFinalData iday ;43 .14Jun'13 .:DatabaseArchitect
45 Restore and Verify Converted Data and Configure .� 1 day �44 17Jun'13 Trainer,Customer �
4e AcknowledgeCutoverComplete Odays 45 17Jun'13 Customer �
4� Install and Cutover Complete Odays 46 17Jun Y3
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 21
5. Project Management Process
This section describes the following project management procedures that will be used to support the delivery of this project:
� Organization
� Change Control
� RAID Management (Risk, Action, Issue, Decision)
5.10rganization - Roles and Responsibilities
This subsection describes the organization that BS&A Software will use to support the delivery of this project.
Project Specific Roles
BS&A Software will use the following roles during the project:
� Project Management and Implementation Planning Director
' Has overall accountability for the project and provides a point of escalation for the customer.
� Project Manager
' Has day-to-day accountability for the project.
' Manages and coordinates all activities and resources associated with the project
' Produces and maintains the Project Plan
' Responsible for and leads the work associated with the development of the customer's new
processes.
� Database Technician
' Responsible for and leads the work associated with the development of the customer's new
databases.
� Implementation and Training Representative
' Responsible for and leads the cutover and delivery of the training.
� R
' Assists with the extraction of test and production data from the customer's existing applications.
' Responsible for the installation of the BS&A applications on the customer's production
environment.
� Subject Matter Experts
' May assist as required.
Note: there may be a number of people fulfilling each role.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 22
5.2 Change Control
This subsection describes the Change Control procedure that BS&A Software will use to support the delivery of projects.
Figure 3: Change Control Procedure
Change CoMrol
Procedure
Changa Request
,'�,Ra�e Cha
Requirement Request
ImpactAssessed
� pl Change Request
;'i`�`:`"K:
"..�tstpsslnipack ���.
�
��, Accept
{6ff1ICi11 UutGOf11B. �
� Rejec[
Implementation Change �stomer
Projec[ Manager Requert Log
This diagram shows the Change Control Procedure and activities as follows:
� Raise change request
� Assess impact
� Confirm outcome
The details of these activities are available in the Project Management Procedures document.
prior lake mn - exhibit a- statement of work 11 22 13.dOCX P a g e � 23
5.3 RAID Management
This subsection provides an overview of the RAID Management (Risk, Action, Issue, and Decision) procedures that will be used
to support the delivery of this project.
. •
Risk Used to describe events that may occur and the impact Creation — can be raised at any point during the life of the project
on the project if they occur Review— risks will be reviewed at specific times during the project
Lifespan — could remain open for the duration of the project
Action Used to describe and control the specific tasks that are Creotion — are raised at an appropriate management meeting, and can
raised at management meetings. be raised at any point during the life of the project.
These tasks are outside of activities listed in the Project Review— progress towards closure will be reviewed at each subsequent
Plan and Statement of Work. instance of the management meeting at which the action was raised.
Lifespon — the expectation is that an action will be closed within two
iterations of the management meeting at which they were raised.
Issue Used to describe and bring focus to a situation where a Creation — can be raised at any point during the life of the project.
task on the project plan has not been, or cannot be, Review— progress towards closure will be reviewed at the management
delivered according to: schedule, specification, or meeting.
budget. Lifespon — an issue will remain open until it has been resoived to the
satisfaction of all concerned.
Decision Used to describe and record a decision made by the Creation — can be raised at any point during the life of the project.
project; i.e., the outcome of a change request, or the Review— decisions are presented to a management meeting that has
approval of a milestone. the authority to make those decisions.
Lifespan — a decision will be open up to the point that when it is
presented to the meeting, it will be either accepted or rejected (a "no-
decision" is equal to a rejection).
The details of the RAID Management procedure are available in the Project Management Procedures document.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 24
6. Review and Acceptance
There will be various review points during the project (see Project Schedule Dates) when a formal review of progress will be marked by
the confirmation of, and acceptance of, specific deliverables.
The City will receive a confirmation email at the completion of each of the following milestones in the implementation process. A return
email from the City received by BS&A will serve as acceptance and trigger any related payments due or initiate subsequent
implementation tasks.
� Statement of Work. BS&A will ask the City to accept receipt of the Statement of Work and that it represents the agreed-upon
scope of the project.
� BS&A Database and Conversion Approach. BS&A will ask the City to accept receipt of the BS&A Database and Conversion
Approach, and that it represents an acceptable conversion plan for Cutover.
� Cutover Approach Complete. BS&A will ask the City to accept that the Project Management and Implementation Planning
Team has provided an agreed-upon BS&A Database and Conversion Approach.
� Data Conversion Complete. BS&A will ask the City to accept that all data conversions specified within this Statement of Work
have been developed, completed and tested; and that any issues with these activities have been resolved.
� Interface Development Complete. BS&A will ask the City to accept that all interface development specified within this
Statement of Work have been developed, completed and tested; and that any issues with these activities have been resolved.
� Training Complete. BS&A will ask the City to accept that the Implementation and Training Team has delivered training
consistent with the Statement of Work, or that some days were left unused and should not be billed.
� Deployment Complete. BS8tA will ask the City to accept that BS&A has provided all deliverables consistent with the
Statement of Work, and that any outstanding issues from the Implementation and Training processes have been addressed or
transferred to the Support Team.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 25
7. BS&A Software Service Level Agreement (SLA)
BS&A Software maintains the following as standard benchmarks goals for customer support and issue resolution.
BS&A Software's standard hours for telephone support are from 8:30 a.m. to 5:30 p.m., EST, Monday through Friday.
Most commonly, customers utilize the Contact Customer Support option located within the Help menu of all of our applications. Our
toll-free support line is another common method used to communicate issues, suggestions, or questions. Our support department can
also be reached via email.
We average a response time of under 15 minutes for initial customer service requests. During certain busy times of the year, such as
Payroll Year End/W2 Processing time, our response time goal increases to under 1 hour.
Customer service requests fall into four main categories:
A. Technical. Questions or issues relating to I.T. functionality, future hardware purchases, and configuration. These types of
communication typically fall within our 15 minute response time goal.
B. Questions/Support. General questions regarding functionality, use, and setup of the applications. These types of
communication typically fall within our 15 minute response time goal.
C. Requests. Customer requests for future enhancements to the applications. Key product management personnel meet with
development staff on a regular basis to discuss the desirability and priority of such requests. These types of communication
typically fall within our 15 minute response time goal for the initial customer contact.
D. Issues/Bugs. Items that cause unintended, undesirable behavior in the applications. These items fall into three subcategories:
i. Critical. Cases where an error or issue has rendered the application unusable, with no viable workaround or
alternative. The targeted resolution time for all critical issues is less than 1 day. These issues are exceedingly rare, and
most are resolved in a matter of hours.
ii. Moderate. Cases where an error or issue causes a significant inconvenience, with no viable, easy to manage
workaround. The targeted resolution time for all moderate issues is within 2 weeks, and many are corrected within the
same business day.
iii. Minimal. Cases that are mostly cosmetic in nature, and do not impede functionality in any significant way. These
issues are assigned a priority level at our regular meetings, and resolution times based on that priority are
communicated to the customer.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 26
8. Source Code Escrow Agreement
Source Code Escrow Agreement
for BS&A Software Programs
Saftwrare RrQducts �f E3eli�fewil, 8zur, &+�ssaaates, In�.
This Escrow Agreement is entered into and effective as of the day of by and among Licensee having its
principal place of business in Minnesota and Licensor, having its principal place of business in Michigan and IT Right,
("the Independent third party Escrow Agent"), having its principal place of business in Michigan.
WHEREAS, Licensor has granted a license to Licensee to use certain computer software pursuant to the terms and
conditions of a Computer Software License Agreement (the "License Agreement"), and
WHEREAS, the uninterrupted availability of all forms of such computer software is critical to Licensee in the conduct of its
business; and
WHEREAS, Licensor has agreed to deposit in escrow a copy of the source code form of the computer program (the
"Software") included in the Software System covered by the License Agreement, as well as any corrections or
enhancements to such source code, to be held by Escrow Agent in accordance with the terms and conditions of this
Escrow Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:
1. Deposit
Licensor has concurrently herewith deposited with Escrow Agent a copy of the source code form of the Software (the
"Source Code"), including all relevant commentary, explanations, and other documentation of the Source Code
(collectively, "Commentary"). Licensor also agrees to deposit with Escrow Agent, at such times as they are made, a copy of
all revisions to the Source Code or Commentary encompassing all corrections or enhancements made to the Software by
Licensor pursuant to the License Agreement or any Software Maintenance Contract between the parties.
2. Term
This Escrow Agreement shall remain in effect during the term of the License Agreement and any Software Maintenance
Contract between Licensee and Licensor. Termination hereof is automatic upon delivery of the deposited Source Code and
Commentary to Licensee in accordance with the provisions hereof.
3. Default
A default by Licensor shall be deemed to have occurred under this Escrow Agreement upon the occurrence of any of the
following:
(a) if Licensor has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which
Licensor is the named debtor, an assignment by Licensor for the benefit of its creditors, the appointment of a receiver
for Licensor, or any other proceeding involving insolvency or the protection of, or from, creditors, and same has not
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 27
been discharged or terminated without any prejudice to Licensee's rights or interests under the License Agreement
within thirty (30) days; or
(b) if Licensor has ceased its on-going business operations, or sale, licensing, maintenance or other support of the
Software; or
(c) if Licensor fails to pay the annual fee, if any, due to Escrow Agent hereunder; or
(d) if any other event or circumstance occurs which demonstrates with reasonable certainty the inability or
unwillingness of Licensor to fulfill its obligations to Licensee under the License Agreement, this Escrow Agreement or
any Software Maintenance Contract between the parties, including, without limitation, the correction of defects in the
Softwa re.
4. Notice of Default
Licensee shall give written notice to Escrow Agent and Licensor of the occurrence of a default hereunder, except that
Escrow Agent shall give notice of the default to Licensee and Licensor if same is based on the failure of Licensor to pay
Escrow Agent's annual fee, if any. Unless within seven (7) days thereafter Licensor files with the Escrow Agent its affidavit
executed by a responsible executive officer stating that no such default has occurred or that the default has been cured,
then the Escrow Agent shall upon the eighth (8th) day deliver to Licensee in accordance with Licensee's instructions the
entire Source Code and Commentary with respect to the Software then being held by Escrow Agent.
5. Compensation
As compensation for the services to be performed by Escrow Agent hereunder, Licensor shall pay to Escrow Agent an
initial fee of $ 0 , payable at the time of execution of this Agreement, and an annual fee in the amount of $ 500 , to be
paid to Escrow Agent in advance on each anniversary date hereafter during the term of this Agreement.
6. Liability
Escrow Agent shall not, by reason of its execution of its Agreement, assume any responsibility or liability for any
transaction between Licensor and Licensee, other than the performance of its obligations, as Escrow Agent, with respect to
the Source Code and Commentary held by it in accordance with this Agreement.
7. Confidentiality
Except as provided in this Agreement, Escrow Agent agrees that it shall not divulge or disclose or otherwise make available
to any third person whatsoever, or make any use whatsoever, of the Source Code or Commentary, without the express
prior written consent of Licensor.
8. Address
All notices or other communications required or contemplated herein shall be in writing, sent by certified mail, return
receipt requested, addressed to another party at the address indicated below or as same may be changed from time to
time by notice similarly given:
If to Licensor: BS&A Software. 14965 Abbey Lane. Bath MI 48808
Attention: Dan J. Burns, CPA, Account Executive
If to Licensee: City of Prior Lake. Scott Countv MN
Attention: Jerilyn Erickson. Finance Director
If to Escrow Agent: IT Right, 13937 Webster Rd. Bath MI 48808
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P d g e � 28
Attention: Dan Eggleston, President
9. Assignment
Neither this Escrow Agreement, nor any rights, liabilities nor obligations hereunder may be assigned by Escrow Agent
without the prior written consent of Licensee and Licensor.
Refer to Master Agreement for signature acceptance.
prior lake mn - exhibit a- statement of work 11 22 13.CIOCX P a g e � 29
Exhibit 6
Licensing Agreement
for BS�tA Software .NET Program(s)
GL/BUDGETING
ACCOUNTS PAYABLE
CASH RECEIPTING
PAYROLL
MISCELLANEOUS RECEIVABLES
PURCHASE ORDER
FIXED ASSETS
HUMAN RESOURCES
TIMESHEETS
SPECIAL ASSESSMENT
A PRODUCT OF BELLEFEUIL, SZUR, HC ASSOCIATES, INC.
This agreement (the "Licensing Agreement") is made and entered into between Bellefeuil, Szur, & Associates, Inc.,
hereinafter referred to as the "Licensor" and City of Prior Lake, Scott County, State of Minnesota, hereinafter
referred to as the "Licensee".
The "Effective Date" of this Licensing Agreement shall be the same date as the effective date of the Master Agreement
Agreement.
WITNESSETH:
WHEREAS the Licensor is the owner of the copyrighted Software Program(s), as defined above;
WHEREAS the Licensee desires to obtain a license from the Licensor for use of the Program(s) (also sometimes
referred to as the "Software") and agrees to operate the Program(s) pursuant to the guidelines, terms and conditions
set forth herein and in the accompanying User's Manual(s); and
WHEREAS the Licensor desires to license the Program(s) pursuant to the guidelines, terms, and conditions as set forth
herein.
NOW, THEREFORE, in consideration of the covenants contained herein, the parties hereto agree as follows:
l. Upon the payment of the License Fees (listed below) by the Licensee in accordance with the payment terms as
defined in Master Agreement:
GUBudgeting $12,495
Accounts' Payable $10,645
` Cash Receipting $10,645
Payrol I $13,745
Miscellaneous Receivables $10,645
Purchase Order $10,645
Page�1
Fixed Assets $10,645
Human Resources $12,495
Timesheets $0
Special Assessment $6,995
...for a total of $98,955 the Licensor grants perpetual, non-exclusive, non-transferrable license for the use of
the Program(s) to the Licensee, subject to Licensee's compliance with the terms set forth in this License
Agreement. The Licensee is entitled to one copy of the Program(s).
2. The Licensee may make copies and install the Program(s) on as many computers of the Licensee as the Licensee
wishes, provided the Program(s) is only used within the Licensee's organization to assist with the needs of the
Licensee and otherwise in accordance with this License Agreement.
3. Neither the Program(s) (or any portion thereofl nor this License Agreement is transferable or assignable by the
Licensee without prior written consent of the Licensor. The Licensee will not sublicense, modify, adapt,
translate, or otherwise transfer, reverse compile, disassemble or otherwise reverse engineer the Program(s) or
any portion thereof without prior written consent of the Licensor.
4. Neither party shall have authority to vary, alter, amend, or change the terms of this License Agreement
without the written consent of both parties.
5. The terms contained herein and within the Master Agreement represent the entirety of this License
Agreement.
6. It is understood and agreed that if the Licensee defaults in the performance of any of the terms and fails to
correct such default within 30 days after receipt of written notice from the Licensor, the Licensor shall have the
right to terminate this License Agreement and demand return of the Program(s) and all copies thereof. Upon
such demand, the Licensee shall immediately stop using the Program(s) and return it to the Licensor together
with all copies thereof and all other materials provided to the Licensee by the Licensor. The City will still have
access to their data in the event of a default.
7. It is understood and agreed by both parties that the Program(s) is the property of the Licensor and the Licensor
retains all rights therein.
8. This License is issued exclusively to City of Prior Lake, Scott County to be used only by the Licensee in
support of the needs of City of Prior Lake, Scott County of the State of Minnesota for which the Program(s)
encompassed by this agreement have been licensed. For avoidance of doubt, any expanded use of the
Program(s), for example, in the event of annexation or desired shared services with other Municipalities, shall
require consent of Licensor and an amended agreement with additional licensing fees.
9. This L i c e n s e Agreement shall be binding upon the successors, permitted assigns, representatives, and
heirs of the parties hereto.
l0. The Licensor warrants and represents the following:
a.) The Program(s) at delivery is substantially the same as and performs substantially in the same manner as
demonstration versions, manuals, the BS&A proposal, and Licensor's authorized online tutorials and videos that
may have been made available as part of the sales and negotiation process leading up to this License
Agreement. Any claim under this warranty must be made within one year from the Go-Live and City Acceptance
as defined in`#he Master Agreement. LICENSEE'S EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THIS
WARRANTY SHALL BE TO HAVE LICENSOR USE REASONABLE EFFORTS TO REPAIR OR REPLACE THE NON-
CONFORMING PROGRAM(S) SO AS TO RENDER IT CONFORMING TO THE WARRANTY OR, IN THE EVENT THAT
IS NOT POSSIBLE TO RENDER IT CONFORMING WITH REASONABLE EFFORTS, AT LICENSEE'S OPTION TO
RECENE A REFUND OF THE AMOUNT PAID FOR THE PROGRAM(S) AND RELATED IMPLEMENTATION SERVICES
Page�2
b.) The Program(s) shall be free of material defects in workmanship and materials. Any significant modifications
to the program(s) will be accompanied by corresponding changes to the program documentation, manuals and
tutorials. This warranty remains in effect for the term of the License Agreement. LICENSEE'S EXCLUSIVE
REMEDY IN THE EVENT OF A BREACH OF THIS WARRANTY SHALL BE TO HAVE LICENSOR USE REASONABLE
EFFORTS TO REPAIR OR REPLACE THE NON-CONFORMING PROGRAM(S) SO AS TO RENDER IT CONFORMING
TO THE WARRANTY OR, IN THE EVENT THAT IS NOT POSSIBLE TO RENDER IT CONFORMING WITH
REASONABLE EFFORTS, AT LICENSEE'S OPTION TO RECENE A REFUND OF THE AMOUNT PAID FOR THE
PROGRAM(S).
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR
OTHERWISE IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE. THE LICENSOR DOES NOT
REPRESENT OR WARRANT THAT THE PROGRAM(S) WILL MEET ALL OF THE LICENSEE'S PARTICULAR
REQUIREMENTS, THAT THE OPERATION OF THE PROGRAM(S) WILL OPERATE ERROR-FREE OR
UNINTERRUPTED AND THAT ALL PROGRAMMING ERRORS IN THE PROGRAM(S) CAN BE FOUND IN ORDER TO
BE CORRECTED.
THE LICENSOR'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES OR LOSSES
ARISING FROM USE OF THE PROGRAM(S) BY THE LICENSEE, ANY THIRD PARTY PERFORMANCE OR LACK
THEREOF, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE ABSOLUTELY
LIMITED TO THE PURCHASE PRICE FOR THE PROGRAM(S) and related implementation services.
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, THE LICENSOR SHALL NOT BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OR EXPENSES, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS
AGREEMENT, THE PROGRAM(S), ANY THIRD PARTY PERFORMANCE OR LACK THEREOF OR LICENSOR'S
PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, LOSS OF REVENUE, PROFIT OR USE.
11. The Licensee acknowledges that the Program(s) and other information relating thereto (including all
customizations and modifications developed for the Licensee) disclosed to the Licensee pursuant to this
License Agreement (the "Proprietary Information") are owned by the Licensor and include trade secrets and
other confidential and proprietary information of the Licensor, and the Licensee shall maintain in confidence
and not disclose the same, directly or indirectly, to any third party without the Licensor's prior written consent.
Licensee shall safeguard the Proprietary Information to the same extent that it safeguards its own confidential
materials or data, but in no event shall the standard implemented be less than industry standard Proprietary
Information shall be used by Licensee solely as necessary in connection with the License and otherwise
to fulfill its obligations under this License Agreement. Licensee shall limit its dissemination of such Proprietary
Information to persons within the Licensee's business organization who are directly involved with the
performance of this License Agreement and have a need to use such Proprietary Information The obligation
with regard to confidentiality hereunder shall not extend to any Proprietary Information which: (i) at the time
of disclosure is in the public domain by publication or otherwise, through no fault of the Licensee; (ii) the
Licensee can conclusively establish was properly in its possession prior to the time of disclosure to it; or (iii) is
independently made available to the Licensee by a third party who has not violated a confidential
relationship with the Licensor. Licensee may disclose Proprietary information to the extent it is required to be
disclosed by legal process or under applicable law; provided that the Licensee uses reasonable efforts to timely
inform the Licensor and permit the Licensor to attempt by appropriate legal means to limit such disclosure.
The obligations set forth in this paragraph shall survive termination of the license granted herein.
12. This License Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota, without`"iregard to its choice of law rules. The Licensor and the Licensee agree that the exclusive
venue for any legal or equitable action shall be the Courts of the County of Scott, State of Minnesota, or in any
Court of the United States of America sitting in Minnesota.
13. U.S. Regulation and Government Rights.
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a. The Program(s) is subject to export control laws applicable to Licensor's or Licensee's respective
jurisdictions, including without limitation, the United States. Licensee acknowledges that the Program(s)
is subject to all United States laws and regulations as shall from time to time govern the license and
delivery of technology and products abroad by persons subject to the jurisdiction of the United States
and which prohibit export or diversion of certain products and technology to certain countries or
individuals, including the Export Administration Act of 1979, as amended and/or any successor
legislation, and the Export Administration Regulations ("EAR") issued by the Department of Commerce,
Bureau of Industry and Security. Licensee further acknowledges that the release of the Software to
foreign nationals in the United States is a"deemed export" as that term is defined in the EAR and that
such release may be a violation of the EAR. Licensee represents and warrants that Licensee will comply
in all respects with the export and re-export restrictions applicable to the Software and will otherwise
comply with the EAR or other United States laws and regulations in effect from time to time.
Furthermore, Licensee represents and warrants that Licensee will not export (directly or indirectly), re-
export, divert or transfer any software, or documentation, materials, items, technology, or technical data
related to the Program(s) to any destination, company, or person restricted or prohibited by foregoing
export laws and regulations. Licensee undertakes, among other obligations, to determine any export
licensing requirements, to obtain any export license or other official authorization, and to carry out any
Customs or other governmental formalities for the export of the Software.
b. The Program(s) is deemed to be commercial computer software as defined in FAR 12.212 and subject to
restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Software-Restricted Rights"
and DFARS 227.7202, "Rights in Commercial Computer Software or Commercial Computer Software
Documentation", as applicable, and any successor regulations. Any use, modification, reproduction
release, performance, display or disclosure of the Program(s) by the U.S. Government shall be solely in
accordance with the terms of this Agreement.
Refer to Master Agreement for signature acceptance.
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Support Agreement
for BS�tA Software . N ET Programs
GL/BUDGETING
ACCOUNTS PAYABLE
CASH RECEIPTING
PAYROLL
MISCELLANEOUS RECEIVABLES
PURCHASE ORDER
FIXED ASSETS
HUMAN RESOURCES
TIMESH EETS
SPECIAL ASSESSMENT
A PRODUCT OF BELLEFEUIL, SZUR, SL ASSOCIATES, INC.
This agreement (the "AgreemenY') is made and entered into between Bellefeuil, Szur, & Associates, Inc., hereinafter
referred to as the "Corporation" and City of Prior Lake, Scott County, State of Minnesota, hereinafter referred to as
the "City".
WITNESSETH:
WHEREAS the Licensor is the owner of the copyrighted Software Program(s) as defined below, which have been
licensed to the City under a Licensing Agreement; and
WHEREAS the City and the Corporation desire to enter into this support agreement in connection with the Programs
on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants contained herein, the parties hereto agree as follows:
l. For a one year period, following go-live/acceptance as specified in the Master Agreement, the Corporation
will provide at no charge to the City unlimited Program updates and technical support during the Corporation's
normal business hours.
2. Commencing one year from go-live/acceptance as defined in the Master Agreement, Program updates and
technical support during the Corporation's normal business hours shall be available to the City for a total fee of
$21,830, comprised of the following programs and related fees
GL/Budgeting $2,500
Accounts Payable $2,130
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Cash Receipting $2,130
Payrol I $2,750
Miscellaneous Receivables $2,130
Purchase Order $2,130
Fixed Assets $2,130
Human Resources $2,500
Timesheets $1,530
Special Assessments $1,400
Source Code Escrow $500
Quarterly billing for BS&A Support:
• lst Quarter "Effective Date" (Jan / Feb / March) — Feb.lst, BS&A Support billing
• 2"d Quarter "Effective Date" (April / May / June) — May lst , BS&A Support Billing
• 3�d Quarter "Effective Date" (July / Aug / Sep) — August lst , BS&A Support Billing
• 4th Quarter "Effective Date" (Oct / Nov / Dec) — Nov. lst, BS&A Support Billing
The Corporation guarantees that the annual fee will not change for 2 years from the date of this agreement. After
that date, the Corporation reserves the right to increase the fee by no more than the cumulative yearly CPI.
BS&A uses an annual CPI as published by the Michigan State Tax Commission. The calculations are based on
specific numbers from the US Department of Labor, Bureau of Labor Statistics. This agreement shall
automatically renew for additional one year terms unless either party provides the other with thirty days prior
written notice of termination. The City agrees that it is not entitled to any refund of fees paid under this
agreement upon termination.
3. This Agreement is not transferable or assignable by the City without prior written consent of the Corporation.
4. Neither party shall have authority to vary, alter, amend, or change the terms of this Agreement without the
written consent of both parties.
5. The terms contained herein represent the entirety of this Agreement. No other agreement shall be binding
unless in writing and signed by the parties hereto, and no other agreements or understandings implied or
otherwise have been made other than those contained herein.
6. This Agreement shall be binding upon the successors, permitted assigns, representatives, and heirs of the parties
hereto.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota, without regard to its choice of law rules. The Corporation and the City agree that the exclusive
venue for any legal or equitable action shall be the Courts of the County of Scott, State of Minnesota, or in any
Court of the United States of America sitting in Minnesota.
8. The terms and conditions in the Licensing Agreement are incorporated into this Agreement by reference.
9. The terms and conditions in the Service Level Agreement (SLA) are incorporated into this Agreement by reference.
10. The Corporation will not be responsible for, and its performance under this Agreement will be automatically
postponetl as a result of, delays beyond the control of the Corporation.
Refer to Master Agreement for signature acceptance.
Page � 6
Service Agreement
for BS�tA Web Portal Applications
EMPLOYEE WEB PORTAL
PURCHASING WEB PORTAL
A PRODUCT UF �ELLEFEUiL .�i.Z�1R � �ISSQ�FAI'ES �f��..
This agreement is made and entered into between Bellefeuil, Szur, & Associates, Inc., hereinafter referred to as the
"Corporation" and City of Prior Lake, Scott County, State of Minnesota, hereinafter referred to as the "Licensee".
WITNESSETH:
Whereas the Corporation is the owner of the copyrighted internet application entitled BS&A Web Portal
Applications (the "Applications"); and
Whereas the Licensee, and the Corporation desire to enter into this service agreement in connection with the
Applications on the terms and conditions set forth herein.
Now, therefore, in consideration of the covenants contained herein, the parties hereto agree as follows:
1. For a one year period, following go-live/acceptance as specified in the Master Agreement, the
Corporation will install the Applications real time service on your network. The service shall provide your
Employees access to their BS&A Payroll program and access to the BS&A Purchase Order program data over the
internet, together with support during the Corporation's normal business hours at no charge.
2. After the first year of service, BS&A Software will continue the service, for a combined annual fee of
$4,880. The Corporation reserves the right to increase the annual fee by no more than the yearly CPI. BS&A
uses an annual CPI as published by the Michigan State Tax Commission. The calculations are based on specific
numbers from the US Department of Labor, Bureau of Labor Statistics. This agreement shall automatically renew
for additional one year terms unless either party provides the other with thirty days prior written notice of
termination. The Licensee agrees that it is not entitled to any refund of fees paid under this agreement upon
termination.
3. This Agreement is not transferable or assignable by the City without prior written consent of the Corporation.
4. Neither party shall have authority to vary, alter, amend, or change the terms of this Agreement without the
written consent of both parties.
Page�7
5. The terms contained herein represent the entirety of this Agreement. No other agreement shall be binding
unless in writing and signed by the parties hereto, and no other agreements or understandings implied or
otherwise have been made other than those contained herein.
6. It is agreed and understood that if the Licensee defaults in the perFormance of any of the terms of this agreement
and fai�s to correct such default within 30 days after receipt of written notice from the Corporation, the
Corporation shall have the right to terminate this Agreement.
7. Limitations
a. Corporation will not be liable for any damages the Licensee or its users or customers may suffer arising out
of acts of God, use or inability to use Corporation's Program or failure to provide the Services. In no event
shall Corporation be liable for unauthorized access to the Licensee's transmission facilities or equipment or
for unauthorized access to or alteration, theft or destruction of the Licensee's or its users' data files,
programs, procedures or information through accident, fraudulent means or devices, or any other method.
Corporation will not be liable for indirect, incidental, special or consequential damages for any lost property
or data of the Licensee or its users or customers. Corporation's liability for damages to the Licensee or any
user or customer for any cause whatsoever, regardless of form of action, including negligence, shall not
exceed an amount equal to the fee of the Services paid for by the Licensee for the twelve month period
preceding the event which caused the damages or injury.
b. The Licensee and its users and customers are solely responsible for the content of the data hosted on the
Program and any transmissions of any Licensee and any third party utilizing such Licensee's facilities or
Corporation's facilities. Use of other organizations' network or computing resources are subject to their
respective permission and usage policies. The Licensee, for itself and its users and customers, agrees to
comply with all applicable laws with regard to the transmission and use of information and content, the
privacy and confidentiality of all information and content, and solicitation of any activity that is prohibited by
applicable law over the Internet. The Licensee, for itself and its users and customers, further agrees not to
use the Internet service for illegal purposes, or to interfere with or disrupt other network users, network
services or network equipment. The Licensee, for itself and its users and customers, shall be liable for and
shall indemnify and defend Corporation from and against any claims in any way arising from or related to
customer use or inclusion of any information, photographs, art work or other content (including without
limitation claims based on invasion of privacy, right of publicity, the Communications Decency Act of 1996,
obscenity or pornography, and the violation of any states or ordinances or other laws).
c. The Licensee, for itself and its users and customers, understands that Internet use, and related products and
Programs provided under this Agreement, may require registration and related administrative reports which
are public in nature.
d. Failure by the Licensee, and, with respect to any user or customer, such user or customer, to comply with the
terms of this Agreement will result in immediate termination of this Agreement, and the Licensee shall not
be entitled to the return of any fees paid herewith.
e. The Licensee, for itself and its users and customers, agrees not to export or re-export (including by way of
electronic transmission), directly or indirectly, any software or technical data through the Internet without
first obtaining any required export license or governmental approval.
Page � 8
8. This Agreement shall be binding upon the successors, permitted assigns, representatives, and heirs of the parties
hereto.
9. This Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota, without regard to its choice of law rules. The Corporation and the Licensee agree that the
exclusive venue for any legal or equitable action shall be the Courts of the County of Scott, State of Minnesota,
or in any Court of the United States of America sitting in Minnesota.
10. The terms and conditions in the Licensing Agreement are incorporated into this Agreement by reference.
11. The Corporation will not be responsible for, and its performance under this Agreement will be automatically
postponed as a result of, delays beyond the control of the Corporation.
THE CORPORATION MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY
AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR
FROM THE COURSE OF DEALING OR USAGE OF TRADE. THE CORPORATION DOES NOT REPRESENT OR
WARRANT THAT THE PROGRAM OR THE SERVICES WILL MEET ANY OR ALL OF THE LICENSEE'S PARTICULAR
REQUIREMENTS, THAT THE OPERATION OF THE PROGRAM WILL OPERATE ERROR-FREE OR UNINTERRUPTED
AND THAT ALL PROGRAM ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED
THE CORPORATION SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES OR
LOSSES ARISING FROM USE OF THE PROGRAM BY THE LICENSEE, USE OF THE PROGRAM BY ANY THIRD PARTY,
OR ANY THIRD PARTY PERFORMANCE OR LACK THEREOF. FURTHERMORE THE CORPORATION HAS NO
LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR LACK THEREOF OF THE HOSTED AND DISPLAYED DATA
PROVIDED BY THE LICENSEE. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, THE CORPORATION
SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES
OR EXPENSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING IN ANY
WAY OUT OF THIS AGREEMENT, THE SERVICES, THE PROGRAM, ANY THIRD PARTY PERFORMANCE OR LACK
THEREOF OR CORPORATION' S PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT, INCLUDING
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF REVENUE, PROFIT OR USE
Refer to Master Agreement for signature acceptance
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