EXHIBIT 10.4
SOURCE CODE LICENSE & MAINTENANCE SERVICES AGREEMENT
This Source Code License and Maintenance Services Agreement, effective
the 5th day of August 2003, ("Agreement") by and between Homestore, Inc., a
Delaware corporation, ("Homestore") and Cendant Corporation, a Delaware
corporation, ("Cendant").
WHEREAS, Homestore, Cendant, and various other parties executed an
Agreement and Plan of Reorganization, dated October 26, 2000, ("APR");
WHEREAS, on October 26, 2000, the Real Estate Technology Trust, a trust
organized under the laws of New York, and a provider of technology to the
franchisees of Cendant's real estate brands, ("RETT"), NRT Incorporated ("NRT"),
and Homestore executed a Software License Agreement (the "SLA") whereby
Homestore (through its subsidiary, Top Producer) agreed to provide to RETT a
customized version of Homestore's Top Producer Online sales associate and broker
system for integration with RETT's then-current software architecture (such
customized and integrated version of Top Producer Online (as further defined
hereinafter) to be known as "Falcon" (as further defined hereinafter));
WHEREAS, by subsequent amendment, NRT was eliminated as a party to the
SLA;
WHEREAS, certain disputes and differences have arisen between Cendant
and Homestore with respect to the APR (the "Dispute");
WHEREAS, in partial settlement of the Dispute, Homestore desires to
license to Cendant, and Cendant desires to license from Homestore, the Source
Code (as hereinafter defined) to the Top Producer Online and Falcon software
products, in accordance with the terms of this Agreement;
WHEREAS, in addition to the aforementioned Source Code license,
Homestore desires to provide to Cendant, and Cendant desires to receive from
Homestore, certain maintenance and support services (as hereinafter described)
with respect to the Top Producer Online and Falcon software products, in
accordance with the terms of this Agreement; and
NOW THEREFORE, for and in consideration of the mutual covenants and
promises hereinafter set forth, the Parties agree as follows:
SECTION 1. CENDANT & CENDANT'S AFFILIATES
For the purposes of this Agreement, the term "Cendant" shall
mean Cendant Corporation. For the purposes of this Agreement, the term
"Affiliates" shall mean any and all subsidiaries, affiliates, corporations,
limited liability companies, partnerships, joint
ventures, firms, associations, businesses, organizations, and/or other entities
that directly or indirectly (either presently or in the future and/or through
one or more intermediaries) control, are controlled by, or are under common
control with, Cendant Corporation (collectively, "Affiliates"). The term
"Affiliates" shall also include any unconsolidated special-purpose entities
created by Cendant, and/or independent persons or entities, in which Cendant
owns or would own more than twenty-five percent (25%) of the outstanding common
stock (or equivalent) if Cendant were to convert any convertible securities that
Cendant owns.
SECTION 2. SOURCE CODE; LICENSE GRANT
A. (i) "Source Code" shall mean the human readable embodiment of
the underlying computer programming code for the Top Producer Online and Falcon
software products (including all modules contained therein, data files and
structures, header and include files, macros, object libraries, and programming
tools not commercially available, such as Homestore-created utilities and
compilers, plus any associated interface definition files, scripts used to
control compilation and installation of an executable file, and/or source code
differential comparisons against any aspect of the Top Producer Online and
Falcon software products). Notwithstanding the foregoing, the Source Code shall
not include any third party computer programs that are embedded in the Top
Producer Online and/or Falcon software products, provided, however that, prior
to the effective date of this Agreement, Homestore shall identify to Cendant in
writing any third party programs that are included in (and licensed by Homestore
to Cendant as part of) Top Producer Online and/or Falcon software products but
are excluded from the Source Code.
(ii) For purposes of this Agreement, the terms "Top Producer
Online," "Top Producer Online software products," "Falcon," and "Falcon software
products" shall have the meanings ascribed to them in Exhibit B "Top Producer
Online and Falcon Software Products" attached hereto (including any additional
functionality to which the parties may agree in writing).
B. License Grant. Homestore hereby grants to Cendant a
nonexclusive, perpetual, irrevocable (except as otherwise set forth
hereinafter), worldwide, enterprise-wide, royalty-free, fully paid-up license to
use, access, reproduce, copy, alter, adapt, modify, maintain (including, but not
limited to, the correction of any defects), support, enhance, improve, update,
display, perform, manufacture, compile (in its original form or as modified by
Cendant) into executable code, and/or create software programs and/or derivative
works based upon, the Source Code (including any and all Source Code
Modifications, as hereinafter defined) to enable Cendant to use the Top Producer
Online and Falcon software products in accordance with the applicable
specifications and only as set forth in the SLA (including any amendments
thereto). The aforementioned license rights shall be limited to Cendant's
business and franchise operations associated with its real estate brands.
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Subject to the usage rights and restrictions set forth above in this
section 2B, Cendant shall be permitted to make, use, and/or access an unlimited
number of copies of the Source Code (including, but not limited to, any software
programs and/or derivative works based on the Source Code) on an unlimited
number of computers (owned, leased, and/or operated by Cendant and/or its
Affiliates) at any of Cendant's and/or its Affiliates' sites or locations
worldwide. With respect to any work and/or data that Cendant is required to
process for or on behalf of its former Affiliates, Cendant also may, at no
additional charge, use the Source Code for or on behalf of such former
Affiliates for a period not to exceed two (2) years after such entity is no
longer an Affiliate of Cendant. Cendant acknowledges that (except as otherwise
provided herein) this Agreement grants it no title or rights of ownership in the
Source Code, and that Homestore shall retain any and all ownership right, title,
and interest in and to the Source Code.
In addition to the foregoing, Cendant may use its Affiliates and/or
third party contractors or outsourcers in order to copy, alter, adapt, modify,
maintain, support, enhance, improve, update (subject to the restrictions set
forth above in this section 2B), sublicense, compile, and/or create software
programs and/or derivative works based upon, the Source Code for the purposes of
allowing Cendant to maintain, enhance and modify the Source Code in accordance
with Cendant's rights hereunder and/or to perform work for or on behalf of
Cendant with respect to the Source Code and/or the Top Producer Online or Falcon
software products. Cendant shall require any such third party contractors or
outsourcers to sign non-disclosure agreements designed to protect the
confidentiality of the Source Code and/or such software products, and (to the
extent that this Agreement does not grant to Cendant ownership rights in and/or
to any such software programs or derivative works) to assign ownership of any
such software products and derivative works to Homestore.
For the avoidance of doubt, Cendant acknowledges and agrees that
nothing in this Agreement permits the distribution or licensing by Cendant of
Top Producer Online or Falcon software products to any third party brokers or
agents, including, without limitation, those third party brokers and agents that
participate in the Cendant Mobility Broker Network.
C. Source Code Modifications. "Source Code Modifications" shall
mean any updates, enhancements, upgrades, versions, releases, modifications,
extensions, alterations, improvements, error corrections, bug fixes, patches,
and/or other changes to the Source Code made by or on behalf of Homestore during
the Maintenance Period (as defined in Section 3D hereof), which Homestore has
incorporated into (i) general releases of the Top Producer Online and/or Falcon
software products to its other customers, and/or (ii) other non-general releases
made pursuant to the SLA and/or as part of the Services (as hereinafter defined)
performed hereunder by Homestore. In addition, the parties may enter into a
separate written agreement(s) pursuant to which (a) Homestore would provide to
Cendant such other non-general releases requested by Cendant, and (b) the
parties could agree that such non-general releases would be subject to the terms
and conditions set forth in this Agreement with respect to Source Code
Modifications. All Source Code Modifications shall be deemed to be within the
definition of the term
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"Source Code," and shall become part of the Source Code licensed by Homestore to
Cendant hereunder. Unless otherwise agreed to in writing between the parties,
all right, title and interest in and to any Source Code Modifications, and all
other derivative works based on the Source Code and created by Homestore, shall
vest with and belong exclusively to Homestore. Notwithstanding the foregoing,
Cendant shall retain any and all right, title, and interest in and to (and there
shall be no restriction on Cendant's right to use any of) Cendant's ideas,
concepts, techniques, know-how, technology, discoveries, forms, menus,
structures, sequences, screens, formulas, designs (collectively, the "Cendant
Ideas"), and/or other Cendant Confidential Information (as hereinafter defined)
which Cendant may provide to Homestore and authorize Homestore to incorporate
(and which Homestore incorporates) into such Source Code Modifications. Cendant
hereby grants to Homestore a nonexclusive, royalty-free, fully paid-up license
and right to use such Cendant Ideas and Cendant Confidential Information during
the Maintenance Period (as hereinafter define) and (unless otherwise agreed to
in writing) solely for the purpose of providing the Source Code Modifications
hereunder. In addition (and unless otherwise specified in writing by Cendant),
Cendant hereby grants to Homestore a nonexclusive, royalty-free, fully paid-up
license and right to incorporate such Cendant Ideas and Cendant Confidential
Information into general public releases of Top Producer Online and Falcon
software products unless otherwise specified in writing by Cendant.
D. Delivery & Support. Homestore shall deliver to Cendant, by no
later than August 15, 2003, a copy of the Source Code for the then-current
version of the Top Producer Online and Falcon software products, which Source
Code shall be delivered to Cendant's facility located at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇, and shall be in a format and on a media that is reasonably
acceptable to Cendant. In addition, during the Maintenance Period, Homestore's
Falcon Software Support Staff (as defined in Section 3A hereof) shall provide to
Cendant, as part of the Services (as defined in Section 3A hereof) and at no
additional cost, reasonable assistance (including, but not limited to, telephone
access to a technical support staff) to identify problems and/or answer
questions relating to the use and operation of the Source Code.
E. Updated Code. During the Maintenance Period, Homestore shall
provide to Cendant copies of the Source Code Modifications to the Top Producer
Online and Falcon software products ("Updated Code"), which Updated Code shall
be delivered to Cendant either within thirty (30) days after completion of the
Updated Code, or immediately upon Homestore's general release to its other
customers of the revised software products containing the Updated Code,
whichever is earlier. Any and all Updated Code shall become part of the Source
Code licensed by Homestore to Cendant hereunder, and shall be subject to the
license grants described herein.
F. Independently Developed Works. Homestore acknowledges and
agrees that, in addition to the license grants described herein (and
notwithstanding anything to the contrary set forth in this Agreement), Cendant
has the unrestricted right independently to create, develop and commercially
exploit (without any restrictions whatsoever) new or different computer programs
or software, the subject matter of which may be substantially similar to the
Source Code, provided that Cendant shall not
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incorporate into, nor use for the creation of, such programs or software any
portion(s) of Homestore's Source Code and/or Confidential Information (as
hereinafter defined). Notwithstanding the foregoing or anything in this
Agreement to the contrary, for a period of two (2) years after the date of this
Agreement, neither Cendant nor its Affiliates will develop or promote a product
that competes with the Falcon product in the real estate market or business, so
long as the Falcon product is fully functional in accordance with its
specifications and design.
G. Documentation. In addition to the Source Code, Homestore shall
provide to Cendant, at no additional cost, copies of any applicable
specifications, documentation, and other written materials related to the Source
Code (including, without limitation, any related technical specifications,
programmers' comments, flow charts and logic diagrams, schematics, annotations,
and/or similar documentation) in existence as of the effective date of this
Agreement or otherwise developed as part of the Source Code Modifications and/or
Services (collectively, "Documentation"). Homestore grants to Cendant permission
to use and make unlimited copies of all such Documentation. If Homestore
publishes any revised or additional Documentation for the Source Code, Homestore
shall (at no additional cost to Cendant) promptly deliver to Cendant copies of
such revised or additional Documentation.
H. Transition of Source Code Maintenance & Support to Homestore.
During the Maintenance Period (and for any longer period as may be agreed upon
in writing between the parties), Cendant may (at its sole option and upon
written notice to Homestore) elect to have Homestore undertake responsibility
for the maintenance and support of the Source Code (including, but not limited
to, the provision of any and all Source Code Modifications), as well as for any
and all customization and other information technology services associated
therewith, as reasonably required and requested from time to time by Cendant.
Such maintenance and support shall be unrelated to, and separate and independent
from, the maintenance and support services described in Section 3 hereof.
Homestore shall, upon receipt of the aforementioned notice from Cendant (and
upon the parties' negotiation of mutually acceptable terms and conditions and
pricing), provide to Cendant all assistance and cooperation reasonably required
by Cendant in order to transfer and transition, in a prompt and smooth manner,
to Homestore responsibility for the provision of such maintenance, support, and
related services, with the objective of allowing Cendant's business operations
with respect to such Source Code (and the associated Top Producer Online and
Falcon software products) to continue without degradation or any material
interruption.
SECTION 3. MAINTENANCE AND SUPPORT SERVICES
A. During the Maintenance Period, Homestore shall (1) provide to
Cendant any and all enhancements, updates (i.e., releases or versions of the
software that contain error corrections and bug fixes), upgrades (i.e., releases
or versions of the software that contain functional enhancements or extensions),
and/or modifications to the Top Producer Online and Falcon software products
that are generally made available to Homestore's customers, which enhancements,
updates, upgrades, and modifications shall be delivered to Cendant either within
thirty (30) days after completion thereof, or
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immediately upon Homestore's general release thereof to its other customers,
whichever is earlier, and (2) make available to Cendant (subject to the
provisions set forth in Section 3F hereof) the equivalent of five (5) full-time
employees (collectively, the "Falcon Software Support Staff") who shall be
responsible for providing to Cendant the maintenance and support services
described in this Agreement (including, without limitation, in Exhibit A
attached hereto). The efforts described above in Sections 3A(1) and 3A(2) shall
be known collectively as, the "Services". During the Maintenance Period
specified in Section 3D hereof (and so long as Cendant remains current on the
applicable maintenance and support fees described in Section 3E hereof), Falcon
Software Support Staff shall, as part of the Services, use commercially
reasonable efforts to: (i) provide Cendant with such assistance as reasonably
necessary to cause the software products to perform in accordance with the
applicable specifications, documentation, user manuals, SLA requirements, the
service levels set forth in Exhibit A attached hereto, and any other Cendant
requirements set forth in this Agreement; (ii) maintain such software products
in operable condition to Cendant's reasonable satisfaction; (iii) promptly
correct, revise, or replace any nonconforming software products; and (iv) be
responsive to Cendant's maintenance and support needs and requirements. In
addition, Homestore shall provide Cendant with toll-free telephone access to the
Falcon Software Support Staff to assist in identifying problems or answering
questions regarding use and operation of the software products, and for
notifying the Falcon Software Support Staff of the need for maintenance or
support, which telephone support shall be available during the days and hours
set forth in Exhibit A attached hereto. If, at any time during the Maintenance
Period Cendant requires out-of-scope Services and/or additional maintenance and
support staffing, Homestore agrees to expand the Falcon Software Support Staff
to satisfy Cendant's requirements, which expansion shall be done pursuant to a
written amendment to this Agreement and at an additional maintenance and support
fee of $150,000.00 per year per additional full-time equivalent staff resource.
B. In addition to the obligations set forth in Section 3A hereof,
the Falcon Software Support Staff shall use commercially reasonable efforts to
provide the Services in accordance with the service and severity levels
described in Exhibit A attached hereto
C. As part of the Services, the Falcon Software Support Staff
shall use commercially reasonable efforts to provide (i) maintenance integration
(in accordance with Cendant's reasonable requirements) between the Falcon Broker
and Falcon Agent products, and maintenance integration (in accordance with
Cendant's reasonable requirements) between Falcon and the following Top Producer
products as they exist on the effective date of this Agreement and/or otherwise
become available during the Maintenance Period:
- WiTP ( Wireless Internet Top Producer)
- iTPZ (Internet Top Presenter)
- RiTP (Remote Internet Top Producer)
- iHM (Internet Hot Marketer)
- Internet Top Connector - MLS download
- Sellphone or WAP Phone Capability.
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- Agent Leads Toolkit-
In addition to the foregoing, maintenance integration shall also
include (i) any and all products which Top Producer sells to its other customers
and which integrate with Top Producer's online broker and agents products, and
(ii) any and all accounting products which Top Producer currently integrates
(including, but not limited to, Quickbooks and Great Plains accounting
software).
D. The initial maintenance and support Services period shall
commence upon the effective date of this Agreement and continue for a period of
three (3) years, unless renewed or otherwise earlier terminated as hereinafter
described. Upon expiration of the initial maintenance and support Services
period, Cendant may, at its sole option, elect to renew maintenance and support
Services for an additional one (1)-year period (and/or longer periods as agreed
upon in writing between the parties). Any such renewal of maintenance and
support Services shall be pursuant to terms and conditions which are similar to
those contained in this Agreement, subject to mutually agreed upon maintenance
and support fees. Such renewal shall be made pursuant to a written agreement or
amendment signed by the parties' authorized representatives. The initial
maintenance and support period, plus any renewal maintenance and support periods
(if any), shall collectively be referred to as the "Maintenance Period". Upon
expiration or termination of the Maintenance Period, Homestore shall, upon
Cendant's request, provide to Cendant all assistance and cooperation reasonably
required by Cendant in order to transfer and transition, in a prompt and smooth
manner, responsibility for the provision of such maintenance and support
Services from Homestore to Cendant (or to Cendant's third party service
provider), with the objective of allowing such Services to continue without
degradation or any material interruption ("Transition Services"). Cendant shall
pay Homestore's then-current time and materials rates for any such Transition
Services, except that there shall be no charge for any Transition Services that
result from Cendant's termination of this Agreement for Homestore's material
breach pursuant to Section 6C hereof.
E. The maintenance and support Services fee for the initial three
(3)-year maintenance and support period described in Section 3D hereof shall be
$2,250,000.00 (two million two hundred fifty thousand dollars), which fee shall
be paid by Cendant in three (3) separate installments of $500,000.00,
$750,000.00, and $1,000,000.00. These installments shall be due and payable by
Cendant within thirty (30) days after Cendant's receipt of valid invoices from
Homestore, which invoices shall be submitted by Homestore as follows:
(i) $500,000.00 - upon execution of this Agreement by both
parties;
(ii) $750,000.00 - thirty (30) days prior to the expiration of the
first year of the initial 3-year maintenance and support
period; and
(iii) $1,000,000.00 - thirty (30) days prior to the expiration of
the second year of the initial 3-year maintenance and support
period.
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The maintenance and support fees for any renewal periods shall be in
accordance with the renewal provisions set forth in the applicable renewal
agreement or amendment described in Section 3D hereof. Notwithstanding the
foregoing (and unless otherwise agreed to in writing between the parties)
Homestore agrees that, upon any such renewal(s), it will not increase the
renewal maintenance and support fees more than five percent (5%) over and above
the maintenance and support fees paid by Cendant during the immediately
preceding maintenance and support period.
F. In providing the Services, Homestore shall be responsible for
the supervision and direction of its employees and any subcontractors. Homestore
shall inform Cendant of the name of the Homestore supervisor responsible for
supervising the Services. In the event that Cendant, in its sole and reasonable
judgment, determines that any individuals assigned by Homestore or its
subcontractors to perform the Services are unsatisfactory or unqualified to
perform such Services, Cendant shall so notify Homestore and such individuals
shall be removed forthwith and replaced by Homestore and/or its subcontractors
without any degradation in Services to Cendant.
G. Homestore shall not retain any subcontractor to assist it in
the performance of Services hereunder without the prior written consent of
Cendant. Any subcontractor retained by Homestore for such purposes shall be
given a copy of this Agreement prior to commencing work in connection with such
Services, and shall agree in writing to comply with the provisions of this
Agreement (including, but not limited to, the provisions regarding Confidential
Information). All subcontractors shall work under the control and direction of
Homestore, who shall be solely responsible for the work of and payment to any
subcontractor, as well as for any breaches of this Agreement by such
subcontractor. Cendant shall have no responsibility whatsoever with respect to
any payments to subcontractors, and Homestore shall indemnify, defend, and hold
harmless Cendant from and against any and all subcontractor claims or demands
relating to any such payments.
H. To the extent that Homestore performs any of the Services via
any electronic means (including, but not limited to, electronic mail, website,
and/or the Internet), and/or has access to Cendant's electronic mail, website,
computer systems or networks, and/or other Internet systems, Homestore shall
implement industry-standard security to protect Cendant's computer systems,
network devices and/or the data processed thereon against the risk of
penetration by, or exposure to, a third party via any system or feature utilized
by Homestore in performing such work and/or accessing such systems. In addition,
Homestore shall comply with Cendant's reasonable policies, standards,
procedures, and guidelines for privacy, information protection, and data and
systems security (which policies, standards, procedures, and guidelines have
been made available to Homestore prior to the effective date of this Agreement),
and with all applicable privacy laws and regulations.
I. Except as otherwise specified in Section 2C hereof, any and
all reports, computer programs, documentation, specifications, deliverables,
products, work product, software, source code, algorithms, routines, graphics,
files, software patches,
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enhancements, modifications, blueprints, diagrams, charts, functional
descriptions, photographs, surveys, or other materials, writings, or works of
authorship (and any drafts of the foregoing) created, developed, or prepared by
Homestore, its employees, or subcontractors in the course of performing the
Services under this Agreement (collectively, "Work Product") shall belong
exclusively to Homestore.
SECTION 4. REPRESENTATIONS & WARRANTIES
A. Homestore hereby represents and warrants to Cendant that:
(i) Homestore has all rights, approvals, and/or licenses necessary
to provide the Source Code to Cendant in accordance with the
terms of this Agreement;
(ii) The Source Code as delivered by Homestore shall be free and
clear of any and all encumbrances, liens, mortgages and duties
(collectively, "Liens"), and that Cendant's permitted use and
possession of the Source Code will not be interrupted or
otherwise disturbed by any entity asserting valid claims
related such Liens;
(iii) Any failure of the Source Code and Services to conform in all
material respects to the applicable Documentation and other
materials that define or describe the functionality of the
Source Code and Services shall be addressed as provided in
Sections 3A and 3B hereof, subject to any other rights and
remedies available to Cendant hereunder;
(iv) Neither the Source Code, nor any portion thereof, violate,
infringe upon, or misappropriate any (a) patent, or copyright
issued in the United States (and/or in any other country or
territory in which Homestore has granted Cendant a license to
use such Source Code), (b) trade secret based in the United
States (and/or in any other country or territory in which
Homestore has granted Cendant a license to use such Source
Code), (c) trade name, or (d) other intellectual property
rights of any third party (collectively, "Infringement");
(v) The Source Code, as delivered by Homestore, does not contain,
and Homestore shall not introduce into the Source Code (nor
into Cendant's computer systems, databases, or software in the
course of providing the Services), any viruses or any other
contaminants (including, but not limited to, codes, commands,
instructions, devices, techniques, bugs, web bugs, or design
flaws) that may be used to access, alter, delete, threaten,
infect, assault, vandalize, defraud, disrupt, damage, disable,
inhibit, or shut down the Source Code or Cendant's computer
systems, databases, software, or other Cendant information or
property, in a manner other than in accordance with the terms
of this Agreement, provided that this Section 4A(v) shall not
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apply to the unintentional transmission of such viruses or
other contaminants to Cendant's computer systems, databases,
or software via email;
(vi) Homestore possesses the requisite expertise, knowledge, and
skills necessary to perform the Services in accordance with
the terms and conditions of this Agreement; and
(vii) In recognition of the critical nature of these Services,
Homestore (and its subcontractors, if any) shall have and
maintain sufficient resources, facilities, capacity, and
manpower to ensure that the Services are provided in a
professional, timely, and workmanlike manner in accordance
with the terms of this Agreement.
B. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
HOMESTORE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
SOURCE CODE, SERVICES, OR THE ASSOCIATE SOFTWARE PRODUCTS PROVIDED HEREUNDER,
INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
SECTION 5. CONFIDENTIAL INFORMATION
A. Cendant (including its Affiliates) and Homestore may from time
to time disclose to each other (both orally and in writing), in connection with
the Source Code and/or Services provided hereunder, certain financial,
technical, legal, marketing, network, and/or other business information,
reports, records, or data (including, but not limited to, computer programs,
code, systems, applications, analyses, passwords, procedures, output,
information regarding software, sales data, vendor lists, customer lists, and
other customer-related information, business strategies, advertising and
promotional plans, creative concepts, specifications, designs, know-how that has
been documented in writing prior to the effective date of this Agreement and is
trade secret in nature, and/or other material) which the disclosing party deems,
and the receiving party should consider, proprietary and/or confidential (and of
independent economic value) to the disclosing party (collectively, "Confidential
Information"). Cendant's Confidential Information also shall include any
proprietary and/or confidential information related to Cendant's Affiliates,
employees, franchisees, sales representatives, brokers, and/or customers.
Homestore's Confidential Information also shall include the Source Code and the
Documentation.
B. The receiving party agrees to treat all Confidential
Information provided by the disclosing party pursuant to this Agreement as
proprietary and confidential to the disclosing party, and the receiving party
shall not (without the prior written consent of the disclosing party) disclose
or permit disclosure of such Confidential Information to any third party,
provided that the receiving party may disclose, on a need-to-know basis, such
Confidential Information to its third party subcontractors who have signed
non-disclosure agreements with the receiving party, and/or to its (and, in the
case of Cendant, to Cendant's Affiliates') current employees, officers, or
directors, or legal or financial representatives. The
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receiving party agrees to safeguard all Confidential Information of the
disclosing party with at least the same degree of care (which in no event shall
be less than reasonable care) as the receiving party uses to protect its own
Confidential Information. The receiving party shall use the disclosing party's
Confidential Information solely for the purpose of fulfilling its obligations
under this Agreement. The receiving party further agrees not to use or disclose
the disclosing party's Confidential Information for its own benefit or for the
benefit of others, except as otherwise authorized by this Agreement and/or the
disclosing party in writing.
C. In addition to the foregoing, in the event that Cendant's
Confidential Information contains (and/or to the extent that Homestore has
access to) any personally identifiable information (including, but not limited
to, names, phone numbers, addresses, credit card information, social security
numbers, and/or account or financial information) of Cendant's (and/or its
Affiliates') employees, customers, sales associates, brokers, or franchisees,
Homestore acknowledges that such information is highly confidential and private
in nature, and agrees to hold such information in the strictest of confidence,
and to maintain and safeguard such information, in accordance with (i) the
confidentiality obligations set forth in this Section 5, (ii) Cendant's
then-current privacy policies and procedures, which policies and procedures have
been made available to Homestore, and (iii) any and all applicable privacy laws,
regulations, statutes, and guidelines.
D. Notwithstanding the foregoing, the parties agree that the
following information shall not be deemed Confidential Information, and the
receiving party shall have no obligation with respect to any such information:
(i) Information which is independently developed by the receiving
party without any breach of this Agreement by the receiving
party, and which can be shown by documentary evidence;
(ii) Information which is or becomes in the public domain by no
fault or wrongful act of the receiving party;
(iii) Information which is known by the receiving party prior to
disclosure by the disclosing party;
(iv) Information which is disclosed to the receiving party by third
party who was not under a similar restriction or obligation of
confidentiality to the disclosing party, and without breach of
this Agreement;
(v) Information which is approved for release by written
authorization of the disclosing party and/or the third party
owner of the disclosed information; or
(vi) Information which is disclosed pursuant to the lawful
requirement or order of a court or governmental agency,
provided that, upon the receiving party's receipt of a request
for such a disclosure, the receiving party gives
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prompt notice thereof to the disclosing party (unless such
notice is not possible under the circumstances) so that the
disclosing party may have the opportunity to intervene and
contest such disclosure and/or seek a protective order or
other appropriate remedy.
E. All Confidential Information transmitted or disclosed
hereunder will be and remain the property of the disclosing party, and the
receiving party shall (at the disclosing party's election) promptly destroy or
return to the disclosing party any and all copies thereof upon termination or
expiration of this Agreement or upon the written request of the disclosing
party. Upon the request of the disclosing party, any such destruction shall be
certified in writing by the receiving party.
F. Nothing in this Agreement shall be construed to limit or
prohibit the receiving party from independently creating or developing (or
having created or developed for it), or from acquiring from third parties, any
information, products, concepts, systems, or techniques that are similar to or
compete with the information products, concepts, systems, or techniques
contemplated by or embodied in the disclosing party's Confidential Information,
provided that (in connection with such creation, development, or acquisition)
the receiving party does not violate any of its obligations under this
Agreement. Notwithstanding the foregoing, the receiving party shall not, nor
assist others to, disassemble, decompile, reverse engineer, or otherwise attempt
to recreate, the disclosing party's Confidential Information.
G. Homestore shall not tamper with, compromise, or attempt to
circumvent any physical or electronic security or audit measures employed by
Cendant or its Affiliates in the course of Cendant's or its Affiliates' business
operations. Homestore shall not, without Cendant's prior express written
consent, or as otherwise provided in this Agreement, and without complying with
Cendant's and its Affiliates' security policies and procedures (which policies
and procedures have been made available to Homestore), (i) access any
Confidential Information or computer systems of Cendant or its Affiliates, or
(ii) remove from Cendant's premises any Confidential Information or any other
property of Cendant or its Affiliates.
H. The parties acknowledge and agree that, given the unique and
proprietary nature of the Confidential Information, monetary damages may not be
calculable or a sufficient remedy for any breach of this Section 5 by the
receiving party, and that the disclosing party may suffer great and irreparable
injury as a consequence of such breach. Accordingly, each party agrees that, in
the event of such a breach or threatened breach, the disclosing party shall be
entitled to seek equitable relief (including, but not limited to, injunction and
specific performance) in order to remedy such breach or threatened breach. Such
remedies shall not be deemed to be exclusive remedies for a breach by the
receiving party but shall be in addition to any and all other remedies provided
hereunder or available at law or equity to the disclosing party.
12
SECTION 6. TERM AND TERMINATION
A. This Agreement shall be effective as of the date first set
forth above, and shall continue unless otherwise earlier terminated as set forth
hereinafter.
B. Cendant may terminate, at any time and without cause, this
Agreement, the license, and/or the Services hereunder by providing to Homestore
at least five (5) days' prior written notice thereof. In the event that Cendant
terminates this Agreement and/or the Services without cause pursuant to this
Section 6B, Cendant shall have no further obligation or liability whatsoever to
Homestore hereunder except (i) as described in Sections 5 and 6D hereof with
respect to Homestore's Confidential Information, and (ii) that Cendant shall pay
Homestore for any and all Services performed by Homestore prior to the
termination effective date and in accordance with the terms and conditions of
this Agreement.
C. Either party may terminate this Agreement, the license, and/or
the Services if the other party materially breaches any of the terms,
conditions, or obligations set forth herein and fails to correct such breach
within fifteen (15) days (or such other period of time as mutually agreed upon
in writing between the parties) following the breaching party's receipt of
written notice of such breach. In the event that Cendant terminates this
Agreement, the license, and/or the Services hereunder as a result of Homestore's
material breach pursuant to this Section 6C, Cendant shall have no further
payment liability or obligation whatsoever to Homestore hereunder except as
described in Sections 5 and 6D hereof with respect to Homestore's Confidential
Information, and Homestore shall (in addition to any and all other remedies that
may be available to Cendant) promptly (i) refund to Cendant any and all Services
fees paid in advance by Cendant for those Services not performed in accordance
with the terms and conditions of this Agreement, and (ii) reimburse Cendant's
reasonable out-of-pocket costs incurred by Cendant (or its third party
contractors) to rectify (or have rectified) any non-conforming Services and/or
Source Code which were the subject of said material breach, provided that
Cendant shall have an obligation to reasonably mitigate any and all such costs.
D. Upon the termination of this Agreement (but subject to the
provisions set forth in Section 6E hereof), each party shall (i) promptly (at
the other party's sole option and request) return to the requesting party or
destroy (and certify in writing to such destruction) any and all Confidential
Information of the requesting party, whether in written or electronic form, and
neither party, nor any of its or their subcontractors or agents (nor any of
their respective employees) shall retain any copies, extracts, derivatives, or
other reproductions of the requesting party's Confidential Information (in whole
or in part) in any form whatsoever, and (ii) take reasonable steps to assure
that any and all documents, memoranda, notes, and other writings or electronic
records prepared or created by the requesting party, which include or reflect
the requesting party's Confidential Information, are destroyed.
E. Notwithstanding anything to the contrary set forth in Section
2 hereof and/or above in this Section 6 (and except as described below in this
Section 6E), any and
13
all licenses granted to Cendant by Homestore under this Agreement shall remain
irrevocable in nature and may not be terminated or revoked by Homestore (and
Cendant shall retain and continue to use the Source Code, and all license rights
shall continue according to their tenor). Notwithstanding the foregoing,
Homestore may revoke Cendant's license to the Source Code only in the event that
(i) a court of competent jurisdiction determines that Cendant's (and/or its
Affiliates') use of the Source Code is not otherwise authorized by this
Agreement, (ii) such court issues an injunction or preliminary injunction
restraining Cendant (and/or its Affiliates) from continuing such unauthorized
use, and (iii) Cendant and/or its Affiliates, upon its or their receipt of
written notice of such injunction or preliminary injunction, do not otherwise
cease such unauthorized use within ten (10) days thereafter.
SECTION 7. INFRINGEMENT; INDEMNIFICATION
A. Homestore shall indemnify, defend and hold harmless Cendant
(including its Affiliates, and its and their respective officers, directors,
employees, agents, successors and permitted assigns thereof) from and against
any and all any and all Losses arising out of or in connection with any third
party Infringement (as defined in Section 4A(iv) hereof) claims. Homestore's
indemnity set forth above in this Section 7A shall not be applicable to any
Infringement claims that result from Cendant's alterations or modifications to
the Source Code. In the event that the Source Code becomes (or, in Homestore's
opinion, is likely to become) the subject of an Infringement claim, Homestore
shall, at its sole option and expense (and in addition to any and all other
remedies that may be available to Cendant), (i) procure for Cendant the right to
continue using the Source Code as contemplated hereunder, (ii) modify the Source
Code to eliminate any Infringement which may result from Cendant's use, provided
that the modified Source Code's functionality shall remain the same as set forth
in the applicable specifications, or (iii) replace the Source Code with an
equally suitable, compatible, and functionally equivalent non-Infringing source
code. In the event that options (i) through (iii) above are not reasonably
available to or commercially feasible for Homestore, Cendant shall stop using
the Infringing Source Code and may (at its sole election) terminate this
Agreement pursuant to Section 6C hereof.
B. Each party hereto shall indemnify, defend and hold harmless
the other party (including its Affiliates, and its and their respective
officers, directors, employees, agents, successors and permitted assigns
thereof) from and against any and all any and all losses, liabilities, damages,
claims, costs, penalties, fees (including, but not limited to, reasonable
attorneys' fees, disbursements of counsel, and costs of investigation,
litigation, and settlement, incurred in any action or proceeding between Cendant
and Homestore or between either party and any third party), and expenses
(collectively, "Losses") arising out of or in connection with (i) any breaches
by the indemnifying party of Sections 3H, 4A(v), and/or 5 hereof, and/or (ii)
the indemnifying party's willful misconduct and/or intentional or grossly
negligent actions hereunder.
C. Each party shall provide the other party with prompt written
notice of any such claims, and the indemnifying party shall have the right to
control and direct the
14
investigation, defense, and settlement of each such claim. The indemnified party
shall reasonably cooperate with the indemnifying party in connection with the
foregoing. The indemnified party may (at its sole option and at its own expense)
participate in the claim or action with its own separate legal counsel, in which
event the cost of such participation (including the cost of such separate legal
counsel) shall be borne by the indemnified party. The exercise by the
indemnified party of its option to select its own separate legal counsel shall
in no way limit or modify the indemnifying party's obligations set forth above
in this Section 7.
SECTION 8. LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES
EXCEPT AS OTHERWISE PROVIDED BELOW IN THIS SECTION 8, NEITHER PARTY TO
THIS AGREEMENT SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR
LOST SAVINGS) ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT,
EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN
SUCH DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN
NO EVENT EXCEED THE TOTAL MAINTENANCE AND SUPPORT FEES PAID BY CENDANT TO
HOMESTORE UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE LIMITATIONS
OF LIABILITY SET FORTH ABOVE IN THIS SECTION 8 SHALL NOT APPLY TO LOSSES AGAINST
WHICH THE PARTIES HAVE AGREED TO INDEMNIFY EACH OTHER PURSUANT TO SECTIONS 3G,
7A AND/OR 7B HEREOF.
SECTION 9. ASSIGNMENT
Neither party may assign, transfer, delegate, or pledge this Agreement
and/or any of its obligations hereunder to any third party without the prior
written consent of the other party. Notwithstanding the foregoing, Cendant may,
without the consent of Homestore, assign, transfer, delegate, or pledge this
Agreement (including the Source Code) and/or any of its rights or obligations
hereunder to (i) any of its Affiliates conducting business and/or franchise
operations associated with or on behalf of Cendant's real estate brands, and/or
(ii) any third party which has acquired the Source Code in connection with a
consolidation, merger, sale, divestiture, or spin-off of substantially all of
its (or any of its Affiliates', business units' or business lines') assets,
provided that the assignee or successor in interest is not a direct competitor
of Homestore and assumes in writing the obligations of Cendant hereunder.
SECTION 10. NOTICES
Any and all notices, requests, demands, or other communications
hereunder shall be in writing and be deemed to have been duly given (i) when
delivered by hand, (ii) one
15
(1) business day after being given to an express overnight courier, (iii) when
sent by confirmed facsimile, with a copy sent by another means set forth in this
Section 10, or (iv) five (5) days after the day of mailing, when mailed by
certified or registered mail, return receipt requested, postage prepaid, and
addressed to the respective parties as follows, provided that either party may
change its address or designee for notification purposes by giving the other
party prior written notice thereof:
If to Cendant:
Cendant Corporation
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Senior Vice President, Legal - Real Estate
If to Homestore:
Homestore, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
SECTION 11. GENERAL PROVISIONS
A. Nothing contained in this Agreement shall be construed as
conferring any right upon either party hereto to use or refer to (in any
advertising, publicity, promotional, marketing, or other materials, media, or
activities) any name, trade name, trademark, service ▇▇▇▇, logo, or any other
designation (including any contraction, abbreviation or simulation of any kind
of the foregoing) of the other party or the other party's affiliates without the
prior written consent of such other party. Neither party shall disclose to any
third party (other than its third party subcontractors on a need-to-know basis)
that it has furnished or contracted to furnish to the other party the Source
Code or Services hereunder, or the terms, conditions or scope of this Agreement,
without the prior express written consent of the other party or except as
otherwise required by law, regulation, SEC or stock exchange rules, or court
order.
B. In the event any one or more of the provisions of this
Agreement shall for any reason be held to be invalid, void, illegal, or
unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the
invalid, void, illegal, and/or unenforceable provision(s) shall survive to the
extent not so held. To the extent reasonably possible and practicable, the
invalid, void, illegal, or unenforceable provision(s) shall be replaced by a
mutually acceptable valid, legal, and enforceable provision(s) which best
reflects the parties' intentions underlying the replaced invalid, void, illegal,
or unenforceable provision(s).
C. The failure of either party to insist upon the performance of
any obligations, terms, or conditions of this Agreement, to exercise any right
or privilege conferred hereunder, or to enforce any remedies or penalties
resulting from any breach
16
hereof, shall not be construed as a waiver of any such obligations, terms,
conditions, rights, privileges, remedies, or penalties. No obligation, term,
condition, right, privilege, remedy, or penalty shall be deemed waived, and no
breach of this Agreement shall be deemed consented to, unless and until such
waiver or consent is specifically expressed in a writing signed by the party
claimed to have so waived or consented. No such written waiver shall constitute
a waiver of any other obligation, term, condition, right, privilege, remedy, or
penalty hereunder, and no such written consent shall constitute a consent to any
other breach hereof.
D. Any remedies expressly provided for in this Agreement and/or
available to either party hereunder are cumulative and non-exclusive, and may be
exercised concurrently or separately. The exercise of any one remedy shall not
be construed to prohibit either party from pursuing any and all other remedies
that may be available at law, in contract, or in equity. The prevailing party in
any dispute and/or legal action brought hereunder shall also be entitled to
recover all reasonable out-of-pocket costs and expenses (including, but not
limited to, reasonable court costs and attorneys' fees) incurred as a result
thereof.
E. The provisions, terms, and conditions of this Agreement
represent the entire agreements and understandings between the parties hereto
with respect to the subject matter hereof, and supersede any and all prior and
contemporaneous agreements, understandings, documents, negotiations, and/or
discussions (whether oral or written) between the parties. No supplement,
amendment, or modification to this Agreement shall be valid, enforceable, or
binding upon the parties unless made in writing and signed by an authorized
representative of both parties. In the event of any conflict or inconsistencies
between the terms and conditions of this Agreement (including any amendments
thereto) and those set forth in Exhibit A attached hereto, the terms and
conditions of this Agreement (including any amendments thereto) shall take
precedence and prevail.
F. This Agreement and any amendments hereto shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to the principles of conflicts of laws. Each party hereby submits itself
for the sole purpose of this Agreement and any controversy arising hereunder to
the exclusive jurisdiction of the federal or state courts located in the State
of New York, and any courts of appeal therefrom, and waives any objection (on
the grounds of lack of jurisdiction, or forum non conveniens or otherwise) to
the exercise of such jurisdiction over it by any such courts. Each party agrees
to comply with any and all applicable laws, statutes, rules, and regulations
with respect to its respective obligations and performance under this Agreement.
The parties hereby agree that the provisions of the Uniform Computer Information
Transactions Act ("UCITA") shall not be applicable to this Agreement, the Source
Code, and/or the software products described herein. In addition, the parties
hereby agree that this Agreement shall not be governed by the U.N. Convention on
Contracts for the International Sale of Goods.
G. Any provision of or obligation under this Agreement which
contemplates performance or observance subsequent to any termination or
expiration of this
17
Agreement shall survive any such termination or expiration, and shall continue
in full force and effect. In addition, all provisions of this Agreement shall
survive the termination or expiration of this Agreement to the fullest extent
necessary to give the parties the full benefit of the bargain expressed herein
and of the intent contemplated hereunder.
18
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
CENDANT CORPORATION HOMESTORE, INC.
By: /s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, IV By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________ _____________________________
Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, IV Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_____________________________ ___________________________
Title: Senior Vice President, Legal Title: EVP and General Counsel
____________________________ __________________________
Date: 8/5/03 Date: 8/5/03
_____________________________ __________________________
EXHIBIT A
SERVICE LEVEL AGREEMENT
FOR
FALCON SOFTWARE MAINTENANCE & SUPPORT SERVICES
EXHIBIT A
SERVICE LEVEL AGREEMENT
FOR
FALCON SOFTWARE MAINTENANCE & SUPPORT SERVICES
BETWEEN
CENDANT CORPORATION
&
HOMESTORE, INC
Confidential Page 1 8/7/2003
TABLE OF CONTENTS
SECTION/TITLE PAGE
-----------------------------------------------------------------------------------
1. Introduction 3
2. Service Level Review Process 3
3. Service Level Management 4
4. Service Criteria 5
5. Top Producer and Cendant Responsibilities 6
5.1 Software Support Hours 7
5.2 Severity Levels and Target Response Times 8
5.3 Target Resolution Time 8
5.4 Escalation Procedures/Problem Management Process 9
6. Change Management Process 9
Appendix A Service ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇ Cendant Technical Contacts 12
Confidential Page 2 8/7/2003
1. INTRODUCTION
This document ("SL Agreement") is an exhibit to (and is incorporated by
reference into) the Source Code License and Maintenance Services Agreement,
effective the 5th day of August 2003, by and between Cendant and Homestore
("Agreement"). Capitalized words or terms not defined herein shall have the
meanings given to them in the Agreement. The purpose of this SL Agreement is to
set forth agreed upon service levels for the Services provided to Cendant by the
Falcon Software Support Staff) pursuant to the Agreement. The goal of this SL
Agreement is to establish response times to and service levels for system
problems that may occur during its production operation and document agreed upon
procedures for the handling of system issues including communication to Cendant
and Homestore's subsidiary, Top Producer Systems, Inc. ("Top Producer")
management. While this SL Agreement does not include direct support to the end
users such as Cendant Affiliates and Sales Associates (collectively, "End
Users"), reference to End Users and End User support may appear in this SL
Agreement as these are often the sources from which problems to be handled by
Top Producer hereunder are reported and logged.
Due to the fact that Falcon is web-based, it is expected that the system will be
available to the end users on a 24 hour per day, 365 day per year basis with the
exception of mutually agreed upon pre-scheduled outages for maintenance and
upgrades as required. Therefore a member of the Falcon Software Support Staff
shall be available on a comparable basis should any critical errors arise that
negatively impacts the business operations of Cendant and Cendant users.
This SL Agreement may be amended by the mutual written agreement of the parties
if new support mechanisms are introduced to the Falcon process.
As part of this document, Cendant and Top Producer agree to:
- Establish the Service Level Commitments and cure periods with which Top
Producer shall comply.
- Review this SL Agreement every six months to determine whether any changes
need to be implemented. The next review shall be no later than February 1,
2003.
- Gain approval by both parties to all changes to this SL Agreement and to
clearly define and identify those changes in a revised SL Agreement or
amendment signed by the parties' authorized representatives.
- Create (by no later than October 1, 2003) a mutually agreed upon written
change control process and official documentation.
- Create (by no later than October 1, 2003) a mutually agreed upon written
document management and approval process.
2. SERVICE LEVEL REVIEW PROCESS
Confidential Page 3 8/7/2003
A process will be implemented to ensure timely reviews of this SL Agreement.
Reviews of the current process and supporting documentation will be conducted
quarterly (or as otherwise agreed to between the parties). These reviews will be
conducted by teleconference calls unless otherwise changed by mutual agreement.
The Service Level Review Process will identify areas of service that Cendant
would like to be improved by Top Producer and ensure follow-up by Top Producer
on Cendant's concerns and issues.
Topics to be covered include:
- Performance against service levels and cure periods
- Contractually required corrective actions and other suggested actions to
rectify performance below cure period levels
- Cendant Real Estate & Top Producer plans and projects which have relevance
to service levels
- Resource allocations: (Number of people allocated, actual staffing on
support, staff turnover)
- Problem management system and escalation process
- Problem monitoring and reporting as agreed
- Establishment and approval of written action plans that address individual
issues
In addition to the quarterly review meetings, periodic management meetings will
be scheduled as needed to review overall status and performance against this SL
Agreement.
3. SERVICE LEVEL MANAGEMENT
3.1 SERVICE LEVEL COMMITMENTS & CURE PERIODS
Service Levels and Cure Periods are used to define those measurable
performance levels, turnaround times, and minimum downtime with which
the Falcon Software Support Staff shall use commercially reasonable
efforts to comply in the performance of the Services. Such Service
levels and cure periods shall be subject to this SL Agreement.
3.2 SERVICE LEVEL MEASUREMENTS
The Falcon Software Support Staff will produce a monthly written
Service Level Performance Report. These reports will be created to
enable the monitoring of service level commitments. The Service Level
Performance Report will be sent to Cendant Real Estate on a monthly
basis, summarized quarterly, and reviewed during the quarterly review
meetings. These reports will document any problems or issues that occur
on the Falcon application as well as details regarding each issue's
resolution.
Confidential Page 4 8/7/2003
Top Producer and Cendant Real Estate agree to work together where
appropriate to improve the accuracy and/or the efficiency of production
of these reports through the use of existing tools or future technology
acquired by either party.
Cycles of report creation and review are subject to change, by mutual
agreement, based on product releases and periods of increased or
decreased problem reporting.
Although the specifications of reports have not yet been established,
the Falcon Software Support Staff shall (as part of the Services) use
commercially reasonable efforts to modify the Top Producer CRM system
for Falcon problem tracking so that the report statistics listed below
will be included.
- Description of Issue
- Date and time of issue
- First reported by
- Brand(s) affected
- Area(s) of the application affected
- Time to resolution
- Date/time of resolution
- Description of resolution
- Report trending against week-to-week, month-to-month,
quarter-to-quarter, and year-to-year comparisons
Reports will be in summary form providing statistics that indicate
which issues are the most frequent. Issues reported are to be limited
to those that actually exist on the system due to code problems,
response problems, connectivity problems and the like and should not
include End User issues that arise from misuse by Cendant or End Users
of features and/or functionality. The formal report specifications
shall be developed and mutually agreed to between the parties by no
later than October 1, 2003.
4. SERVICE CRITERIA
It is envisioned that Falcon application processing will take place on back-end
real estate servers in the Cendant data center in Denver, Colorado. Due to the
fact that the network and hardware environment are managed and maintained by
Cendant (and its third party outsourcer, IBM), day-to-day maintenance and
monitoring of the hardware environment with which Falcon will integrate will be
Cendant's and IBM's responsibility. The Falcon Software Support Staff will be
responsible for providing Falcon application support consistent with the
responsibilities and commitments set forth in the Agreement and this SL
Agreement. There may be instances, however, where database, hardware and/or
environmental problems that are outside the scope of the Falcon Software Support
Staff's obligations hereunder may require the involvement of Falcon Software
Support Staff personnel. The Falcon Software Support Staff shall assist Cendant
(as
Confidential Page 5 8/7/2003
reasonably needed) in remedying such problems. Unless otherwise specified in
writing in advance by the Falcon Software Support Staff (and subject to mutual
agreement between the parties regarding any fees), such assistance shall be
provided at no additional cost to Cendant.
5. TOP PRODUCER AND CENDANT RESPONSIBILITIES:
As described in Section 3A of the Agreement, Homestore shall make available to
Cendant the Falcon Software Support Staff who shall be responsible for using
commercially reasonable efforts to provide to Cendant the maintenance and
support Services (in accordance with the service levels) described in the
Agreement and this SL Agreement. In addition to the Services described in the
Agreement and elsewhere in this SL Agreement, the Falcon Software Support Staff
shall:
- Maintain appropriate automated problem recording and tracking mechanisms to
permit logging of issues and tracking of same through resolution.
- Execute the established escalation process for problem resolution.
- Provide written activity reports regarding problems, issues and customer
contacts by which support activity can be monitored and evaluated by
Cendant and Top Producer.
- Maintain a skilled and professional technical staff that has an in-depth
knowledge of the Falcon application and its code base.
As part of this SL Agreement, Cendant shall be responsible for:
- Notifying Top Producer of significant increases/decreases of users of the
Falcon application when it is known.
- Working with Top Producer, to project traffic levels and patterns based on
actual experience.
- Training the End Users.
- Data Base Management.
- Environment management.
- Procurement and implementation of hardware as needed.
- Defining hand-off procedures for Data Base and Network issues.
5.1 SOFTWARE SUPPORT HOURS
The Falcon Software Support Staff will serve as the first point of contact for
all queries by the internal staff of Cendant Real Estate relating to application
problems and issues for the Affiliates and internal staff of Cendant Real
Estate. Subject to the obligations set forth in Section 3 of the Agreement and
the provisions set forth below (including, but not limited to the severity
levels and response times set forth in Section 5.2 hereof), the hours during
which the Falcon Software Support Staff shall be available to provide the
Services shall be Monday through Friday (excluding Federal holidays), 8:00 a.m.
through 5:00 p.m., Pacific time.
Confidential Page 6 8/7/2003
Notwithstanding the foregoing, the Falcon system is expected to be available
24x7 except for mutually agreed upon predetermined outage time for system
maintenance and upgrades. While it is assumed that the system will operate in a
stable and problem-free manner, any interruption of service that impacts the
business of Cendant, its Affiliates, or End Users shall be considered to be of
the highest severity level, and the Falcon Software Support Staff shall respond
as provided herein. Unplanned system interruption will require immediate
attention by the Falcon Software Support Staff in order to minimize adverse
impacts to Cendant and its customers. Accordingly, Top Producer shall implement
appropriate mechanisms and processes to ensure that Cendant staff who are
responsible for monitoring database and system activity can contact appropriate
Falcon Software Support Staff for assistance and problem resolution should the
need arise. This will be accomplished through cell phone or pager notification
(or as otherwise reasonably required by Cendant) during the days and/or hours
outside the standard support hours set forth above in this Section 5.1
(excluding Federal Holidays).
5.2 SEVERITY LEVELS AND RESPONSE TIMES
It is anticipated that problems detected with the Falcon system will be
identified and communicated from Cendant. Each problem reported to the Falcon
Software Support Staff will be given a severity level by appropriate Falcon
Software Support Staff. The severity level is determined depending upon the
nature of the problem, as described below. In the event that Cendant reasonably
disputes any severity level assigned by the applicable Falcon Software Support
Staff (and in the event that the dispute cannot be resolved immediately to
Cendant's reasonable satisfaction and approval), the severity level shall be
adjusted to a level that is acceptable to Cendant.
The following Severity Level matrix has been established for problems reported
to the Falcon Software Support Staff. Each problem, depending upon its nature,
should be tagged by the support person receiving the call with one of the
following severity levels. This information is to be recorded in the problem
management system as identified by Top Producer and reasonably approved by
Cendant. The level of severity will, in turn, have a maximum response time
service level set for it as described in the following matrix. The response
times are the times in which the Falcon Software Support Staff shall provide a
verbal status report and an estimated time for resolution (ETR), with all steps
identified to correct the problem to Cendant Management. Notwithstanding the
foregoing, the Falcon Software Support Staff shall use commercially reasonable
efforts to resolve any and all problems referred to the Falcon Software Support
Staff in accordance with the cure periods set forth below. The Falcon Software
Support Staff shall escalate problems to both Cendant and Top Producer
management if the Falcon Software Support Staff believes that it will not be
able to comply with the cure periods set forth below.
(i) Severity Level 1: With respect to any defects, nonconformities, errors, or
problems with the software products that (a) render the software products or a
critical software component inoperable, or (b) pose an imminent danger to, or
severely impact, (as
Confidential Page 7 8/7/2003
reasonably determined by Cendant) Cendant's (and/or its Affiliates' or sales
associates') systems, equipment, data, or business, The Falcon Software Support
Staff shall provide a telephone or electronic response (ETR) to Cendant within
three (3) hours after the Falcon Software Support Staff's receipt of notice of
such defects, nonconformities, errors, or problems. The Falcon Software Support
Staff shall use commercially reasonable efforts to, within twenty-four (24)
hours (Cure Period) of said notice, correct the defects, nonconformities,
errors, and problems (telephonically or electronically) to Cendant's reasonable
satisfaction and approval, and in accordance with the specifications, user
manuals, documents, and SLA requirements. In addition, during the aforementioned
8-hour period, the Falcon Software Support Staff must provide to Cendant an
emergency by-pass, workaround, or patch, if available.
(ii) Severity Level 2: With respect to any defects, nonconformities, errors, or
problems with the software products that (in Cendant's reasonable opinion) (a)
degrades the performance, or impairs a primary function, of the software
products or Cendant's systems, equipment, or business functions, or (b) causes a
failure of a non-critical process, the Falcon Software Support Staff shall
provide a telephone or electronic response (ETR) to Cendant within eight (8)
hours after the Falcon Software Support Staff's receipt of notice of such
defects, nonconformities, errors, or problems. The Falcon Software Support Staff
shall use commercially reasonable efforts to, within two (2) business days (Cure
Period) of said notice, correct the defects, nonconformities, errors, and
problems (telephonically or electronically) to Cendant's reasonable satisfaction
and approval, and in accordance with the specifications, user manuals,
documents, and SLA requirements. In addition, during the aforementioned 24-hour
period, the Falcon Software Support Staff must provide to Cendant an emergency
by-pass, workaround, or patch, if available.
(iii) Severity Level 3: With respect to any defects, nonconformities, errors, or
problems with the software not otherwise covered by subsections (i) and (ii)
above, the Falcon Software Support Staff shall provide a telephone or electronic
response (ETR) to Cendant within forty-eight (48) hours after the Falcon
Software Support Staff's receipt of notice of such defects, nonconformities,
errors, or problems. The Falcon Software Support Staff shall provide timely
status updates to Cendant while it uses reasonable efforts to correct the
defects, nonconformities, errors, and problems. The Falcon Software Support
Staff shall use reasonable efforts to correct such defects, nonconformities,
errors, and problems (telephonically or electronically) within ten (10) days
(Cure Period) after its receipt of notice thereof from Cendant. In the event
that the Falcon Software Support Staff is unable to correct the defects,
nonconformities, errors, and problems (telephonically or electronically) within
the aforementioned time period, it shall (upon Cendant's reasonable request)
provide on-site support to correct the errors, which support shall be provided
at the Falcon Software Support Staff's then-current rates.
All response times (ETRs) for problems reported outside of the Falcon Software
Support Staff's standard support days and/or hours described in Section 5.1 of
this SL Agreement shall begin from the start of the next business day after such
problems are
Confidential Page 8 8/7/2003
reported unless Cendant contacts the Falcon Software Support Staff via cell
phone or pager notification as described in such Section 5.1.
In addition to the foregoing, at any time during the Maintenance Period, Cendant
may request (and the Falcon Software Support Staff shall provide) on-site
support and assistance at Cendant' facility in order to assist with the
correction of any defects, nonconformities, errors, and/or problems at no
additional charge to Cendant except for reimbursement of the Falcon Software
Support Staff's reasonable out-of-pocket and travel costs.
5.3 RESOLUTION TIME
Unless otherwise agreed to in writing by Cendant, the Falcon Software Support
Staff shall use commercially reasonable efforts to comply with the cure periods
described above.
5.4 ESCALATION PROCEDURES/PROBLEM MANAGEMENT PROCESS
Top Producer and Cendant will each maintain and communicate a list of staff and
management contacts, arranged by department and area of responsibility for
problem referral. A list of initial technical contacts is set forth in Appendix
B attached hereto. An alert procedure for contacting the appropriate management
personnel at Top Producer and Cendant Real Estate, with time scales that are
dependent upon severity level, will be maintained by Top Producer management and
Cendant Real Estate Falcon management, which procedure and time scales shall be
mutually agreed upon in writing by no later than October 1, 2003.
Notwithstanding the foregoing, Top Producer shall comply with the Escalation and
Notification Procedures for Severity 1 and Severity 2 Problems described in
Appendix A attached hereto.
6. CHANGE MANAGEMENT PROCESS
Any changes to the Falcon Software Support Staff (subject to the provisions set
forth in Section 3F of the Agreement) and/or to the scope of Services set forth
in the Agreement and this SL Agreement must be communicated in writing on a
Change Request form (or similar writing) designed for this purpose. This
includes (among other things) the authorization of additional support personnel,
change to the escalation procedure or personnel directories, and any pricing
information. No such changes and/or additional scope shall be authorized absent
a formal written amendment signed by the parties' authorized representatives.
Normal day-to-day management of resources as required to provide the Services is
not included in this change management process. Any and all changes that may
have significant impact on the Falcon system and Cendant management are to be
promptly communicated to Cendant Falcon management and Top Producer management.
A staffing change resulting in a turnover of 10% or more of the Falcon Software
Support staff will be considered significant for these purposes.
Confidential Page 9 8/7/2003
APPENDIX A SERVICE LEVEL ESCALATION
In the event that a problem is not fixed, or an ETR not provided in the
timelines indicated in the table in section 5.3 of this SL Agreement, then such
problem may be escalated by either party to the Falcon Software Support Staff's
Group Supervisor, and to the appropriate Cendant Falcon Manager for prompt
resolution.
In the event that a problem is not fixed, or an ETR not provided in double the
time indicated in the table in section 5.3 of this SL Agreement, then such
problem may be escalated by either party to the Top Producer Software Support
Manager, and to the Cendant Falcon Manager for prompt resolution.
In the event that a problem is not fixed, or an ETR not provided in the
quadruple the time indicated in the table in section 5.3 of this SL Agreement,
then such problem may be escalated by either party to the Top Producer General
Manager of Operations, and to the Cendant Falcon Director.
Escalation beyond the management level indicated above will be at the discretion
of the Top Producer General Manager of Operations, and the Cendant Falcon
Director.
At all steps in this escalation process, the parties shall use commercially
reasonable efforts to have a written log maintained by each individual involved
as to when an escalation contact is established, and who that contact is at that
time. These logs will be submitted, in writing or electronically, to the Falcon
Software Support Staff's Group Supervisor for inclusion in notes maintained on
the CRM system in use for all Falcon problem tracking.
When a problem is escalated through the above process, the Cendant Management
representative involved (with reasonable assistance from Top Producer) will
carry out any required communications with the customer as to the status of this
issue. Decisions to communicate Severity 1 and 2 problems broadly to the user
base will be made by the Cendant Management Representative involved.
Nothing in this Appendix A is intended to relieve Top Producer or the Falcon
Software Support Staff of its obligations to comply with the terms of the
Agreement and/or the response and cure periods set forth in this SL Agreement.
Confidential Page 10 8/7/2003
APPENDIX B - CENDANT & TOP PRODUCER TECHNICAL CONTACT INFORMATION:
-------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ READ Parsippany, NJ Director - READ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
-------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇, ▇▇▇ IBS Parsippany, NJ Director ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
-------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, BC Site Operations ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Manager
-------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, BC Director of 604-270-8819 ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Development (x 8132)
Processes
-------------------------------------------------------------------------------------------------------------------------------
Confidential Page 11 8/7/2003
EXHIBIT B
TOP PRODUCER ONLINE AND FALCON SOFTWARE PRODUCTS
"Top Producer Online" and "Top Producer Online software products" shall mean the
World Wide Web-enabled application service provider (or, "ASP") product composed
of the following:
- iTP (Internet Top Producer)
- iCMA (Internet Comparative Market Analysis) - Manual CMA for Agents
- iTop Broker
- iFD (Internet Front Desk)
- Broker Advanced Report Writer
- iBO (Internet Back Office)
- iTPP (Internet Top Producer for the Palm) - for broker and agent
- iSC (Internet Service Center)
- iLM (Internet Lead Manager)
- iAF (Internet Account Foundation)
- FT (Franchiser Tools)
- BT (Broker Tools)
- MA (My Account)
- iTC (Internet Top Connector)
- CSS (Customer Support System/Agent billing system), excluding third party
components or customizations thereto which Homestore does not otherwise
have the right to provide to Cendant.
- LTS (Leads Transmission Specification)
- Broker Leads Toolkit - This allows leads to be integrated from websites to
ILM
"Falcon" and "Falcon software products" shall mean Falcon Release 3 as described
in the Falcon Master Release Plan, version 1.0, and as further described in the
Falcon Scope Specification, version 1.6, both of which are attached hereto as
Exhibits C and D, respectively.
EXHIBIT C
FALCON MASTER RELEASE PLAN (VERSION 1.0)
CENDANT CORPORATION THE FALCON PROJECT
TOP PRODUCER SYSTEMS
[LOGO OF FALCON]
Falcon Master Release Plan
Version No: 1.0
Authors: ▇. ▇▇▇▇▇▇▇/▇. ▇▇▇▇▇▇▇▇▇
VERSION HISTORY
---------------------------------------------------------------------------------------------
ADD/
MODIFY/
NO. DATE SECTION NO. DELETE DESCRIPTION AUTHOR(S)
---------------------------------------------------------------------------------------------
1.0 Aug, 26, 2002 All All Revised to reflect ▇. ▇▇▇▇▇▇▇▇▇
decision to deliver
Falcon Broker to CB
and ERA sooner and
to include the
Advanced Reporting
feature, to remove
RiTP and to remove
First Flight
Migration.
---------------------------------------------------------------------------------------------
0.9 Feb, 1, 2002 All All Revised to reflect ▇. ▇▇▇▇▇▇▇▇▇
the decision to
include Agent
Billing and to
reflect the
subsequent
re-planning.
---------------------------------------------------------------------------------------------
0.8 Oct, 31, 2001 All All Revised to reflect ▇. ▇▇▇▇▇▇▇▇▇
project situation,
reflects a
significant, as yet
not agreed to,
movement of the R3
plan.
---------------------------------------------------------------------------------------------
0.7 Aug, 12, 2001 All All Revised to reflect ▇. ▇▇▇▇▇▇▇▇▇
project work and
project decisions
---------------------------------------------------------------------------------------------
0.6 Jan, 31, 2001 All All Sixth Draft, ▇. ▇▇▇▇▇▇▇▇▇
reflects further
Golden & Falcon
planning.
---------------------------------------------------------------------------------------------
0.5 Dec, 13, 2000 All All Fifth draft ▇. ▇▇▇▇▇▇▇,
▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------
0.4 Dec, 12, 2000 All All Fourth draft ▇. ▇▇▇▇▇▇▇,
▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------
0.3 Dec, 11, 2000 All All Third draft ▇. ▇▇▇▇▇▇▇,
▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------
0.2 Dec, 8, 2000 All All Second Draft, ▇. ▇▇▇▇▇▇▇,
reflects meetings on ▇. ▇▇▇▇▇▇▇▇▇
Dec.6 - 8, 2000
---------------------------------------------------------------------------------------------
0.1 Dec 4, 2000 All All First Draft ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------
VERSION APPROVALS
------------------------------------------------------------------------------------------
NO. DATE STATUS APPROVER SIGNATURE
(On hardcopy)
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
TABLE OF CONTENTS
1 INTRODUCTION................................................................................... 6
1.1 Purpose of this Document....................................................................... 6
1.2 Scope.......................................................................................... 6
1.3 Project Vision................................................................................. 7
1.4 Project Approach............................................................................... 7
1.5 Project Deliverables........................................................................... 8
1.5.1 Associate Products............................................................................. 8
1.5.2 Affiliate Functionality........................................................................ 8
1.5.3 Integration.................................................................................... 9
1.6 Definitions, Acronyms and Abbreviations........................................................ 10
1.7 References..................................................................................... 11
2 PROJECT ORGANIZATION........................................................................... 12
2.1 Process Model.................................................................................. 12
2.1.1 Multi-staged development....................................................................... 12
2.1.2 Individual Release Projects.................................................................... 12
2.1.3 Risk Management................................................................................ 12
2.1.4 Change Control................................................................................. 13
2.1.5 Quality Assurance.............................................................................. 14
2.1.6 Software Integration Process................................................................... 14
2.2 Project Organization........................................................................... 15
2.2.1 Cendant........................................................................................ 15
2.2.2 Top Producer................................................................................... 17
2.2.3 Working Together............................................................................... 18
2.3 Organizational Boundaries and Interfaces....................................................... 19
3 MANAGEMENT CONSIDERATIONS...................................................................... 21
3.1 Key Assumptions, Dependencies, and Constraints................................................. 21
3.2 Monitoring and Control......................................................................... 21
3.3 Deployment..................................................................................... 22
3.4 Training....................................................................................... 23
3.5 Technical Support Planning..................................................................... 23
3.6 Recovery Planning.............................................................................. 23
4 MASTER TIMETABLE............................................................................... 24
5 APPENDICES..................................................................................... 26
5.1 Release Statement 1............................................................................ 26
5.2 Release Statement 2............................................................................ 27
5.3 Release Statement 3a, 3c & 3d.................................................................. 28
5.4 Release Statement 3b, 3e & 3f.................................................................. 29
6 ATTACHMENTS.................................................................................... 31
6.1 Falcon Key Actions/Decisions List.............................................................. 31
6.2 Falcon Change Request Template................................................................. 31
6.3 Falcon Project Risk Matrix..................................................................... 31
6.4 Falcon Project Team............................................................................ 31
6.4.1 Cendant Falcon Project Team.................................................................... 31
6.4.2 Top Producer Falcon Project Team............................................................... 31
6.5 Falcon Release 1 Branding & Customization Specification........................................ 31
6.6 Falcon Release 1 Joint Project Plan............................................................ 31
6.7 Falcon Release 2 Customization Specification................................................... 31
6.8 Falcon Release 2 Joint Project Plan............................................................ 31
6.9 Falcon Release 3a Customization Specification.................................................. 31
6.10 Falcon Release 3a Joint Project Plan........................................................... 31
6.11 Falcon Release 3b Customization Specification.................................................. 32
6.12 Falcon Release 3b Joint Project Plan........................................................... 32
6.13 Falcon Release 3c Customization Specification.................................................. 32
6.14 Falcon Release 3c Joint Project Plan........................................................... 32
6.15 Falcon Release 3d Customization Specification.................................................. 32
6.16 Falcon Release 3d Joint Project Plan........................................................... 32
6.17 Falcon Release 3e Customization Specification.................................................. 32
6.18 Falcon Release 3e Joint Project Plan........................................................... 32
6.19 Falcon Release 3f Customization Specification.................................................. 32
6.20 Falcon Release 3f Joint Project Plan........................................................... 32
1 INTRODUCTION
FALCON is a collaborative technology initiative between Top Producer Systems and
CENDANT Real Estate that provides the Cendant Real Estate brands - Century 21,
Coldwell Banker and ERA - with a branded and customized version of the Top
Producer Online system. The Top Producer Online System is a series of web-based
sales associate and affiliate technology products that provide automated
productivity and marketing tools to real estate professionals. These integrated
products from Top Producer further integrated with Cendant information systems
and other technology products are the essence of the FALCON offering.
Falcon is a large, diverse undertaking that will be developed over a 2 1/2-year
timeframe that will be delivered in a series of "Releases" or delivery stages.
Each of these "Releases" will provide a progressively richer feature set to the
Cendant Affiliate/Associate community.
1.1 PURPOSE OF THIS DOCUMENT
The primary purpose of this document is to capture the Master Plan for Falcon's
development. This Master Plan consists of:
- A description of how Falcon will be developed (section 2, Project
Organization)
- A description of how Project Falcon will be jointly managed (section 3,
Managerial Processes)
- A description and definition of the Master Timetable
- A specific definition of the contents of all releases, captured as the
Release Statements in the Appendices
This document will also serve as the highest-level defining project plan
document for the delivery of Falcon. This document will be approved at senior
levels in Cendant, Homestore and Top Producer. Subsequent to approval, this
document will be placed under Change Control and used to guide all major aspects
of the project.
1.2 SCOPE
The scope of this document is the entire project scope of Falcon.
While this document's scope is all of project Falcon, it does not contain
detailed plans for each of Falcon's releases or deliverables. Rather, those
detailed plans are defined by this Master Release Plan document and will be
created as part of the execution of the plan defined in this document.
1.3 PROJECT VISION
Falcon will provide the Cendant Real Estate membership with an integrated
Affiliate/Sales Associate* system that is a turnkey technology solution. Through
the use of integrated modules, real time information and streamlined data flow,
Cendant Real Estate Affiliates and Sales Associates will enjoy efficiency in
numerous real estate business processes with little or no cost. This offering
will greatly reduce barriers to utilizing technology by lessening the need for
individual technology research and investment. Falcon additionally endeavors to
provide income opportunities to affiliates through connections with Cendant
Corporation, its Real Estate brands and its other business units. The system
will also provide the single platform for all Cendant membership through which
Cendant will continue to deliver technology solutions, industry knowledge and
connectivity to its Affiliates and Sales Associates.
1.4 PROJECT APPROACH
Falcon will be created through the customization of a series of Top Producer
Online web products and the integration of these products with certain Cendant
Real Estate information systems. The Top Producer Online products, sometimes
referred to as the Generic products, will be:
- Customized to give each Cendant brand a specific "look and feel"
- Customized to perform certain Affiliate and Associate functions in a
Cendant specific manner
- Branded by including Cendant brand specific content and identification
- Customized to integrate with the Crest system
The functionality produced by this, customizing and integration of Top Producer
Online is scoped by reference 1, the Falcon Scope Specification (Section 1.7).
Detailed descriptions of the customization and integration will be specified
over the course of project Falcon in a series of Falcon Release Customization
Specifications that will be developed for each Release.
Falcon will be developed over the course of four major releases that are
described in Section 5, Appendices. Each of these releases will be organized to
operate as a stand-alone project with an assigned project team, specification
(defined as the pertinent Falcon Release Customization Specification) and
project plan (defined as the pertinent Falcon Release Joint Project Plan).
-------------------
* Cendant refers to its member brokers as "Affiliates" and its real estate
agents as "Sales Associates".
1.5 PROJECT DELIVERABLES
1.5.1 ASSOCIATE PRODUCTS
Falcon's Associate functionality will be delivered through the delivery of
branded and customized variants of the following products:
INTERNET TOP PRODUCER
Internet Top Producer (iTP) is the code name for the Top Producer Internet Sales
associate product. iTP will provide a complete suite of Sales associate and
assistant functionality similar to that currently available in Top Producer 6i.
iTP will be entirely browser based and will utilize Internet/ASP, server based
software to perform its functions.
INTERNET TOP PRODUCER FOR THE PALM
Internet Top Producer for the Palm (iTPP) is a Palm platform based product that
allows users access to Contact Management, Scheduling, Listing and Closing
Management, Referral Management and Lead Management through a synchronized Palm
Pilot PDA device.
INTERNET CMA
Internet CMA (iCMA) is an iTP accessory that allows users to prepare Comparative
Market Analysis reports within a browser-based environment in conjunction with
iTP.
1.5.2 AFFILIATE FUNCTIONALITY
Falcon's Affiliate functionality will be delivered through the delivery of
branded and customized variants of the following products:
INTERNET BACK OFFICE
Internet Back Office (iBO) is the code name for the Top Producer Brokerage back
office product. IBO will provide much of the functionality currently available
in the First Flight product. A key goal of iBO is to supply a complete "back
office" brokerage office tool.
INTERNET FRONT DESK
Internet Front Desk (iFD) is the code name for the Top Producer Broker Front
Desk Internet product. iFD is designed for use by front desk personnel,
management and a limited use by Sales Associates. The purpose of iFD is to
support the "Front Desk" operations of the brokerage office by capturing
incoming calls, scheduling appointments for Sales associates, tracking office
inventory's keys and showing schedules.
INTERNET LEAD MANAGER
Internet Lead Manager (iLM) is the code name for the Top Producer Broker Lead
and Referral management product. iLM is designed for use by office personnel and
management. The purpose of iLM is to support the Lead Management operations of
the brokerage office through allowing leads to be manually or automatically
assigned to Sales Associates and through tracking the Associates handling of the
Lead. The ILM will also provide Brokerage Referral Management functions.
INTERNET SERVICE CENTER
Internet Service Center (iSC) is the code name for the Top Producer Broker
Service Center Internet product. The Service Center(TM) provides Affiliates and
Associates with an automated
workflow application that facilitates the tracking and incubation of leads and
referrals within a Brokerage and in co-ordination with the Associates in that
Brokerage.
1.5.3 INTEGRATION
In addition to the products outlined above, a key deliverable for the Falcon
project will be an architecture that supports the integration of the Top
Producer Online products with certain Cendant real estate systems and with
certain third party products. In the interest of accomplishing "one-time data
entry" for sales associates and affiliates, data will flow seamlessly through
key entry points of the system and populate common fields and records of each
component of the Falcon system as appropriate. Data entered by sales associates
through sales associate tools or information entered by office staff using a
Front Desk product will, as an example, flow through to populate the affiliate
database. It will additionally populate Cendant systems that record and monitor
transactional information and revenue obligations, track referral situations and
transfer property listing information to the Cendant brand consumer websites.
Allowing real estate transactions to flow from inception through closing with
minor re-entry of data is key to the success of Falcon.
An integration specification will be created to detail the interaction between
Top Producer Online customized for Cendant and the Cendant CREST systems. This
document, however, will be the result of collaborative efforts between Cendant
and Top Producer Falcon teams that will identify, analyze and determine the best
methodologies, approaches and standards by which integration is to be
accomplished. A similar specification will be developed by Great Plains, Inc. in
the same collaborative manner with the Falcon teams to allow Great Plains
accounting software to interface with the Falcon system for those affiliates who
which to utilize the Great Plains accounting product. Great Plains will work
with the Falcon team to plan and develop logical points of integration between
the two systems.
Phases of integration among the various products and systems are inherent in the
Release Statements based on the products being delivered within each release
project and the manner in which they will be delivered to affiliates and sales
associates.
1.6 DEFINITIONS, ACRONYMS AND ABBREVIATIONS
--------------------------------------------------------------------------------------------
Affiliate Cendant term for a Broker.
--------------------------------------------------------------------------------------------
Associate Cendant term for a Sales associate.
--------------------------------------------------------------------------------------------
Business Requirement Requirement that is based on business conditions or need.
--------------------------------------------------------------------------------------------
Component Major functional element in the Falcon system.
--------------------------------------------------------------------------------------------
Falcon Release Customization Specification that defines the customization to be performed
Specification for a particular Falcon release. Defines the entire product
scope of a Falcon Release.
--------------------------------------------------------------------------------------------
Falcon Release Joint Project Plan that identifies and plans all work and establishes a
Plan timeline for a particular Falcon release. Defines the entire
work scope of a Falcon Release.
--------------------------------------------------------------------------------------------
Feature Specific aspect or function of a Component.
--------------------------------------------------------------------------------------------
GCI Gross Commission Income
--------------------------------------------------------------------------------------------
Generic Product Another term for the Top Producer Online
web products before Cendant specific and
Customization.
--------------------------------------------------------------------------------------------
Lead A contact that has been passed to an Affiliate
or Associate and where the passing of the
contact does not imply that there will be monies
paid to the source of the contact. A lead passed
to an Associate by an Affiliate may however,
imply that the Associate will receive a lower
commission in the event of a sale.
--------------------------------------------------------------------------------------------
LTS Lead Transmission Standard, a standard for the
transmission of Real Estate Leads over the
Internet.
--------------------------------------------------------------------------------------------
MCA Mobile Computing Application. Term that refers
to Associate Applications executing on Mobile
Computing Platforms such as Palm Platforms or
Web enabled phones.
--------------------------------------------------------------------------------------------
MLS Multiple Listing Service
--------------------------------------------------------------------------------------------
MOB Multiple Office Broker
--------------------------------------------------------------------------------------------
NAR National Association of Realtors
--------------------------------------------------------------------------------------------
NRT National Real Estate Trust.
--------------------------------------------------------------------------------------------
Offline Operational Mode of the Associate Component when
the Component does not have an Internet
connection to the server based components.
--------------------------------------------------------------------------------------------
Online Operational Mode of the Associate Component when
the Component does have an Internet connection
to the server based components.
--------------------------------------------------------------------------------------------
Referral A referral is a contact that implies that,
should the referral result in a sale, the
referral recipient is obliged to pay monies to
the source of the referral. The referral fee may
be a flat fee or a percentage of the commission.
--------------------------------------------------------------------------------------------
Sales Associate (SA) Cendant term for a Sales associate.
--------------------------------------------------------------------------------------------
1.7 REFERENCES
--------------------------------------------------------------------------------------------------------
No: Title Author
--------------------------------------------------------------------------------------------------------
1 Falcon Scope Specification ▇. ▇▇▇▇▇▇▇▇▇, Top Producer Systems Inc.
Version 1.6
--------------------------------------------------------------------------------------------------------
2 FINAL TOP PRO 10-27_. doc (Falcon Software License Homestore/Cendant
Agreement)
--------------------------------------------------------------------------------------------------------
3 TPOnline Architecture ▇. ▇▇▇▇▇▇▇, Top Producer Systems Inc.
Version 13
--------------------------------------------------------------------------------------------------------
2 PROJECT ORGANIZATION
2.1 PROCESS MODEL
Falcon will be developed using a multi-stage development project model
(described below) and will be managed as a program consisting of four major
releases (also described below).
2.1.1 MULTI-STAGED DEVELOPMENT
The Falcon project shall be delivered by means of a series of four major
releases or stages. The functional content of these releases is initially
defined in the Release Statements (see Section 5, Appendices). The Falcon
project has been logically segmented into these Release Projects for ease of
management and delivery. Each project represents a significant effort and is
critical to the overall completion to the Falcon initiative.
All release projects will be governed by this document's process descriptions,
the Master Time Line (Section 4) and the Release Statements (Section 5,
Appendices). A Customization Specification and a Joint Project Plan developed by
Cendant and Top Producer will specifically define each release project.
While each release will be more specifically defined in other documents, this
document will remain as the governing program document and will be used in the
Program Management of the entire Falcon project. For example: The Master Time
Line and Release Statements will be used by Program Management for reporting
program progress to senior business management. As a result of this
relationship, each release's scope (contained in the Release Customization
Specification and plan (contained in the Release Joint Project Plan) will be
required to maintain consistency with this document. If a particular project
requires a change in its scope or plan, Falcon Program Management must be
consulted and this document will be amended under the Change Control processes
defined below.
The work of all teams shall be coordinated and monitored by Program Management
reporting to senior business management.
2.1.2 INDIVIDUAL RELEASE PROJECTS
Each release project will have its own scope, Customization Specification and
Joint Project Plan including release milestones within the overall work plan.
Each project team will be primarily responsible for their release but will work
in parallel with other release teams and third party application teams as
appropriate. Each release project will utilize a waterfall with feedback
development approach.
Within each release project, in addition to a project manager, the team will be
comprised of component "experts" who will move from release team to release team
as subsequent versions of that subject component are developed and deployed.
2.1.3 RISK MANAGEMENT
Risk Management will be performed through identifying each risk, weighing the
risk's probability and impact, identifying mitigation strategy(s) and jointly
weighing if the risk can be averted. All
projects are required to perform risk management and to maintain an active risk
matrix. Falcon program management will maintain a summary Falcon Risk Matrix
derived from the release Project Risk Matrixes with the addition of risks
identified by program management. The summary Falcon Risk Matrix will be
utilized in reporting overall Falcon status to senior management.
The Falcon Project Risk Matrix template is included as Attachment 6.3 to this
document.
2.1.4 CHANGE CONTROL
To ensure that change during a project is accommodated in an orderly manner, all
Falcon projects will use a Change Control Process.
Change Control Processes will be active at two levels;
- At the Program Management level if the change requested is of such
magnitude as to affect the overall program and/or any of the following
documents: Falcon Software Licensing Agreement, Falcon Scope Specification,
Falcon Master Release Plan (this document and its appendices).
- At an individual release project level if the change affects an individual
release and/or the Customization Specification, Joint Project Plan or
subsequent documents.
At either level, all changes in project work items that impact the project
scope, size, complexity or schedule will be documented and administered by this
Change Control process. It will be the responsibility of the Program Managers to
recognize those changes that affect the overall Falcon program management and
resolve those situations through initiation of Change Requests for the affected
release projects or revision to the initial Change Request so as not to impact
the other projects.
All Change Requests that impact scope, size, complexity and/or schedule will be
reviewed by a Change Control Board (CCB), jointly chaired by the Cendant
Technical Program Manager and the Top Producer Falcon Program Manager in
conjunction with the Cendant Business Program Manager.
The review process of all Change Requests will be as follows:
1. Identify the requested change.
2. Analyze the impact of the requested change.
3. Estimate time and cost adjustment caused by the change - time and cost
adjustments will be made based on the following criteria:
- An understanding of the resources and steps needed to address the
requested change.
- An estimation of the effect on dependent tasks in the schedule, on
the critical path and on the overall schedule.
- An estimation of the budgetary implications of the change.
4. Justification of benefits of the requested change vs. the time and
cost.
5. As warranted, preparing an amended version of the milestones and
deliverables schedule that reflects the agreed upon change.
Change Request forms will be used. Should the impact of the change warrant
alterations to the schedule and or budget, these issues will also be noted on
the Change Request form in detail. Upon agreement of a proposed change, a formal
change order will be administered and signed by both Cendant and Top Producer.
The Falcon Change Request template is included as Attachment 6.2 to this
document.
2.1.5 QUALITY ASSURANCE
Each organization will be responsible for the Quality Assurance and particularly
the quality assurance testing of their respective deliverables (internal
testing). Quality Assurance plans will be approved by both the Release Project
Manager and Program Management and will be available for review and discussion
as necessary.
In addition to internal testing, a Quality Assurance plan will be jointly
developed that will select affiliate offices that meet a predetermined profile
to conduct "end to end" system testing. This testing will include processing
data from Falcon through Cendant legacy systems. The testing will include
parallel processing with live production data. Customers will be selected based
on their size, computing environments and ability to actively participate in an
in-depth test over the course of at least one monthly processing cycle.
Mechanisms, comprised of both processes and systems, will be utilized to ensure
detailed tracking, reporting and resolution of all incidents discovered during
the development lifecycle and QA process. Each development team will use
separate incident tracking systems. Each team will submit a report of incidents
that have not been resolved within 1 week of discovery if those incidents affect
project milestone schedules or release dates. A separate mechanism will be
implemented to provide adequate software version control and stability.
Post-implementation incidents and enhancements will be recorded and prioritized
using the same tracking mechanisms established for the development lifecycle and
QA process.
2.1.6 SOFTWARE INTEGRATION PROCESS
A key objective of the Falcon system is to provide a seamless flow of data
throughout the components of Falcon and related systems.
An in depth analysis will be performed for each integration point between
TPOnline, Cendant systems and other third party applications and an integration
specification document will be developed by the prime Cendant development team
based on the decisions of the collaborative analysis performed between subject
applications. The document will also analyze and identify any impact to other
systems interfacing with the Falcon product.
A technical sponsor from each third party system will be required to develop
integration specifications in conjunction with the Falcon project team and
perform specified modifications to applications and all unit and integration
testing through the subject application.
2.2 PROJECT ORGANIZATION
The overall Falcon project will be accomplished through the collaborative
efforts of the Cendant Falcon project team and the Top Producer Falcon project
team.
2.2.1 CENDANT
The Cendant Falcon project team will consist of two major divisions - the
technical division and the business division - with supporting teams.
The Technical Division will be managed by a Technical Program Manager and will
be responsible for management and coordination of all technical aspects of the
project as it relates to Cendant's responsibilities including but not limited
to:
- Supervision of overall product development and deployment
- Coordination and monitoring of site environment establishment
- Interaction with Top Producer technical and project management staff
- Management and supervision of all third parties and integration tasks
- Supervision of Quality Assurance tasks including beta testing with
customers
- Management of Recovery Plan development and testing
- Management of technical system support
- Review and approval of Change Requests
- Interaction with Cendant Senior Management as appropriate with relation to
the Falcon project
The Business Division will be managed by a Business Program Manager and will be
responsible for management and coordination of all business aspects of the
project as it relates to Cendant's responsibilities including but not limited
to:
- Coordination and supervision of all communication regarding Falcon
components, features, functionality and benefits
- Interaction with Cendant Real Estate brands and internal staff for
information sharing, product positioning and communications to external
customers
- Interaction with Cendant Franchise Sales and Administration for information
sharing, product positioning and communications to external customers
- Supervision, creation and monitoring of all training and education aspects
of the Falcon project.
- Interaction with Top Producer technical and project management staff
- Management and coordination of Cendant Broker Advisory Council
- Review and approval of Change Requests
- Interaction with Cendant Senior Management as appropriate with relation to
the Falcon project
The Technical Program Manager and the Business Program Manager will coordinate
and collaborate on a daily basis to ensure that all tasks and events of the
project are managed according to plan and schedule.
The Technical Division shall be structured as follows:
MANAGER OF AFFILIATE PRODUCT - shall be responsible for supervision of all
aspects of the Falcon affiliate product, feature set and functionality. The
manager shall coordinate and supervise quality assurance and testing tasks
including the selection and monitoring of beta tests with selected
Cendant affiliates. The manager shall collaborate with the other managers of the
Falcon project to appoint and supervise test/release teams to support each
release of the Falcon project.
MANAGER OF SALES ASSOCIATE PRODUCT - shall be responsible for supervision of all
aspects of the Falcon sales associate product, feature set and functionality.
The manager shall coordinate and supervise quality assurance and testing tasks
including the selection and monitoring of beta tests with selected Cendant sales
associates. The manager shall collaborate with the other managers of the Falcon
project to appoint and supervise test/release teams to support each release of
the Falcon project.
MANAGER OF FALCON INTEGRATION - shall be responsible for supervision of all
aspects of Falcon integration with other applications including but not limited
to CREST, CGRN, Broker Center and Great Plains and other accounting packages.
The manager shall coordinate and supervise quality assurance and testing tasks
including the selection and monitoring of beta tests with selected Cendant
affiliates and sales associates. The manager shall collaborate with the other
managers of the Falcon project to appoint and supervise test/release teams to
support each release of the Falcon project.
MANAGER OF QUALITY ASSURANCE - shall be responsible for coordination of all QA
teams of the project including those of third party teams. The manager will
assure that all testing from various teams and system components is done in a
standardized manager and according to predetermined QA plans. They will also be
responsible in alerting project management if the QA process has been
compromised in any fashion, the quantity and nature of Severity Level 1 and 2
incidents, reviewing and validating reported issues, approving the product(s)
and product integration for release. They will also assist in the coordination
of beta testing with affiliates and sales associates as required.
ANALYTICAL STAFF - shall be assembled as appropriate to monitor and support each
scheduled release. The staff shall participate in application analysis,
development of feature specifications, development of project and test plans,
development of test data and application testing and coordination of deployment.
Each planned release shall be managed by one of the project managers with select
analytical staff assigned to the assembly and coordination of that release. Due
to the continual quarterly release approach, several teams will be working in
parallel during the lifecycle of the project.
SITE ENGINEER - a Site Engineer from the primary site system location shall be
assigned to and responsible to the technical program manager for the creation of
the Falcon site environment. The Site Engineer shall collaborate with the
project development teams to assembly the system hardware and connectivity
environment, perform capacity analysis, manager hardware and connectivity
component procurements, supervise site setup and stabilization and develop
operational procedures.
The business division shall be structured as follows:
MANAGER OF TRAINING AND EDUCATION - shall be responsible for the development,
deployment and execution of all training and education related to the Falcon
system and its components. This will include the creation of course curriculums,
content and delivery through established training delivery mechanisms. The
manager will be responsible for the training applications procured for this
purpose.
MANAGER OF COMMUNICATIONS/MARKETING - shall be responsible for the creation of
all product and system information to be communicated to the brands, their
franchisees and sales associates. The manager will work with the Cendant and
brand marketing departments to ensure consistency in delivery of information to
end users of the system.
FRANCHISE SALES LIAISON - shall be responsible for conveying information
regarding the Falcon offering to Franchise Sales staff and potential
franchisees. The liaison shall keep abreast of the status of product releases,
release content, product functionality, planned enhancements to assist all
Franchise Sales efforts regarding Cendant Real Estate technology strategies and
plans. The liaison shall further be instrumental in the establishment of Falcon
"showcase" sites for practical demonstration of the Falcon system benefits to
potential affiliates.
BRAND IT DIRECTORS (3) - shall be responsible for conveying all information
regarding Falcon to their respective Cendant real estate brand. The Director
shall keep abreast of the status of product releases, product functionality and
deployment plans. They shall further collaborate and assist with the development
of brand specific content and communications to ensure consistent information to
brand personnel and membership.
Several positions shall have dual reporting responsibility to both the business
and technical program managers for the overall coordination of the Falcon
project.
FALCON DEPLOYMENT MANAGER - shall report to both the technical and business
program managers to provide collaboration for the coordination of registration
from Cendant affiliates, processing of affiliate registration through
orientation, training and delivery of logons and passwords. The manager shall
also be responsible for upkeep of the registration database tracking the
progress and support of each affiliate and sales associate utilizing the system.
PROJECT OFFICE MANAGER- shall be responsible for the tracking and reporting of
all financial and statistical information for the project. The manager will also
be responsible for analyzing the project plan and status against expenditures
and projected expenses and assisting with the review of project plans and
progress against stated deliverables and milestones. The manager will report
financial and statistical status to the program managers on a regular basis.
ADMINISTRATIVE ASSISTANCE - will be required by both Program managers for the
day-to-day support of their role and work effort.
2.2.2 TOP PRODUCER
The Falcon team described here identifies only that staff specifically assigned
to Falcon and does not include that staff assigned to Top Producer's Top
Producer Online Internet Product developments.
FALCON PROGRAM MANAGER - shall be responsible for overall Falcon Program
Management at Top Producer. Maintains Falcon Scope Specification, Falcon Master
Release Plan and all other program level materials. Works with Cendant Technical
and Business Program managers in monitoring program and in reporting to senior
management. Responsible for working with Falcon Product Manager and Release
Project Managers to establish plans, specifications and designs for all Falcon
projects. Shall also be responsible for the review and approval of Change
Requests.
FALCON PRODUCT MANAGER - shall be responsible for overall Falcon Product
definition at Top Producer. Works with Falcon Program Manager to maintain Falcon
Scope Specification, Falcon Master Release Plan and all other program level
materials. Works with Cendant Technical and Business Program managers in
monitoring program and reporting to senior management. Prime responsibility for
supporting Cendant in establishing Release Customization Specifications, for
reconciling and customization requests with generic product functionality and
for guiding product functionality. Review and approval of Change Requests.
FALCON RELEASE PROJECT MANAGER(S) - role assigned for each of Falcon's four
releases, likely will require three active over the course of the Falcon
program. Shall be responsible for the planning
and day-to-day management of a Falcon release and associated deliverables. Will
work with Technical Leads in the management of Top Producer development staff
assigned to a release project.
TECHNICAL LEAD(S) - role assigned for each of Falcon's four releases, likely
will require two active over the course of the Falcon program. Responsible for
the overall design of a release and for the technical leadership of Top Producer
development staff assigned to a release project. Will work with Release Project
Manager in the management of Top Producer staff assigned to a release project.
QUALITY ASSURANCE LEAD(S) - role assigned for each of Falcon's four releases,
likely will require three active over the course of the Falcon program.
Responsible for the leadership and management of all Top Producer Quality
Assurance activities and staff assigned to a release. Will take a leading role
in establishing Project Quality Assurance Plans, Test Plans and Scripts, in
tracking project quality and in issuing Project Quality Reports.
STAFF LEVEL - The management roles identified above and the staff reporting them
require Top Producer to commit 7 fulltime equivalents at project initiation and
approximately 30 fulltime equivalents within 6 months of project initiation.
2.2.3 WORKING TOGETHER
For each Release Project, various members of the above outlined organizations
will be assembled for the planning, development, integration and testing of the
deliverables of that project release. The release project team shall communicate
informally on a daily basis and formally in a weekly teleconference call to
ensure constant communication of progress, issues, decisions and areas of risk
as they are identified. The release project managers (Cendant and Top Producer)
will be responsible for jointly tracking the release project against the
Release's Joint Project Plan and the Customization Specification.
The Cendant and Top Producer Program Managers will hold a weekly Program status
meeting in which the Release Project Managers will report individual project
status.
A Falcon project website will be developed to allow sharing of information among
all teams and parties associated with the overall Falcon project. In addition,
separate sections on the site will be established for each release project team
so that information can be shared within and across each team.
2.3 ORGANIZATIONAL BOUNDARIES AND INTERFACES
The following chart identifies organizations that will interact with the Falcon
team in the development and deployment of Falcon and their role in this
initiative:
----------------------------------------------------------------------------------------------------
Organization Project Role Relationship Assigned
Person
----------------------------------------------------------------------------------------------------
Cendant & Homestore Senior Oversee, advise and approve Project teams report to
Management project events this level
----------------------------------------------------------------------------------------------------
Cendant Real Estate Brands: Provide brand specific business Active communication and
COLDWELL BANKER practices and approaches. information exchange
CENTURY 21 Market and communicate the facilitated by project
ERA system benefits to membership. management via the brand
Identify brand specific IT Directors
technology requirements to the
project team.
----------------------------------------------------------------------------------------------------
Cendant Real Estate Understand Falcon offering and Active communication and
Franchise Sales its benefit to franchisees and information exchange
sales associates. Assist in facilitated by project
communicating the value of the management and the
Falcon system to existing and Franchise Sales liaison
potential users of the system.
----------------------------------------------------------------------------------------------------
CREST Project Team Co-develop integration Key player to integrated
specifications for CREST development effort
integration, business rules,
performance benchmarks and
administrative functionality.
Provide development and QA
teams for system integration
----------------------------------------------------------------------------------------------------
Great Plains/DMS Co-develop integration Interact with project team
specifications for inclusion of for Great Plains
Great Plains application in integration
Falcon system for referral
functionality
----------------------------------------------------------------------------------------------------
Garden City Provide test and production Interact with project team
site environments for Falcon for the specification,
system procurement, establishment
and maintenance of site
hardware and connectivity
and operation of computing
environment
----------------------------------------------------------------------------------------------------
Cendant Affiliate Community End user of affiliate product Provide project team with
and integration effort feedback on product
functionality. Offer
enhancement
----------------------------------------------------------------------------------------------------
recommendations
----------------------------------------------------------------------------------------------------
Cendant Sales Associate End user of associate product Provide project team with
Community and integration effort feedback on product
functionality Offer
enhancement recommendations
----------------------------------------------------------------------------------------------------
Top Producer Quality Supplies Quality Assurance and
Assurance Department Quality Testing services to
project
----------------------------------------------------------------------------------------------------
Top Producer Development Supplies base product from
Teams for Generic Top which branded and customized
Producer Online product. Falcon deliverables are built
----------------------------------------------------------------------------------------------------
Top Producer Multimedia Supplies branded Multimedia
Department content
----------------------------------------------------------------------------------------------------
3 MANAGEMENT CONSIDERATIONS
3.1 KEY ASSUMPTIONS, DEPENDENCIES, AND CONSTRAINTS
ASSUMPTIONS
- Adequate resources will be in place throughout the life of the project.
- Senior management will be available as needed for key approvals and
decisions.
- Cendant brands will not plan or undertake similar or competing initiatives.
- Technology platforms will not alter drastically during the development
process.
- Functionality will be delivered as outlined in Falcon Scope Specification
and Falcon Release Statements.
- No significant changes or enhancements are made to the CREST system.
DEPENDENCIES
- Hardware and connectivity needed will be procured and in place according to
schedule.
- Each team treats all deliverables as priority items to keep within schedule
and plan.
- Consistent and constant communication of status, issues and events
pertaining to project plans and schedules.
CONSTRAINTS
- Aggressive timeline for delivery.
- All personnel required not yet in place.
3.2 MONITORING AND CONTROL
PROJECT CONTROL
A team consisting of: the Cendant Technical Program manager, the Cendant
Business Program manager, the Top Producer Falcon Program Manager and the Top
Producer Falcon Product Manager will jointly control Falcon. This team will meet
weekly, via teleconferencing and will manage and monitor the project using the
processes described within this document. This group's activities will be
focused on organizing and directing their respective organizations to achieving
the milestones defined in the Master Timetable section of this document. This
weekly meeting will also include reporting on the status of active release
projects, review against the project plan, review of the Key Actions/Decisions
List, review of the Project Risk Matrixes and identification of accomplishments
and issues of that period.
This group will maintain the Key Actions/Decisions List containing all program
level actions and decisions. The Key Actions/Decisions List template and initial
draft is Attachment 6.1 to this document.
SCOPE CONTROL
The product scope of Falcon is defined in the Falcon Scope Specification
(reference 1). This document will be used in all product oriented scope
decisions; any changes in product scope will require a revision to this document
and the re-approval of it.
The project scope of Falcon is defined in this document, the Falcon Master
Release Plan. This document will be used in all project oriented scope
decisions; any changes to project scope will require a revision to this document
and the re-approval of it.
The entire scope of Falcon is ultimately defined in the Falcon Software License
Agreement (Reference 2). Any ambiguities will be resolved through reference to
that document.
COST CONTROL
Each organization - Top Producer and Cendant - will be responsible for its own
cost control. Internal mechanisms established by each organization to monitor
and document labor costs, procurements and cost projections are not a part of
this plan. Each organization, however, will use prudent judgement and planning
to maintain costs as expected and will, as a part of good project management,
communicate any significant changes related to cost control that would adversely
affect the success and progress of the project.
3.3 DEPLOYMENT
GENERAL
As outlined in the Release Statements (Section 5, Appendices), products will, as
a general rule, be released in a designated quarter to one brand, and then
deployed to the remaining two Cendant real estate brands in the subsequent
quarter.
The initial brand chosen for the first release will need to remain the lead-off
brand through all Release Statements to have consistency in product generations,
migration, product "builds", training materials and communication vehicles.
ASSOCIATE PRODUCT
The sales associate product will be deployed to the sales associate through the
agreement of the Cendant affiliate who has registered to participate in the
Falcon program. Access to the sales associate product will be limited to those
sales associates whose Affiliates have authorized access through administrative
browser pages that are designed for this purpose. Administrative browser pages
will be accessed only through proper security protocol. As the sales associate
release is scheduled early in the Master Timeline, it will be necessary to have
affiliate registration occur at an early stage of the process in order to
facilitate deployment in a timely manner. Solely Cendant through a Master
Administrative page designed for this purpose will control access to the
administrative functions by an affiliate.
AFFILIATE PRODUCT
All affiliates will be required to register for the Falcon system utilizing the
registration/deployment workflow. The process described at a high-level is as
follows:
- Affiliate registers for the system through the national brand Intranet site
- Registration will be recorded in a database and an orientation package
provided to the affiliate
- The affiliate will register for and participate in training to learn how to
administer the deployment of software to associates and on system use
- Prior to activation on the system the affiliate must successfully complete
training
- Following training, the affiliate will be activated on the system and able
to license associate technology for their company
- Affiliates and their administrative staffs will be required to undergo
subsequent training for each affiliate technology component of the system
prior to activation.
3.4 TRAINING
Falcon specific training materials and courses will be available to affiliates,
associates and Cendant staff through the Cendant Learning Management system. The
Cendant Learning Management System has been designed to allow students to
register for classes online and to keep a student online transcript that is
available to management and the student for review. Training is delivered
primarily through web based training curriculum (WBT). Students will be able to
participate in instructor-led WBT or self-paced asymmetric training available on
a 24X7 basis. Student can repeat classes and results will be recorded in the
students' online transcript.
Falcon will support an interface to the Cendant Learning Management System; the
release stages of that interface are described in the release statements
(Section 5, Appendixes).
3.5 TECHNICAL SUPPORT PLANNING
After deployment, Customer Support will be delivered via Top Producer
technicians based in Vancouver, Canada who have close proximity to the
development team to facilitate timely response to technical support issues.
Support technicians will be trained and certified in the Falcon product
components and also trained on the basic functionality of third party systems
that interact with affiliate and associate components. Toll-free support lines
with a separate and distinct phone numbers for each Cendant brand. The phone
system shall support the branching of calls between affiliates and sales
associates within each brand for more pertinent support assistance. In addition,
a separate line will be established for Cendant staff for quick access to
support personnel.
A separate Service Level Agreement document will be developed by Cendant and Top
Producer that will outline specific hours of operation for support, staffing,
problem escalation provisions based on severity level and issue tracking and
documentation. Metrics will be established as part of the agreement to identify
and track such items as number of calls, type of calls, duration of calls, time
to problem resolution, etc.
3.6 RECOVERY PLANNING
Because of the critical nature of the Falcon application, a Recovery Plan will
be developed that addresses the creation of a backup hot site where Falcon
operations can continue in the event of a disruption to processing at the
system's primary site. The plan will include the identification of the secondary
site, duplication of architecture and environment, emergency cutover procedures
and communications plan. The plan will also include initial as well as ongoing
testing procedures, scheduled transfers of data and system backups and schedules
of periodic test exercises.
4 MASTER TIMETABLE
The timetable below outlines the major dates that will be used to track project
progress at a high level. It is expected that this table will be amended over
the course of the project as progress is made and as other major milestones are
identified.
The completion dates given are based on sufficient, dedicated fulltime staff
being in place to meet the labor demands of the joint project.
------------------------------------------------------------------------------------------------
MILESTONE POINT PRIME/BACKUP PARTY COMPLETION
DATE
------------------------------------------------------------------------------------------------
Falcon Master Release Plan (Initial Draft) Cendant/Top Producer 12/15/00
------------------------------------------------------------------------------------------------
Falcon Project Initiation Cendant/Homestore 1/02/01
------------------------------------------------------------------------------------------------
Falcon Key Actions/Decisions List (Initial Draft) Cendant/Top Producer 1/15/01
------------------------------------------------------------------------------------------------
Cendant/Homestore Master Operating Agreement Closure Cendant/Homestore 2/15/01
------------------------------------------------------------------------------------------------
Falcon Master Release Plan (version 0.6) Cendant/Top Producer 2/15/01
------------------------------------------------------------------------------------------------
Falcon Architecture and Interface Specification Top Producer/Cendant 5/15/01
(version 1)
------------------------------------------------------------------------------------------------
Falcon Release 1 C21 Joint Project Plan Cendant/Top Producer 5/31/01
------------------------------------------------------------------------------------------------
Falcon Release 1 C21 Branding & Customization Cendant/Top Producer 5/31/01
Specification
------------------------------------------------------------------------------------------------
Falcon Architecture and Interface Specification Top Producer/Cendant 7/3/01
(version 1.2)
------------------------------------------------------------------------------------------------
Falcon Master Release Plan (version 0.7) Cendant/Top Producer 8/1/01
------------------------------------------------------------------------------------------------
Falcon Scope Specification (version 1.4) Top Producer/Cendant 8/1/01
------------------------------------------------------------------------------------------------
Falcon Release 2 Joint Project Plan Cendant/Top Producer 8/31/01
------------------------------------------------------------------------------------------------
Establishment of Falcon C21 production site Cendant 8/31/01
environment for Sales Associate component/
administration
------------------------------------------------------------------------------------------------
Falcon Architecture and Interface Specification Top/Producer/Cendant 9/6/01
(version 1.3)
------------------------------------------------------------------------------------------------
Falcon Release 1 C21 Limited Release Top Producer/Cendant 10/10/01
------------------------------------------------------------------------------------------------
Falcon Release 2 Customization Specification (Final) Cendant/Top Producer 10/22/01
------------------------------------------------------------------------------------------------
Falcon Security Specification (First draft) Cendant/Top Producer 10/31/01
------------------------------------------------------------------------------------------------
Falcon Master Release Plan (version 0.8) Cendant/Top Producer 10/31/01
------------------------------------------------------------------------------------------------
Great Plains Integration Specification (Final) Cendant/Top Producer 11/30/01
------------------------------------------------------------------------------------------------
Falcon Release 2 Limited Release to C21 Top Producer/Cendant 1/7/02
------------------------------------------------------------------------------------------------
Falcon Scope Specification (version 1.5) Top Producer/Cendant 2/1/02
------------------------------------------------------------------------------------------------
Falcon Master Release Plan (version 0.9) Cendant/Top Producer 2/1/02
------------------------------------------------------------------------------------------------
CREST Integration Specification (final) Cendant/Top Producer 2/8/02
------------------------------------------------------------------------------------------------
Falcon Release 2 Limited Release to CB Top Producer/Cendant 2/12/02
------------------------------------------------------------------------------------------------
Falcon Release 3b C21 Broker Customization Cendant/Top Producer 2/28/02
Specification (Level 3 customizations base lined)
------------------------------------------------------------------------------------------------
Falcon Release 2 Limited Release to ERA Top Producer/Cendant 3/12/02
------------------------------------------------------------------------------------------------
Falcon Release 3b C21 Joint Project Plan Cendant/Top Producer 3/15/02
------------------------------------------------------------------------------------------------
Customer Support Agreement approved Cendant/Top Producer 3/31/02
------------------------------------------------------------------------------------------------
Establishment of Falcon C21 SIT site environment for Cendant 5/31/02
Affiliate components
------------------------------------------------------------------------------------------------
Falcon Release 3a C21 Agent Customization Cendant/Top Producer 7/15/02
------------------------------------------------------------------------------------------------
Specification (Level 1 & 2 customizations final)
------------------------------------------------------------------------------------------------
Falcon Release 3a C21 Joint Project Plan (final) Cendant/Top Producer 7/15/02
------------------------------------------------------------------------------------------------
Falcon Release 3c CB Joint Project Plan (final) Cendant/Top Producer 7/15/02
------------------------------------------------------------------------------------------------
Falcon Release 3d ERA Joint Project Plan (final) Cendant/Top Producer 7/15/02
------------------------------------------------------------------------------------------------
Falcon Release 3b C21 Joint Project Plan (final) Cendant/Top Producer 8/6/02
------------------------------------------------------------------------------------------------
Falcon Release 3b C21 Broker Customization Cendant/Top Producer 8/19/02
Specification (Level 3 final)
------------------------------------------------------------------------------------------------
Falcon Account and Security Specification (final) Cendant/Top Producer 8/19/02
------------------------------------------------------------------------------------------------
Falcon Agent Billing Specification (final) Cendant/Top Producer 8/19/02
------------------------------------------------------------------------------------------------
Falcon Release 3 Level 3 Customization Specification Cendant/Top Producer 8/19/02
for Account Creation, Agent Administration and Agent
Billing (final)
------------------------------------------------------------------------------------------------
Falcon Scope Specification (version 1.6) Top Producer/Cendant 8/26/02
------------------------------------------------------------------------------------------------
Falcon Master Release Plan (version 1.0) Cendant/Top Producer 8/26/02
------------------------------------------------------------------------------------------------
Falcon Release 3b C21 Broker Customization Cendant/Top Producer 8/31/02
Specification (Level 1 & 2 customizations final)
------------------------------------------------------------------------------------------------
Falcon Release 3a C21 Release to Associates Top Producer/Cendant 10/15/02
------------------------------------------------------------------------------------------------
Falcon Release 3e CB Customization Specification Cendant/Top Producer 10/15/02
(Brand specific Level 3 customizations final)
------------------------------------------------------------------------------------------------
Falcon Release 3c CB Release to Associates Top Producer/Cendant 11/15/02
------------------------------------------------------------------------------------------------
Falcon Release 3f ERA Customization Specification Cendant/Top Producer 12/15/02
(Brand specific Level 3 customizations final)
------------------------------------------------------------------------------------------------
Falcon Release 3e CB Joint Project Plan Cendant/Top Producer 12/15/02
------------------------------------------------------------------------------------------------
Falcon Release 3d ERA Release to Associates Top Producer/Cendant 12/15/02
------------------------------------------------------------------------------------------------
Recovery plan completed Cendant 12/31/02
------------------------------------------------------------------------------------------------
Recovery site established Cendant 12/31/02
------------------------------------------------------------------------------------------------
Falcon Release 3f ERA Joint Project Plan Cendant/Top Producer 2/15/03
------------------------------------------------------------------------------------------------
Falcon Release 3b C21 Limited Release to Affiliates Top Producer/Cendant 2/15/03
and Associates
------------------------------------------------------------------------------------------------
Falcon Release 3e CB Limited Release to Affiliates Top Producer/Cendant 4/15/03
and Associates
------------------------------------------------------------------------------------------------
Falcon Release 3f ERA Limited Release to Affiliates Top Producer/Cendant 6/15/03
and Associates
------------------------------------------------------------------------------------------------
5 APPENDICES
5.1 RELEASE STATEMENT 1
C21 LIMITED RELEASE: DELIVERED ON OCTOBER 7, 2001.
ASSOCIATE PRODUCT
- Browser accessible Associate product supporting:
- Contact Management
- Scheduling
- Listing Management
- Closing Management
- Lead Management
- Outgoing email support
- Reports
- No data conversion from any existing associate product will be available
with this release.
5.2 RELEASE STATEMENT 2
C21 LIMITED RELEASE: DELIVERED ON JANUARY 7, 2002.
CB AND ERA LIMITED RELEASE WILL DELIVERED IN FEBRUARY AND MARCH 2002.
ASSOCIATE PRODUCTS
- Browser accessible Associate product supporting Release 1 features, with
the addition of:
- Incoming and Outgoing email support, including POP3 retreival o Agent
Referral Management
- Improved Communications Library that supports future Content publishing
from the Affiliate.
- Migration of Associate data from Top Producer System 6 and 6i including
Cendant customized brand versions.
5.3 RELEASE STATEMENT 3A, 3C & 3D
▇▇▇▇▇▇▇▇ ▇▇, ▇▇ & 3d are functionally equivelent and have nearly identical
Customization specifications. For that reason, the releases share a release
statement.
RELEASE 3A: OCTOBER 15, 2002 RELEASE TO THE C21 BRAND
RELEASE 3C: NOVEMBER 15, 2002 RELEASE TO THE CB BRAND
RELEASE 3D: DECEMBER 15, 2002 RELEASE TO THE ERA BRAND
FRANCHISE PRODUCT
- Browser accessible Franchiser product that includes:
- Franchiser Content Publishing
- Franchiser Account Management features, including the "Falcon Account
Utility"
AFFILIATE PRODUCTS
- Browser accessible Broker product that includes:
- Broker Content Publishing
- Broker Account Management & Agent Billing features
ASSOCIATE PRODUCTS
- Browser accessible Associate product supporting Release 2 features, with
the addition of:
- Comparative Market Analysis (CMA) product, including access to IP based
MLSs.
- Word Processing
- Data synchronization with Palm Computing Platform Associate Application
- Associate Data Export
- Scheduler
- Agent Billing through a customized integration with the Top Producer
Customer Support System (CSS). (This feature will activate as part of
the release of the 3b project)
- Interaction with the Affiliate products. This interaction will be
activated when the Affiliate products are released, this interaction
will support:
- Lead Management
- Referral Management
- Listings Management
- Closings Management
- Palm Computing Platform Associate Application including:
- Contact Management
- Listing Management
- Closing Management
- Lead Management
- Referral Management
- Data migration from Top Producer for the Palm.
- Data synchronization with the Browser accessible Associate product
5.4 RELEASE STATEMENT 3B, 3E & 3F
Releases 3b, 3e & 3f are functionally equivelent and have nearly identical
Customization specifications. For that reason, the releases share a release
statement.
RELEASE 3B: FEBRUARY 15, 2003 RELEASE TO THE C21 BRAND
RELEASE 3C: APRIL 15, 2002 RELEASE TO THE CB BRAND
RELEASE 3D: JUNE 15, 2002 RELEASE TO THE ERA BRAND
FRANCHISER PRODUCT
- Browser accessible Franchiser Tools product that includes:
- Franchiser Content Publishing
- Franchiser Account Management features updated to support Crest
integration
AFFILIATE PRODUCTS
- Browser accessible Broker Tools product that includes:
- Broker Content Publishing
- Broker Account Management & Agent Billing features updated to support
Crest Integration
- Browser accessible Front Desk product supporting:
- In/Out Board
- Front Desk Scheduling
- Ad calls and Sign calls
- Front Desk Listing Management including Web preview & Web preferences
- Advertising Cost Management
- Scheduling
- E-mail
- Reports
- Browser accessible Back Office product supporting:
- Sales Management
- Transaction and Sales Associate Accounting
- Scheduling
- Reports
- Searching
- E-mail
- Contact Management
- Communications Library
- Browser accessible Lead Manager product supporting:
- Referral Management
- Lead Management
- Browser accessible Service Center product supporting:
- Lead and Contact Action plans
- These Affiliate products will include:
- Universal Password.
- Special Markets
- Preferred Clients
- Integration with each other through sharing the same brokerage
database.
- An integration with Cendant's CREST system that includes
- Associate team functionality necessary to support Crest Awards.
- Listing and Closing exchanges
- Crest Assignments processing.
- Key Management Numbers as a click through to Crest.
- Interaction with the Associate product
- Broker Oriented Agent Billing features
- Top Producer Online Advanced Reporting system.
- Integration with Great Plains accounting system
- Integration with Quickbooks accounting system
- Affiliate Data Export.
ASSOCIATE PRODUCTS
- It is expected that there will be a maintenance release of the earlier
(Release 3a) Associate products at the same time as Release 3b.
6 ATTACHMENTS
6.1 FALCON KEY ACTIONS/DECISIONS LIST
See attached initial version.
6.2 FALCON CHANGE REQUEST TEMPLATE
See attached template.
6.3 FALCON PROJECT RISK MATRIX
See attached initial version.
6.4 FALCON PROJECT TEAM
6.4.1 CENDANT FALCON PROJECT TEAM
See attached organization chart.
6.4.2 TOP PRODUCER FALCON PROJECT TEAM
See attached organization chart.
6.5 FALCON RELEASE 1 BRANDING & CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document.
6.6 FALCON RELEASE 1 JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.7 FALCON RELEASE 2 CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document.
6.8 FALCON RELEASE 2 JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.9 FALCON RELEASE 3a CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document to be provided at a later date.
6.10 FALCON RELEASE 3a JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.11 FALCON RELEASE 3b CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document to be provided at a later date.
6.12 FALCON RELEASE 3b JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.13 FALCON RELEASE 3c CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document to be provided at a later date.
6.14 FALCON RELEASE 3c JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.15 FALCON RELEASE 3d CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document to be provided at a later date.
6.16 FALCON RELEASE 3d JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.17 FALCON RELEASE 3e CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document to be provided at a later date.
6.18 FALCON RELEASE 3e JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
6.19 FALCON RELEASE 3f CUSTOMIZATION SPECIFICATION
Cendant prime.
MS Word document to be provided at a later date.
6.20 FALCON RELEASE 3f JOINT PROJECT PLAN
Cendant prime.
MS Project document to be provided at a later date.
EXHIBIT D
FALCON SCOPE SPECIFICATION (VERSION 1.6)
TOP PRODUCER SYSTEMS
[TOP PRODUCER LOGO]
Falcon Scope Specification
Version 1.6
Author: ▇. ▇▇▇▇▇▇▇▇▇
TOP PRODUCER SYSTEMS
[TOP PRODUCER LOGO]
VERSION HISTORY
-------------------------------------------------------------------------------------------------------
ADD/
MODIFY/
NO. DATE SECTION NO DELETE DESCRIPTION AUTHOR(S)
-------------------------------------------------------------------------------------------------------
1.6 Aug, 26, 2002 All All Revised to reflect the ▇. ▇▇▇▇▇▇▇▇▇
agreement to deliver
Falcon Broker
Functionality to CB and
ERA sooner, to include
Advanced Reporting and to
remove RiTP and to remove
First Flight Migration.
-------------------------------------------------------------------------------------------------------
1.5 Feb, 1, 2002 All All Revised to reflect ▇. ▇▇▇▇▇▇▇▇▇
decision to include Agent
Billing and to remove
certain other features.
-------------------------------------------------------------------------------------------------------
1.4 Aug, 12, 2001 All All Revised to reflect ▇. ▇▇▇▇▇▇▇▇▇
project work and project
decisions.
-------------------------------------------------------------------------------------------------------
1.3 Feb, 16, 2001 2.2.2, modify Incorporation of changes ▇. ▇▇▇▇▇▇▇▇▇
2.5.6.2 reflecting agreements
between Homestore &
Cendant on Feb, 15 & 16.
-------------------------------------------------------------------------------------------------------
1.2 Jan, 31, 2001 all all Incorporation of changes ▇. ▇▇▇▇▇▇▇▇▇
reflecting TOP
PRODUCER/Cendant meetings
in Dec 2000 and Jan 2001
and reflecting Golden
decisions.
-------------------------------------------------------------------------------------------------------
1.1 Oct, 23, 2000 all all Incorporation of changes ▇. ▇▇▇▇▇▇▇▇▇
reflecting meetings with
Homestore & Cendant on
Oct 22.
-------------------------------------------------------------------------------------------------------
1.0 Oct, 16, 2000 all all Incorporation of changes ▇. ▇▇▇▇▇▇▇▇▇
related to Falcon
Contract decisions.
Conversion to Product
Scope Specification
relative to Falcon
Contract.
-------------------------------------------------------------------------------------------------------
TOP PRODUCER SYSTEMS
[TOP PRODUCER LOGO]
VERSION APPROVALS
----------------------------------------------------------------------
SIGNATURE
NO. DATE STATUS APPROVER (on hardcopy)
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
TABLE OF CONTENTS
1 INTRODUCTION TO FALCON................................................................... 6
1.1 PURPOSE OF THIS DOCUMENT............................................................... 6
1.2 DEFINITIONS, ACRONYMS AND ABBREVIATIONS................................................ 7
1.3 REFERENCES............................................................................. 8
2 THE FALCON PRODUCT....................................................................... 9
2.1 VISION STATEMENT....................................................................... 9
2.2 OVERALL FALCON REQUIREMENTS............................................................ 10
2.2.1 Web Based Product and Architecture................................................... 10
2.2.2 Integration with other systems....................................................... 10
2.2.3 User Interface....................................................................... 10
2.2.4 Universal Password................................................................... 10
2.2.5 Single and Multi-office Affiliate Operation.......................................... 10
2.2.6 Agent Billing........................................................................ 11
2.2.7 Internationalization................................................................. 11
2.2.8 Brand Specific Functionality......................................................... 11
2.2.9 Brand Specific Content............................................................... 11
2.2.10 NRT Specific Overall Requirements.................................................... 12
2.3 INTERFACE REQUIREMENTS................................................................. 13
2.3.1 CREST................................................................................ 13
2.3.1.1 Crest Awards......................................................................... 13
2.3.2 Interfaces to Lead Sources........................................................... 13
2.3.3 Accounting Systems................................................................... 14
2.3.4 Training Interface................................................................... 14
2.3.5 Interfaces to Business Partners...................................................... 14
2.3.6 Top Producer Customer Support System................................................. 14
2.3.7 Brand Specific Interface Requirements................................................ 14
2.3.8 NRT Specific Interface Requirements.................................................. 14
2.4 AFFILIATE AND ASSOCIATE SHARED COMPONENT REQUIREMENTS.................................. 15
2.4.1 e-mail............................................................................... 15
2.4.2 Contact Management................................................................... 15
2.4.3 Training............................................................................. 16
2.4.4 Media Library........................................................................ 16
2.4.5 Demographic Information Links........................................................ 16
2.4.6 Brand Specific Affiliate and Associate Requirements.................................. 16
2.4.7 NRT Specific Affiliate and Associate Requirements.................................... 16
2.5 AFFILIATE COMPONENT REQUIREMENTS....................................................... 17
2.5.1 Affiliate (Brokerage) Roles and Feature Security..................................... 17
2.5.2 Front Desk........................................................................... 17
2.5.3 Office Management.................................................................... 19
2.5.3.1 Sales Management..................................................................... 19
2.5.3.2 Transaction and Administration....................................................... 19
2.5.3.3 Associate/Employee Information....................................................... 20
2.5.4 Affiliate Referral Management........................................................ 20
2.5.5 Affiliate Lead Management............................................................ 20
2.5.6 Transaction and Associate Accounting................................................. 21
2.5.7 Accounting Interfaces................................................................ 22
2.5.8 Advertising Management............................................................... 22
2.5.9 Today's Business and Schedule........................................................ 22
2.5.10 Online and printed management reports................................................ 22
2.5.11 Advanced Report Writer............................................................... 23
2.5.12 SERVICE CENTER(TM)................................................................... 23
2.5.13 Brand Specific Affiliate Requirements................................................ 24
2.5.14 NRT Specific Affiliate Requirements.................................................. 24
2.6 ASSOCIATE COMPONENT REQUIREMENTS....................................................... 25
2.6.1 General.............................................................................. 25
2.6.2 Listing and Closing Management....................................................... 25
2.6.3 Closing System Management............................................................ 26
2.6.4 Associate Referral Management........................................................ 26
2.6.5 Associate Lead Management............................................................ 26
2.6.6 Today's Business and Schedule........................................................ 27
2.6.7 Comparative Market Analysis (CMA) Presentations...................................... 27
2.6.8 Mobile Computing Applications (MCAs)................................................. 28
2.6.9 Brand Specific Associate Requirements................................................ 28
2.6.10 NRT Specific Associate Requirements.................................................. 29
2.7 DATA EXCHANGE AND STANDARDS ADHERENCE.................................................. 30
2.8 DATA MIGRATION FROM TOP PRODUCER PRODUCTS.............................................. 31
2.9 DATA IMPORT AND EXPORT................................................................. 32
2.9.1 Affiliate Data Export................................................................ 32
2.9.2 Associate Data Import................................................................ 32
2.9.3 Associate Data Export................................................................ 32
2.10 PERFORMANCE AND THROUGHPUT REQUIREMENTS............................................... 33
2.10.1 Host Transaction Levels.............................................................. 33
2.10.2 Response Time........................................................................ 36
2.11 SECURITY, ADMINISTRATION AND SYSTEM MANAGEMENT........................................ 37
2.11.1 Security............................................................................. 37
2.11.2 Administration....................................................................... 37
2.11.3 System Management.................................................................... 37
2.12 ARCHITECTURE REQUIREMENTS............................................................. 39
2.12.1 Technology Base...................................................................... 39
2.12.2 DataBase Server...................................................................... 39
2.12.3 3-tier Architecture.................................................................. 39
2.12.4 Affiliate and Associate Client Machines.............................................. 39
2.12.5 Mobile Computing Application (MCA) Platforms......................................... 39
2.13 SCOPE, BRAND SPECIFIC FUNCTIONS AND OPTIONS........................................... 40
2.13.1 Scope................................................................................ 40
2.13.2 Brand Specific Functions............................................................. 40
2.13.3 Options.............................................................................. 40
3 APPENDICES............................................................................... 42
3.1 CONTACT RECORD FIELDS.................................................................. 42
3.2 RESIDENTIAL LISTING RECORD FIELDS...................................................... 43
3.3 RESIDENTIAL TRANSACTION RECORD FIELDS.................................................. 45
3.4 ASSOCIATE/EMPLOYEE RECORD FIELDS....................................................... 46
3.5 LEAD RECORD FIELDS..................................................................... 47
3.6 TRANSACTION AND ASSOCIATE ACCOUNTING RECORD FIELDS..................................... 48
1 INTRODUCTION TO FALCON
Falcon is the name of a system product for Cendant Real Estate and its brands,
Century21, Coldwell Banker and ERA, that is being developed for Cendant
Corporation by TOP PRODUCER Systems Inc.
Falcon will be an integrated Affiliate and Sales Associate system that provides
Cendant Real Estate Affiliates and Sales Associates with a Web based turnkey
technology solution that lessens the need for certain individual software
purchases. It further provides Cendant with the added value of a technology
deliverable within the franchise environment that establishes franchise members
and their associates on a single technology platform for communication and
deployment.
1.1 PURPOSE OF THIS DOCUMENT
The first purpose of this document is to specify all of the key high level
aspects of the Falcon Product's Scope.
The second, and equally important, purpose of this document is to serve as the
highest defining project document within project Falcon. This document contains
Falcon's Scope and contains every major Falcon Requirement. As a result, this
document is the reference upon which succeeding, more detailed Specification and
Design documents will be based.
This document will be maintained over the course of project Falcon and that the
Change Control of this document will be integral to the Program Management
Processes of Falcon.
1.2 DEFINITIONS, ACRONYMS AND ABBREVIATIONS
The following terms shall have the following meaning within this
Document:
-----------------------------------------------------------------------------------------
Affiliate Cendant term for a Broker.
-----------------------------------------------------------------------------------------
Associate Cendant term for an Agent.
-----------------------------------------------------------------------------------------
Business Requirement Requirements that are based on business conditions or
needs.
-----------------------------------------------------------------------------------------
CSS Customer Support System. Top Producer's CRM system with
extensions to support Falcon.
-----------------------------------------------------------------------------------------
Component Major functional element in the Falcon system.
-----------------------------------------------------------------------------------------
Feature Specific aspect or function of a Component.
-----------------------------------------------------------------------------------------
GCI Gross Commission Income
-----------------------------------------------------------------------------------------
Lead A contact that has been passed to an Affiliate
or Associate and where the passing of the
contact does not imply that there will be monies
paid to the source of the contact. A lead passed
to an Associate by an Affiliate may however,
imply that the Associate will receive a lower
commission in the event of a sale.
-----------------------------------------------------------------------------------------
Referral A referral is a contact that implies that,
should the referral result in a sale, the
referral recipient is obliged to pay monies to
the source of the referral. The referral fee may
be a flat fee or a percentage of the commission.
-----------------------------------------------------------------------------------------
LTS Lead Transmission Standard, a standard for the
transmission of Real Estate Leads over the
Internet.
-----------------------------------------------------------------------------------------
MCA Mobile Computing Application. Term that refers to
Associate Applications executing on Mobile Computing
Platforms such as Palm Platforms.
-----------------------------------------------------------------------------------------
MLS Multiple Listing Service
-----------------------------------------------------------------------------------------
MOB Multiple Office Broker
-----------------------------------------------------------------------------------------
NAR National Association of Realtors
-----------------------------------------------------------------------------------------
NRT National Real Estate Trust.
-----------------------------------------------------------------------------------------
Offline Operational Mode of the Associate Component when
the Component does not have an Internet
connection to the server based components.
-----------------------------------------------------------------------------------------
Online Operational Mode of the Associate Component when
the Component does have an Internet connection
to the server based components.
-----------------------------------------------------------------------------------------
Sales Associate (SA) Cendant term for an Agent.
-----------------------------------------------------------------------------------------
1.3 REFERENCES
------------------------------------------------------------------------------------------------------------------
1 CENDANT Corporation Project "Falcon" Cendant Corporation March, 1999
Version 1.1
Request for Proposal Document
------------------------------------------------------------------------------------------------------------------
2 Reply to Cendant Corporations TOP PRODUCER Systems Inc.
Request for Proposal for Project Falcon April, 2, 1999
------------------------------------------------------------------------------------------------------------------
3 Consulting Services Agreement between Cendant Corporation Cendant/ TOP PRODUCER
and TOP PRODUCER Systems Inc. Feb, 10, 2000
------------------------------------------------------------------------------------------------------------------
4 TOP PRODUCER Lead Transmission Standard TOP PRODUCER Systems Inc.
(LTS v2.0) March, 1, 2000
------------------------------------------------------------------------------------------------------------------
5 FINAL TOP PRO 10_27_.doc (Falcon Software License Agreement) Homestore/Cendant
------------------------------------------------------------------------------------------------------------------
6 Falcon Agent Billing Cendant
Version 1.3
------------------------------------------------------------------------------------------------------------------
7 Falcon Account Creation Cendant
Version 2.4
------------------------------------------------------------------------------------------------------------------
2 THE FALCON PRODUCT
2.1 VISION STATEMENT
Falcon will provide Cendant Real Estate members with an integrated
Affiliate/Sales Associate* system that is a turnkey technology solution
lessening the need for certain technology purchases. This offering endeavors to
further provide income opportunities through connections with Cendant
Corporation, its Real Estate brands and its other business units. Through the
use of integrated modules, real time information and streamlined data flow,
Cendant Real Estate Affiliates and Sales Associates will enjoy efficiency in
many real estate business processes. The system will also provide the platform
by which Cendant could continue to deliver technology solutions, industry
knowledge and connectivity that could be useful to its Affiliates and Sales
Associates.
------------------
* Cendant refers to its member brokers as "Affiliates" and its real estate
agents as "Sales Associates".
2.2 OVERALL FALCON REQUIREMENTS
This section specifies all requirements that affect all Falcon components and
products.
2.2.1 WEB BASED PRODUCT AND ARCHITECTURE
All of the components required for Falcon shall be incorporated into a web-based
integrated product that shall include security, monitoring mechanisms and
controls.
2.2.2 INTEGRATION WITH OTHER SYSTEMS
Falcon will be fed with data by Cendant, the three brands, Affiliates,
Associates and partners (both Internal and External) and will have interfaces to
certain other systems (ref section 2.3). Falcon will have the ability to
exchange information with these other systems without requiring redundant entry.
For example, a Sales Associate will be able to enter a listing record, have it
confirmed by the Office Manager, accepted by Cendant, and posted to the Sales
Associate's brand's consumer website without redundant data entry.
Integration with other Cendant Applications is a key goal of Falcon.
2.2.3 USER INTERFACE
All functionality, unless otherwise specified, shall be accessible through a Web
browser.
At least a portion of the functionality provided by certain other systems, such
as Crest will be accessible through Falcon (section 2.3).
Falcon shall integrate these other systems wherever possible and logical and in
doing so will front-end the other system's functionality, providing to the user
a "single application look and feel".
Falcon shall also, where required, support a Click Thru style pass through to
the User Interface of the other systems.
2.2.4 UNIVERSAL PASSWORD
Falcon shall make provisions for a universal password scheme allowing Associates
and Affiliates to, as a result of logging onto Falcon, gain logon privileges on
the other systems that are integrated with Falcon. This facility is needed to
allow easy navigation from within Falcon.
This facility should not be obvious to the typical user.
It is envisioned that Falcon's Universal Password system will utilize the CREST
database for the verification of valid Affiliate and Sales Associate information
as well as to check the current status of these system users.
2.2.5 SINGLE AND MULTI-OFFICE AFFILIATE OPERATION
Falcon shall handle both single and multiple office scenarios (based upon the
preference of the Affiliate) where data entry and reporting may be done in a
distributed or centralized manner.
Falcon will be configurable to support:
- Single office only.
- Multi-office, centralized entry, centralized accounting.
- Multi-office, branch entry, centralized accounting.
- Multi-office, branch entry, branch accounting.
- Reports may be done on any office or from head office.
- Branches may do reports on their own performance, and other offices as
permitted by the head office.
2.2.6 AGENT BILLING
Associate product will be made available to Cendant Sales Associates for a
monthly license fee. This price will be charged to the Sales Associates directly
or to a Cendant Broker paying for the license on the Sales Associate's behalf.
The mechanism to charge the Sales Associates and Brokers will be put in place
through integration between Falcon and the Top Producer Customer Support System.
2.2.7 INTERNATIONALIZATION
Falcon shall make allowance for a later release to international Affiliates,
where multiple language versions will need to be supported.
Falcon shall make the following provisions for internationalization:
- Utilization of the underlying Microsoft Unicode International
methodology foundation to enable both internationalization and
localization.
- Following the guidelines and checklists recommended by Microsoft for
adherence to the Unicode standard.
- Establishing one code base and one data storage format for all editions
of the product.
2.2.8 BRAND SPECIFIC FUNCTIONALITY
With the specific exception of those items listed in Section 2.14, the
functionality of Falcon shall be the same for all three real estate brands.
2.2.9 BRAND SPECIFIC CONTENT
While Falcon will support only that brand specific functionality specifically
listed in Section 2.14; its structure will keep each brand in the forefront upon
their membership. In order to maintain brand recognition, Falcon's structure
will allow each brand to have a separate "look". As well, multimedia content
(i.e. letters, postcards, marketing mailings), will be supplied by the brand.
2.2.10 NRT SPECIFIC OVERALL REQUIREMENTS
There are no NRT specific overall requirements.
2.3 INTERFACE REQUIREMENTS
This section specifies all requirements related to the Interfaces between Falcon
and other systems.
2.3.1 CREST
Falcon will interact with Crest through an on-line exchange of data related to
the entry and progression of listing and closing data. It is envisioned that
Falcon will be the primary Affiliate & Associate user environment for
progressing listings and closings and that an on-line exchange of data will be
used to keep the Crest database in sync with Falcon.
To limit intrusion on a broker's financial data, Falcon will not request
overwrites of data fields that have been utilized in the calculation of
franchise fees such as gross sale amounts, associate commissions, MLS fees, etc.
Since it is possible for CREST data to be updated without the Falcon database
being aware of the change (i.e. audit transactions), the two databases could
potentially become out of sync. In order to allow this a data ownership and
two-way synchronization scheme will be supported.
Falcon's Crest interface will include the ability to support Crest assignments
through the exchange of standard state message exchanges. Falcon will be
essentially unaware of assignments.
Falcon's Crest interface shall include the ability to establish Web preferences
and will provide a basic web previewing capability.
Falcon will support a portal style pass through to Crest to allow Affiliate
access to Crest's reporting capabilities.
2.3.1.1 CREST AWARDS
Falcon shall interface to Crest to allow Brokerages to interact with Crest's
Team Awards capability.
2.3.2 INTERFACES TO LEAD SOURCES
Falcon shall incorporate an interface that allows a range of systems, such as
▇▇▇▇▇▇▇.▇▇▇, the Cendant consumer sites and Affiliate owned Sites to send leads
to the Falcon database. This interface will be built utilizing the XML based,
Lead Transmission Standard (LTS), a TOP PRODUCER initiated industry standard
(reference 4).
The use of LTS will provide Falcon with the functionality to deliver, track and
monitor the status of consumer "leads" to Affiliates and Associates. The Falcon
Affiliate Component in particular will support the notification of status on
leads received from the various sites back to the site and will manage the
delivery of the leads to Associates.
Further details on Lead Management at the Affiliate and Associate levels are
given in sections 2.5 and 2.6 respectively.
2.3.3 ACCOUNTING SYSTEMS
Falcon shall provide the functionality to allow the transfer of income, expense,
vendor payables, trust accounting and SA billing/deduction information from the
Affiliate Component to select third party accounting applications. Further
detail is supplied in section 2.5.
2.3.4 TRAINING INTERFACE
Falcon shall make provision for an interface to an external Web based training
module.
Cendant will procure the external Web based training module from a training
specialist company, this training module is outside the scope of Falcon.
2.3.5 INTERFACES TO BUSINESS PARTNERS
Falcon's foundation shall support real time communication and data exchange with
business partners such as mortgage companies, title companies, lenders and
survey companies where appropriate.
This foundation will also include the ability to link provider(s) of demographic
information and append listing information (i.e. property types, price ranges,
school information, etc. including geographic information) including location
information and driving directions.
2.3.6 TOP PRODUCER CUSTOMER SUPPORT SYSTEM
To support the Agent Billing feature, Falcon shall support an interface to the
Top Producer Customer Support System.
2.3.7 BRAND SPECIFIC INTERFACE REQUIREMENTS
None unless specified in section 2.14.
2.3.8 NRT SPECIFIC INTERFACE REQUIREMENTS
There are no NRT Specific Interface requirements.
2.4 AFFILIATE AND ASSOCIATE SHARED COMPONENT REQUIREMENTS
This section specifies requirements on components that are common to the
Affiliate and Associate. Unless otherwise stated within the requirement, the
Affiliate and Associate requirement is identical.
2.4.1 E-MAIL
Falcon shall provide the ability to, from a Contact record: launch a browser
based e-mail window and automatically populate the address field with the
contact's e-mail address. This browser based email window shall allow e-mail to
be generated from that point in the application.
Users will be provided with an inbox, outbox and the ability to create and
manage their own folders. e-mail may be associated to any contact record for
instant retrieval from the record. Sent e-mail and associated attachments will
be linked to the contact record for historical purposes.
Falcon will inter-operate with the existing, branded e-mail systems and
addresses, allowing a Falcon e-mail user to collect e-mail directed to the brand
address in their Falcon Inbox.
Falcon shall provide the ability for users to send mass e-mail to any or all of
their contacts with email addresses, and create lists of all records without
email addresses for alternate contact, regular mail, phone, etc.
2.4.2 CONTACT MANAGEMENT
The Contact Manager shall have the following features:
- Contact's name, spouse or secondary contact's information, and address
details.
- Unlimited amount of information for contact: Unlimited notes will be
available for present/future home, listings and closings.
- Support for user definable fields.
- Complete property statistics for the Contact's properties. Ability to
store additional property information for any other property.
- Present/Future home functionality
- Assign multiple categories to a record. Unlimited contact types and
user definable, including the ability to ▇▇▇▇ a contact business or
personal. An unlimited amount of contact types may be associated per
contact record.
- Inquiries initiated by consumers on brand web sites will be
automatically added to the Associate's contact manager.
- Action Plans.
- Photographs: The ability to add pictures, contact photos, maps, and
full support for IPIX 360-degree format. All photos will be stored in a
compressed format.
- The ability to Rolodex through displayed contacts. Contacts are
displayed in a rolodex, allowing the user to jump to another contact
instead of having to Rolodex through the list to get to the needed
contact.
- Searching: There will be two ways to search. The first will provide a
very simple interface, the second will provide a more advanced search
enabling the user to combine criteria from the contact record,
listings, and closings. The second search approach will allow the user
to search for contacts based on an unlimited amount of selected
criteria and will provide a Boolean logic option for advanced
searching. The search engine will be able to save searches, reducing
the need for recreating standard searches over and over again
- Affiliates and Associates shall be able to generate postcards, letters,
flyers, brochures, and email, labels and envelopes from directly from
the contact record. Affiliates and Associates will also be able to
merge correspondence formats such as letters, postcards, flyers,
brochures, email, envelopes, and labels from any search result.
The Contact Record fields are given in the Appendices.
2.4.3 TRAINING
Falcon training will utilize a web based training module that Cendant will
procure from a training specialist company.
2.4.4 MEDIA LIBRARY
Falcon shall include a centralized library of letters, flyers and postcards for
Affiliate and Associates. This library will support the following features:
- Saving of communications materials and information on the materials
name, date and time printed with a link to the contact's record for
review, editing, printing and viewing of contact "History". This
linkage to the contact record will support the user in maintaining a
complete record of communications with a contact.
- The ability to use content in mail merges and save customized versions.
- Each user will have their own library of personally customized letters,
postcards, envelopes, and labels that they may edit, create new, copy
or delete.
- The user's personal library of communications materials will also be
able to exchange documents as required with other users.
- Letters, postcards, flyers and other printable documents may be sent as
HTML email.
2.4.5 DEMOGRAPHIC INFORMATION LINKS
Falcon shall provide the ability to click through to provider(s) of demographic
information and will append demographics, local information, driving directions
and other data (i.e. property types, price ranges, school information, etc.
including geographic information).
All related licensing and content fees related are Cendant's responsibility.
2.4.6 BRAND SPECIFIC AFFILIATE AND ASSOCIATE REQUIREMENTS
None unless specified in section 2.14.
2.4.7 NRT SPECIFIC AFFILIATE AND ASSOCIATE REQUIREMENTS
There are no NRT specific Affiliate and Associate Requirements.
2.5 AFFILIATE COMPONENT REQUIREMENTS
This section specifies requirements for the Falcon Affiliate Components.
For the purposes of this document, this component of Falcon will also be
referred to as the "Office Component".
2.5.1 AFFILIATE (BROKERAGE) ROLES AND FEATURE SECURITY
Falcon shall provide a flexibility of Affiliate security that supports the
office operational modes comparable to those used in Crest in 4Q, 2000.
The Affiliate will access a security setup screen that allows them to define the
security permissions for each office. These security permissions will provide
varying levels of access to administrative staff and Associates. Confidential
passwords will be assigned at the Management level, Administrative staff level
and Associate level. While management has access at all levels, administrative
staff would not access any confidential information.
Associates/assistants will be able to access office listings.
2.5.2 FRONT DESK
This application is designed for the use of front desk personnel and management.
Users will have fast access to and information on office listings; record and
track sign and ad calls from consumer prospects and other Associate inquiries,
record showing appointments, print/e-mail or page a notification message for the
listing Associate. The system will provide the capability to view listings by:
- Street.
- Associate name.
- Price range.
- MLS number.
- Other user definable criteria.
This application will feature an electronic in/out board to assist the
receptionist in managing in-coming calls.
The Front Desk functionality will include the quick listing lookup features
described above for Front desk as well as floor duty Associates.
LISTING INFORMATION
Listing information will be accessible and viewed by administrative staff or
sales associates such as the floor duty Associate. The listing information will
include a complete record of activities associated with a specific listing
including, showing appointments, ad/sign calls, inquires by other Associates.
AD CALLS AND SIGN CALLS
A receptionist or `call coordinator' shall be able to record the source, date
and time of the call as well as the name and phone number of the caller
including notes. Also the address of the property and listing Associate will be
accessible.
Additionally reports will be available to be generated to assist the Affiliate
in measuring the effectiveness of advertising and follow-up on leads assigned to
Associates.
SHOWING APPOINTMENTS
Appointments to show office listings may be set by the call coordinator or the
listing Associate. The showing Associate's office, Associates name, date and
time and relevant information can be easily entered and linked to the specific
listing. The showing information will be linked to the listing record and can be
printed or e-mailed to the listing Associate.
SHOWING FEEDBACK
The system will provide the ability to receive feedback from the showing
Associate. A form will be available requesting feedback that can be
faxed/e-mailed to the showing Associate. It can be easily completed and sent
back to the user. The information will be automatically added to the Listing
record.
ACCESS TO LEAD MANAGEMENT COMPONENT
Prospect information from ad and sign calls including general inquiries,
walk-ins can be generated and entered into the Lead Management Component. This
information can be assigned to a specific Associate to follow-up. The `call
coordinator' will also use follow-up to enable the assigned Associates to
contact prospects.
ACCESS TO ASSOCIATE/EMPLOYEE INFORMATION COMPONENT
This feature will allow the user to enter or view basic information on sales
associates and office employees including contact/e-mail numbers, temporary
notes (vacation dates, floor duty times) and personal information.
IN/OUT BOARD
The I/O Board will allow monitoring of which Associates are in the office and
who is out. This feature will integrate with the Associate/Employee Information
Component to post messages, instructions, expected return time, etc.
MESSAGES & PAGING
A built-in electronic message capability eliminates incomplete or illegible
written messages. Messages can be e-mailed or printed for distribution to sales
associates.
ASSOCIATE EXPENSE TRACKING & BILLING
The user will have the ability to enter and track the use of supplies and
services by Sales Associates and employees. This feature will integrate with
Transaction and Associate Accounting for the preparation of Associate invoices.
REPORTS
The Front Desk component will provide reports including:
- Office listing inventory.
- Listing activity report: recording sign/ad calls and showing reports.
- Daily activity report: records new listings, price changes, and other
information.
- Advertising analysis report designed to determine effectiveness of
advertising including signage.
- Prospect list including the name, assigned Associate name, and prospect
source.
- Associate Account and Statement.
2.5.3 OFFICE MANAGEMENT
This Component shall include the following items including transactions for
listings, closings, Sales Associates and office information:
- Sales Management (the ability for Affiliates to monitor progress and
productivity by viewing listings, closings, and SA/office
productivity).
- Transaction and Administration (Residential Listings, Residential
Commissions and Disbursements).
- Associate/Employee Information (name, address, Social Security #,
phone, e-mail, etc.).
2.5.3.1 SALES MANAGEMENT
Falcon will provide the ability for Affiliates to monitor office progress and
productivity by viewing listings, closings, and SA/office productivity. Office
productivity data will be available through on-screen and printed reports.
Management will have the ability to monitor types of leads/referrals both sent
and received. This includes the capability of assigning leads to sales
associates including tracking and follow up.
Falcon will provide Affiliates with strategic management information and reports
for aspects of their business. This will include a wealth of reporting on
company listings, closings, referrals, Associate-performance and office
productivity.
2.5.3.2 TRANSACTION AND ADMINISTRATION
RESIDENTIAL LISTINGS
Falcon will maintain comprehensive listing records.
The Listing Record Fields are given in the Appendices.
RESIDENTIAL COMMISSIONS AND DISBURSEMENTS
Falcon will maintain comprehensive transaction records. The system will allow
for the entry and user defined design of incentive programs for Sales
Associates. It will allow for multiple plans for a single SA, allowing different
splits for company or self generated leads. Related commission payment data and
deduction information can be transferred to Affiliates accounting software.
Falcon will provide the ability to preview anticipated payments to be made at
closing and will export payments amounts to user's accounting package for check
printing. Falcon will not accommodate the printing of checks.
The Residential Transaction record fields are given in the Appendices.
2.5.3.3 ASSOCIATE/EMPLOYEE INFORMATION
Comprehensive records will be maintained on associates and employees. In
addition to general information, sales associate records will contain their
transaction records, sales productivity, pay/incentive plan specifics, standard
Associate deductions and account details, coaching/recognition action plans and
notes.
The Associate/Employee record fields are given in the appendices.
2.5.4 AFFILIATE REFERRAL MANAGEMENT
The system will provide the ability to track the life cycle of referrals both
sent and received. The Affiliate may apply customized follow up plans to track
and determine the status of each referral during the life cycle. The Affiliate
will be able to assign referrals to Sales Associates and automate the tracking
and follow-up. For example, confirmation that the Sales Associate has made
contact with the referred prospect and is providing the level of service
necessary to convert the referral into a transaction.
The objective is to convert a much higher percentage of referrals to
transactions.
2.5.5 AFFILIATE LEAD MANAGEMENT
Falcon shall include a Lead Transmission Standard (LTS) interface to Lead
Sources. Affiliate Lead Management will interact with these interfaces to
support Affiliate lead requirements.
Falcon will provide a call coordinator ability that allows the Affiliate or
office call coordinator to capture in-coming leads in its database and to assign
company generated leads to the Associates on a manual or automatic rules based
rotation basis. The rules for automatic distribution will include the Affiliates
option of, or combination of, alphabetic rotation, Associate specialty,
Associate volume or selected Associates only in rotation.
At the Affiliate's option, fees resulting from company leads that convert into
sales, can be automatically split at a higher rate by the commission calculation
section of the program.
The lead management functionality will generate reports on lead closing ratios
so the Affiliate can coach Associates and reward or restrict future leads based
on performance. Lead conversion ratios and lead details will be consolidated
with other productivity benchmarks in the Associate's record for on-going sales
management. Managers will be able to conduct coaching sessions with the
distributed lead names at their fingertips, allowing them to more effectively
probe closing ratios. Managers will be able to determine whether the leads were
really worked. If the Associate is not working the leads, the associate, who may
be doing reasonably well already, simply needs to be removed from the lead
distribution rotation.
The Lead record fields are given in the Appendixes.
2.5.6 TRANSACTION AND ASSOCIATE ACCOUNTING
Falcon will provide Affiliates with tools that supply accounting features to
manage the specific accounting needs of an Affiliate company. This will include
Transaction Accounting, General Business Journal, Vendor Payables, Associate
invoices/billing/receivables and Trust Accounting.
TRANSACTION ACCOUNTING
The `Distribution and Deduction' functionality' will include the accounting
entries in the closing/escrow transaction. This includes:
- Closing Commission
- Gross Commission on the listing and selling side
- Other Income & Bonus commissions
- Referral fees and other Off-the-top deductions
- Book of Business fees
- Remaining Gross Commission
- Remaining-in-house Commission
- Gross Associate Commission
- Associate deductions
- Associate other income & bonus
- Associate credits
- Company Dollar
- Net Income
GENERAL BUSINESS JOURNAL
The system is designed to use the General business journal (GBJ) as the staging
area for accounting entries to be exported to the Affiliate's primary accounting
program. It will include a `General Ledger' functionality to analyze the GBJ
entries and provide reports based on specific date range and criteria: Monthly
totals, Journal entries by account, Check register and Cash flow.
VENDOR INVOICES/ASSOCIATE BILLING/ASSOCIATE INVOICING
This vendor/payables features includes the ability add, edit and delete invoices
received from outside vendors, journalize the payment of these invoices and ▇▇▇▇
the Sales Associates for the portions of the invoices they owe. Vendor invoices
can be sorted by; name, paid or unpaid. A history is kept of business with each
vendor in the contact record.
The system allows single invoices to be conveniently `spread' across multiple
Associates greatly easing data entry. Tag lists, groups of Associates names, can
be saved and used for billing Associates. Each Associate's account is
simultaneously posted the correct debit amount.
Associate/Employee credits, monies received, can be applied to a specific debit
account item in the Associate's account record. In addition, the employee credit
can be applied to the Affiliate's accounting program as a credit to an expense
account.
TRUST ACCOUNTING
The system will track and manage escrow/trust accounts and can provide
notification of aged accounts and interest details.
The Trust account journal is primarily used for audit purposes. The Trust/Escrow
displays: Summary of Closings in Trust, Trust Account Journal, Trust Account
Ledger. The Trust Account
Journal and Summary of Closings in Trust can be viewed by a user selected "as of
date" and printed in a statement format to include the total amount of funds
being held in trust.
2.5.7 ACCOUNTING INTERFACES
Falcon shall provide the functionality to allow the transfer of income, expense
and SA billing/deduction information from the Affiliate Component to certain
third party accounting applications. The system will provide import of COAs and
exports to Quick Books and Great Plains.
2.5.8 ADVERTISING MANAGEMENT
Falcon shall allow brokers to budget, track and log advertising usage and costs
and will facilitate per agent billing.
2.5.9 TODAY'S BUSINESS AND SCHEDULE
The system will provide management and administrative staff with a centralized
`Today's business' calendar of appointments, reminders, follow-up calls, tasks
and events relating to customers, Sales Associates and general marketing. There
will be both a calendar view and to-do compartments that allow batch printing,
etc.
Action plans will be available that contain call reminders, pre-written
sequenced letters, postcards, email and to-dos. These plans will be assignable
to contacts, Associates, listings and closings.
2.5.10 ONLINE AND PRINTED MANAGEMENT REPORTS
The system will provide an array of screen and printed management reports for
analysis and business management of the Affiliate. The reports can include
listing/closing and SA reports for both single and multi-office environments.
The reporting feature will support consolidation of multi-office company data
and will be governed by the security rules set up by the Affiliate.
Standard office management reports will include:
LISTING REPORTS
- Active Listings by Associate
- Listings by Property Type and City
- Listings by Source
- Active Listings by Office
- Average List Price Trend Analysis Graph
- Listed Volume Trend Analysis Graph
- Listed Units Trend Analysis Graph
- Listing Generation: Associate vs. Company
CLOSING REPORTS
- Pending Transactions by Office
- Pending Transactions by Associate
- Closed Transactions by Office
- Closed Transactions by Associate
- Closed Transactions by Source
- Closing Analysis: In-House vs. Co-Broker
- Company Dollar Trend Analysis Graph
- Average Sale Price Trend Analysis Graph
- Sold Volume Trend Analysis Graph
- Sold Units Trend Analysis Graph
- Closing Generation: Associate vs. Company
ASSOCIATE/EMPLOYEE REPORTS
- Associate Listing Performance
- Associate Closing Performance
- Associate Rankings
- Associate Payments to Company
- Associate Earnings Graph
- Associate GCI Allocation Graph
- Associate RIC Allocation Graph
- Associate Company Dollar Allocation Graph
- Associate Unit Allocation Graph
- Associate Sales Volume Allocation Graph
- Associate Commission Deductions
REFERRAL REPORTS
- Referral Volume by Type
- Received Referrals by Source
- Sent Referrals by Recipient
- Pending Referral Receivables/Payables
- Paid Referral Receivables/Payables
2.5.11 ADVANCED REPORT WRITER
The Falcon Affiliate component shall include the Top Producer Online Advanced
Reporting solution. This solution will include features such as:
- Scheduled reports.
- End user tailor-able reports, to allow column reordering, column
suppression, column sorting, column and row shading, tailored Headers
and Footers and look and feel variation via fonts & ▇▇▇▇▇▇▇.
- Report data export to PDF, Excel & text formats.
2.5.12 SERVICE CENTER(TM)
The Service Center(TM) provides Affiliates and Associates with an automated
workflow application that facilitates the tracking and incubation of leads and
referrals within a Brokerage and in co-ordination with the Associates in that
Brokerage.
2.5.13 BRAND SPECIFIC AFFILIATE REQUIREMENTS
None unless specified in section 2.14.
2.5.14 NRT SPECIFIC AFFILIATE REQUIREMENTS
There are no NRT specific Affiliate requirements.
2.6 ASSOCIATE COMPONENT REQUIREMENTS
This section specifies requirements for the Falcon Associate Components. Unless
otherwise stated, these requirements are also requirements of the Associate's
assistant.
For the purposes of this document, the Associate Component is also referred to
as the Sales Associate Component (SAC).
2.6.1 GENERAL
The Sales Associate Component (SAC) shall:
- Supply a Comprehensive Associate level productivity feature set.
- Be web-based.
2.6.2 LISTING AND CLOSING MANAGEMENT
The SAC shall have:
- The ability to enter listing information in detail.
- Task checklists.
- Follow-up reminders.
- A journal of activities for parties involved in the transaction.
- Contact record updates.
- The ability to store information for historical and legal purposes.
Listings system feature set:
- The user will be able to create a listing file for any properties
associated to the seller's record. This file will include: Listed
property address, Property Photo(s), Property details, Listing status.
- Activity tracking - Activity tracking encompasses checklists, follow up
reminders, and registering activities completed back to any of the
closing parties associated.
- Listing notes.
- Include/excluded (from the sale).
- Direct link to the seller's record.
- Ability to automatically create a closing/escrow transaction.
- Marketing statistics.
- Ability to auto-dial the seller.
- Listing reports.
- Listing deletion.
- Ability to display a summary of Listings.
- Rolodexing from one listing to the next.
- Listing expiration reminder system.
- Ability to automatically generate a 100% completed flyer/brochure from
completed listing form.
- Ability to search for listings by date range.
- Automatic communication of listing record to back office system for
acceptance into inventory.
- Synchronization with the TOP PRODUCER for Palm Computing Connected
Organizers.
- Tracking of total inventory value.
- Automatic and user updated seller service reporting with timed delivery
reminders.
2.6.3 CLOSING SYSTEM MANAGEMENT
The Associate will be able to create a closing file for any properties
associated with a contact record. This file will include;
- Closing property address
- Property Photo(s)
- Property details
- Closing Status - automatically updates listing status
- Ability to add an unlimited amount of participants to a closing
transaction
- Ability to auto dial any of the parties involved in the transaction
- Ability to create e-mail, letters, postcards, envelopes, labels for one
or more of the closing parties.
- Direct link to participating party's records
- Ability to automatically display the listing record
- Activity tracking
- Closing notes
- Ability to display a summary of Closings
- The ability to generate closing reports
- Deletion of the Closing
- Ability to Rolodex from one Closing transaction to the next
- Service reporting
- Closing activities
- Ability to search for Closings by a date range
- Closing parties Master list - this feature stores a list of closing
participants most commonly used in closing transactions
- Locking of transaction details and parties involved when transaction is
completed.
- Automatic updating of Sellers and Buyers records at the end of the
transaction
- Tracking of Total Volume and Total Commissions
2.6.4 ASSOCIATE REFERRAL MANAGEMENT
The Falcon Affiliate Components include an Affiliate Referral Management
Component that will deliver referrals to the Associate. Associate Referral
Management will interact with Affiliate Referral Management in receiving
referrals, reporting on the status of referral follow-up, and in the
notification of the conversion of a referral to a listing, closing etc.
The objective is to convert a much higher percentage of referrals to
transactions.
2.6.5 ASSOCIATE LEAD MANAGEMENT
The Falcon Affiliate Components include an Affiliate Lead Management Component
that will deliver Leads to the Associate. Associate Lead Management will
interact with Affiliate Lead Management in receiving leads, reporting on the
status of follow-up, and in the notification of the conversion of a Lead to a
listing, closing etc.
The Lead record fields are given in the Appendixes.
2.6.6 TODAY'S BUSINESS AND SCHEDULE
The SAC shall provide the functionality to:
- Prompt Sales Associates with daily reminders and follow-ups.
- Provide the ability to set up a series of events for customer
follow-up.
- Create marketing programs.
- Provide a listing checklist or transaction closings that result in time
released reminders.
- Provide a printable calendar.
The system will have an appointment scheduler with day, week, month, and year
views. The system will have a reminder system showing the user how many to-do's,
scheduled calls, appointments, letters, postcards, emails, envelopes and leads
for follow-up are pending for completion.
If a user misses an activity it will not disappear into an old business file or
only show on the day it was scheduled for, it will persist to show until
completed or until the user chooses to update or delete the activity. The user
will however have the ability to have reminders/events drop off the list within
a certain time frame if they wish.
The primary follow-up system for long term communications with prospects will be
the Action Planner system. The Action planner system will allow the user to
select a predefined marketing system of follow up items, to-do's, letters,
postcards, envelopes, labels, e-mails, and calls to be associated to a contact.
When an item comes due it will be shown in the reminder system for automatic
completion.
The system will have a master checklist system for the Listing and Closing
systems. These checklists are completely user definable, and function very
similar to the way the Action Planner System functions.
The reminder system will have a complete set of printable reports that the user
may select to print.
2.6.7 COMPARATIVE MARKET ANALYSIS (CMA) PRESENTATIONS
Comparative Market Analysis (CMA) formats shall include:
- Graphs photographs and charts.
- Brand specific materials where desired.
- Allowance for editing of information.
- The ability to be "filed" as part of the contact record.
- The generation of printed CMAs.
Sales Associates shall be able to store and retrieve a variety of CMA
presentations.
CMA CREATION
Falcon's CMA will have the ability to work with the subject property data,
active listings, pending listings, expired listings, and recent sales.
Comparable property data will be editable and customizable by the user.
The subject property and its information will automatically transfer from the
contact record, saving redundant data entry for the user. CMA's will be saved
attached to the contact record for easy retrieval and historical purposes.
The CMA will have the capability to apply appraisal style adjustments to any
comparable property.
The CMA will provide the option of automatically generate the suggested selling
price or price range for the subject property.
The user will have the ability to reorder the CMA comparables in any order that
they wish to present them.
LISTING PRESENTATIONS
The CMA application will also have the ability to create a number of different
Listing Presentation templates for different types of customer properties.
BUYER PRESENTATIONS
The CMA application will have the ability to create an amount of Buyer
Presentation templates for different types of property showings. There will be a
feature for estimated monthly payments, which will include colorful graphs.
The Sales Associate Component and the Service Center will access IP based
systems sites via the Internet. TOP PRODUCER's MLS connectivity division has
already completed IP access utilities and is working with the majority of
Internet based MLSs. Depending on the MLS, these access utilities support either
a facility for automatic import into the Sales Associate Component or an export
then import approach.
2.6.8 MOBILE COMPUTING APPLICATIONS (MCAs)
Falcon shall include a Mobile Computing Application (MCA) that supplies the
following features:
- Contact Management
- Listing and Closing Management (based on Associate data)
- Associate Referral Management
- Associate Lead Management
- Today's Business and Schedule
The MCA will be designed for Associate use. It is expected that Affiliates will
use the Contact Management and Today's Business and Schedule Components but it
is important to note that the other Components will be oriented toward Associate
Functionality.
The MCA will be based on the TOP PRODUCER for Palm Computing Connected
Organizers.
Through utilizing TOP PRODUCER's Data-Sync technology, the server site will
synchronize any database modifications that occurred in the MCA while offline.
2.6.9 BRAND SPECIFIC ASSOCIATE REQUIREMENTS
None unless specified in section 2.14.
2.6.10 NRT SPECIFIC ASSOCIATE REQUIREMENTS
There are no NRT specific Associate requirements.
2.7 DATA EXCHANGE AND STANDARDS ADHERENCE
Falcon shall make use of and support data standards approved as these standards
are adopted within the Real Estate Industry and endorsed by Cendant.
LEAD TRANSMISSION STANDARD (LTS v2.0)
The Lead Transmission Standard (LTS), a TOP PRODUCER initiated industry
standard, will be used in the interface between Falcon and Lead sources such as
the Cendant Brand Consumer sites.
RETS XML STANDARD
Falcon will, when appropriate, employ the N.A.R./WWW3 RETS XML data standard for
CMA acquisition.
2.8 DATA MIGRATION FROM TOP PRODUCER PRODUCTS
Falcon shall include functions to allow the migration, via a one-time import, of
data from certain TOP PRODUCER products. The following products will be
supported;
ASSOCIATE DATA MIGRATION
- Top Producer System 6 for Coldwell Banker
- ERA Professional Advantage
- Top Producer System 6 Standard Edition
Any other migrations will be considered additions and be quoted separately.
2.9 DATA IMPORT AND EXPORT
2.9.1 AFFILIATE DATA EXPORT
Falcon shall have the capability to extract copies of Affiliate records
(Associate/Employee, Contact, Listing etc.) upon request based upon appropriate
monitoring and authorization controls. Records will be distinguished by type
(Associate/Employee, Contact, Listing etc.) each record being a text file. The
format of the exported data will be user definable in respect to field order,
delimiters, etc.
Appropriate security will be determined in consultation with Cendant.
2.9.2 ASSOCIATE DATA IMPORT
Falcon shall have the capability to import contact data from CSV files.
2.9.3 ASSOCIATE DATA EXPORT
Falcon shall have the capability to extract copies of Associate records
(Listing, Closing, Contact etc.) upon request, based upon appropriate monitoring
and authorization controls. Records will be distinguished by type (Listing,
Closing, Contact etc.), all records of each type will be in a text file. The
format of the exported data will be user definable in respect to field order,
delimiters, etc.
2.10 PERFORMANCE AND THROUGHPUT REQUIREMENTS
2.10.1 HOST TRANSACTION LEVELS
The following is based on the estimated Listing and Closing Transaction figures
contained within Cendant's Falcon RFP.
TOTAL POTENTIAL USERS
224,000 users. 200,000 current Associates, average of 2 staff per office x
12,000 offices = 24,000.
Estimated Users in the First 12 Months of deployment.
Office Management 4,000
Front Desk 4,000
Associates 70,000
Total Users 78,000 - 35% of 224,000 potential users
ESTIMATED LISTING AND CLOSINGS PER DAY / PER OFFICE
Average Listings taken per day / per office estimated at 1.25
Average Closings per day / per office estimated at .25
LENGTH OF WORK DAY
Average Length of workday based on the time zone difference between the East and
West Coast is estimated at 11 hours
OFFICE MANAGEMENT TRANSACTION LEVELS
Component Operations/ Operations/ Transactions/ Transactions/
Day 5 day Week Day Week
New contact entry 4 20 4 20
New listing entry 1.25 6.25 1.25 6.25
New closing entry 0.25 1.25 0.25 1.25
Entering and 0.5 2.5 .5 3
Tracking Referrals
Contact lookups 50 250 0 0
Full record display 50 250 0 0
Save of new notes 30 150 30 150
Letters printed 50 250 50 250
Scheduled calls 50 250 0 0
retrieval and
associated record
display
Group lookups 2 10 0 0
Schedule appointments 5 25 5 25
Print schedule 1 5 0 0
Display today's business 5 25 0 0
Ad / Edit deductions 0.25 1.25 0.25 1.25
Disburse Closings 0.25 1.25 0.25 1.25
Lock Closings 0.25 1.25 0.5 2.5
Access listing Activities 10 50 0 0
Print General Report 5 25 0 0
Send E-mail 10 50 10 50
Receive / open e-mail 2 10 10 50
save in History file
Access Closing Activities 10 50 0 0
Processing Vendor Payables 1 5 1 5
Billing Associates 2 10 2 10
TOTALS 289.75 1448.75 115 575
Potential Number of Users Accessing the System / First 12 Months 4,000
Average Transactions per Week 2,300,000
Average Transactions per Hour 41,818
Average Transactions per Minute 697
Average Number of Transactions Per Second 12
FRONT DESK TRANSACTION LEVELS
Component Operations/ Operations/ Transactions/ Transactions/
Day 6 day Week Day Week
Book and confirm 10 60 10 60
appointments
Add / Edit outside 10 60 10 60
associate and
Broker information
Add / New Edit 10 60 10 60
existing appointments
Appointment details, 20 120 0 0
viewed, Paged,
e-mailed, or printed
Record outside Affiliate 10 60 10 60
and associate comments
made prior to and
after showings
Co-ordinate and track 3 18 3 18
keys and lockbox
key appointments
Audit tracking to 3 18 3 18
display or print
reports for appointments,
showings, and
messaging activities.
Take messages 80 480 80 480
Electronic In/Out Board 90 540 90 540
Send letter, postcard 30 180 30 180
envelope or label
Automatic multi-office 12 2 12 2
data transfer and tracking
Broadcast fax and e-mail/ 3 18 3 18
Flyers and Feature Sheets
Uploading of Listing 2 12 0 0
information to both
public and private web sites
Search listings 50 300 0 0
Enter and edit listing 5 30 5 30
Information
Display or print listing 2 12 0 0
activity and status
reports for sales associates,
seller management
Listing hot sheet 1 6 0 0
Electronic listing board 1 6 0 0
Key word searches for 10 60 0 0
Front Office Transaction
Estimates cont.
Send company wide and 10 60 10 60
group message,
pages, or e-mail
message retrieval
Display or print reports 2 12 0 0
Enter Ads for each listing 3 18 3 18
Search ads for listings 3 18 0 0
Edit ads for listings 3 18 3 18
Track advertising costs 1 6 1 6
for Listings
Create ad layouts for real 0.25 1.5 0.25 1.5
estate publications
TOTALS 364.25 2185.5 273.25 1639.5
Potential Number of Users Accessing the System / First 12 months 4,000
Average Transactions per Week 6,558,000
Average Transactions per Hour 99,364
Average Transactions per Minute 1656
Average Number of Transactions Per Second 28
ASSOCIATE TRANSACTION LEVELS
Component Operations/ Operations/ Transactions/ Transactions/
Day 6 day Week Day Week
New contact entry 3 18 3 18
New listing entry 0.25 1.5 0.25 1.5
New closing entry 0.25 1.5 0.25 1.5
Contact lookups 50 300 0 0
Full record display 50 300 0 0
Save of new notes 30 180 30 180
Letters printed 50 300 50 300
Scheduled calls 50 300 0 0
retrieval and
associated record
display
Group lookups 2 12 0 0
Schedule appointments 5 30 5 30
Print schedule 1 6 0 0
Display today's business 5 30 0 0
Print flyers / Brochures 0.25 1.5 0 0
Create CMA's and 2 12 2 12
Buyer Presentations
Store photos 3 18 3 18
Access property statistics 10 60 0 0
Access listing activities 5 30 0 0
Enter items to marketing 10 60 10 60
service report
Print marketing reports 2 12 2 12
Print general report 1 6 0 0
Buyer seller match 20 120 0 0
Send email 10 60 10 60
Receive/open email 5 30 5 30
stored in history
Look up awards 1 6 0 0
TOTALS 315.75 1894.5 120.5 723
Synchronization 180.75 1084.5
TOTALS
Potential Number of Users Accessing the System / First 12 Months 70,000
Estimated Number of Users Synchronizing Data / First 12 Months 14,000
Average Transactions per Week* 55,671,000
Average Transactions per Hour * 843,500
Average Transactions per Minute* 14,058
Average Number of Transactions Per Second * 234
*Calculated assuming 56,000 on line users, and 14,000 synchronizing users.
2.10.2 RESPONSE TIME
The transaction levels specified in the preceding section shall be sustained
while maintaining single page screen update response times to, for a browser on
a 56-Kb connection, of less than 10 seconds.
2.11 SECURITY, ADMINISTRATION AND SYSTEM MANAGEMENT
2.11.1 SECURITY
Falcon shall contain the following security feature approaches.
PROTECTED DATA TRANSMISSION ACROSS THE INTERNET
Falcon shall use secure SSL connections (HTTPs) for data encryption over the
Internet.
Where TOP PRODUCER deems appropriate, Falcon will utilize 128-bit encryption.
PROTECTING SERVERS FROM UNAUTHORIZED ACCESS
The Falcon System will behave like a standard web site, and be maintained at the
Denver operations center. Since the system is to be housed at the Denver
operations center it will be protected behind Cendant's own security measures.
AUTHENTICATING USER IDENTITIES
Falcon shall use a standard user name and password system.
2.11.2 ADMINISTRATION
Falcon shall have a web front end that will allow Cendant to administer its
Affiliate members. This module will permit Cendant to:
- Add, change or remove Affiliate from the system
- Set Affiliates access levels
- Issue and reset Affiliate passwords for entry into the system
A similar component will be used to allow Affiliates to add, change or remove
new Sales Associates to the system. The Affiliates will also be able to restrict
access to certain areas of the system, set passwords and privileges.
2.11.3 SYSTEM MANAGEMENT
Monitoring tools shall be supplied to supplement the tools within the operating
system and database. These tools will provide Cendant's Administrator a means to
analyze, track and summarize various aspects of the entire system including
information, warning and error messages reported by the application. By using
all these tools, the administrator can detect application, server and
database-related problems, monitor performance, tune the system, and plan
upgrades and system maintenance.
The Falcon application shall be "instrumented". This means that the application
will have various counters whose value will indicate the current state of the
system. These monitoring tools, at periodic intervals, will take snapshots of
these counters and record them. This record of numbers versus time can be
monitored, used to provide trends and exported to a spreadsheet for detailed
analysis and generation of reports.
Information captured by the application will include:
- The number of users currently logged onto the system
- The number of users using a component or a feature
- The length of time a user is logged on
- The length of time a user uses various components
- The amount of space in the database that a user uses
- The time taken to complete a transaction
- The number of transactions completed and aborted
- The number of pending requests
Information captured by the operating system and database will include:
- CPU utilization (number of processes and threads, % user time, cache hit
ratio)
- Memory utilization (number of page faults, memory allocated)
- Disk utilization (disk reads saved, number of reads and writes per second)
- Network utilization (bytes read and written per second, number of sessions)
- Locks (number of row, page and table locks, total number of locks, average
wait time)
- Transaction logs (log growth, log truncates, log flushes per second)
2.12 ARCHITECTURE REQUIREMENTS
2.12.1 TECHNOLOGY BASE
Falcon shall be based on Microsoft Operating System, Database, Web Server and
Language Technologies. The following software products will be employed:
- IIS 5.0
- MS SQL Server 2000
- Windows 2000 Server edition
2.12.2 DATABASE SERVER
Falcon shall utilize it's own database, distinct from the CREST/EDG database, as
the structure and data elements necessary for Affiliate and Associate
requirements differ significantly from those of CREST/EDG.
The database server will be Microsoft SQL Server 2000 (MSSQL), a database that
has proven capable of handling a large number of concurrent users and large
volumes of data at a favorable price-to-performance ratio.
2.12.3 3-TIER ARCHITECTURE
The Falcon Application architecture shall be based on the 3-tier network
computing architecture. The 3-tier architecture has proven to be the best for
enterprise-scale applications, providing for performance, scalability,
robustness and manageability. From a development perspective, distributing the
software across three layers allows it to be understood by developers,
constructed and flexible enough to accommodate Cendant's changing business
scenarios and future requirements.
2.12.4 AFFILIATE AND ASSOCIATE CLIENT MACHINES
Online functionality whether Affiliate or Associate, will be accessible through
a DHTML 4.0 compliant Web browser. The recommended browsers will be IE 5.5 and
above.
2.12.5 MOBILE COMPUTING APPLICATION (MCA) PLATFORMS
Mobile Computing Applications (MCAs) will be supplied for Palm Platforms. These
applications will use technologies appropriate to that platform, as determined
by TOP PRODUCER in its reasonable discretion.
2.13 SCOPE, BRAND SPECIFIC FUNCTIONS AND OPTIONS
2.13.1 SCOPE
With the exception of the Specific Inclusions and Exclusions (below), the scope
of Falcon is that functionality specifically stated within section 2 of this
document. All other functionality shall be assumed to be out of scope and if
requested, will be quoted separately.
SPECIFIC INCLUSIONS AND EXCLUSIONS
Falcon will support brand specific key management numbers as a click through to
Crest.
TOP PRODUCER will, in the Falcon product: provide an interface to a web based
training system only.
TOP PRODUCER will, in the Falcon product: provide interfaces to Great Plains and
Quickbooks general ledger accounting systems.
TOP PRODUCER will not be responsible for making changes to other Cendant
systems, such as Crest, during the integration of Falcon with these systems.
2.13.2 BRAND SPECIFIC FUNCTIONS
Falcon will support Brand specific Special Markets functionality. This will be
quoted separately.
Falcon will support brand specific company dollar calculations. This will be
quoted separately.
Falcon will support brand specific team functionality. This will be quoted
separately.
Falcon will support a desk count for Coldwell Banker. This will be quoted
separately.
Falcon will support brand specific reports. These will be quoted separately.
2.13.3 OPTIONS
At Cendant's option, TOP PRODUCER could design, create and produce training on
the effective use of Falcon and its components, which would be video indexed for
on-demand delivery. This would be quoted separately.
At Cendant's option, TOP PRODUCER could make a Listing Presentation available as
part of the Falcon offering. This would be quoted separately.
At Cendant's option, TOP PRODUCER could incorporate a Mapping option into the
Listing Presentation. This would be quoted separately. Any map acquisition
licensing would also be quoted separately.
At Cendant's option, TOP PRODUCER could incorporate the TOP PRODUCER Advanced
reporting solution. This would be quoted separately.
At Cendant's option, TOP PRODUCER could produce additional Affiliate and
Associate reports. These would be quoted separately.
At Cendant's option, additional custom interfaces for accounting packages other
than Peachtree, QuickBooks and Great Plains could be developed. These would be
quoted separately.
3 APPENDICES
3.1 CONTACT RECORD FIELDS
A contact record will contain the following fields:
- Record Type
- Contact Types
- Primary Contact Mr./Ms.
- Primary Contact First Name
- Primary Contact Middle Name
- Primary Contact Last Name
- Primary Contact Title
- Primary Contact Designation
- Primary Contact Gender
- Secondary Contact Mr./Ms.
- Secondary Contact First Name
- Secondary Contact Middle Name
- Secondary Contact Last Name
- Secondary Contact Title
- Secondary Contact Designation
- Secondary Contact Gender
- Letter/Postcard Salutation
- Envelope/Label Salutation
- Street Address
- Suite Number
- Building/Floor
- City
- County
- State
- Zip
- Country
- Home Phone
- Business Phone
- Mobile Phone
- Pager
- Fax
- Email
- URL
- Other Phone Numbers
- Other Internet Addresses
- Company
- Primary Agent
- Default COA No. (if applicable)
- MLS ID (if applicable)
- Federal Tax ID (if applicable)
- Action Plans
- Business History
- Notes
3.2 RESIDENTIAL LISTING RECORD FIELDS
A residential listing record will contain the following fields:
- Affiliate ID
- Office ID
- ATR Number
- MLS Number
- Status
- Listing Date
- Renewal Date
- DOM
- Renewal Reminder Date
- List Price
- Listing Type
- Listing Source
- Listing Lead Owner
- Listing Referral Number
- Listing Associates (Link)
- Area
- Street Address
- Suite Number
- Building/Floor
- City
- County
- State
- Zip
- Country
- Sellers (Link)
- Seller Type
- Directions
- Showing Instructions
- Seller's Terms
- Listing Activity Plans (Link)
- Listing History
- Notes
- Property Photos
- Year Built
- Last Sold Date
- Zoning
- Lot Size
- Square Feet
- Cost/Square Foot
- Number of Levels
- Tax Roll Number
- Annual Taxes
- Next Tax Assessment Year
- Building Style
- Exterior
- Roof
- Flooring
- Fireplaces
- Heating
- Air Conditioning
- Parking
- RV Parking
- Nearest Transit
- Number of Bedrooms
- Number of Bathrooms
- Attached
- Construction
- Basement
- Site/View
- User Definable Property Features
- Room Dimensions:
- Master Bedroom
- Bedroom 2
- Bedroom 3
- Bedroom 4
- Bedroom 5
- Living Room
- Family Room
- Dining Room
- Kitchen
- Den
- Laundry Room
- Workshop
- Other Room 1
- Other Room 2
- Other Room 3
3.3 RESIDENTIAL TRANSACTION RECORD FIELDS
A residential transaction record will contain the following fields:
- Affiliate ID
- Office ID (Listing)
- Office ID (Selling)
- ATR Number
- MLS Number
- Status
- Contract Date
- Closing Date
- DOM
- Possession Date
- Sale Price
- Selling Source
- Selling Lead "Owner"
- Selling Referral Number
- Listing Associates (Link)
- Listing Associates' Role/Participation
- Listing Associates' Listing Credit
- Selling Associates (Link)
- Selling Associates' Role/Participation
- Selling Associates' Selling Credit
- Co-Broker Company (Link)
- Street Address
- Suite Number
- Building/Floor
- City
- County
- State
- Zip
- Country
- Sellers (Link)
- Seller Type
- Buyers (Link)
- Buyer Type
- Other Parties/Types (Link)
- Closing Activity Plans (Link)
- Contingencies (Link)
- Closing History
- Direct Mail
- Notes
3.4 ASSOCIATE/EMPLOYEE RECORD FIELDS
An Associate/Employee record will contain the following fields:
- Associate ID
- Office ID
- Affiliate ID
- MLS ID
- Social Security Number
- Driver's License Number
- First Name
- Middle Name
- Last Name
- Street Address
- Suite Number
- Building/Floor
- City
- County
- State
- Zip
- Country
- Home Phone
- Business Phone
- Mobile Phone
- Pager
- Fax
- Email
- URL
- Other Phone Numbers
- Other Internet Addresses
- Gender
- Birthday
- Start Date
- Termination Date
- Type
- Status
- E&O Insurance Expiry Date
- Auto Insurance Expiry Date
- RE License
- RE License Expiry Date
- Recruited By
- Emergency Contact
- Emergence Contact Phone
- Pay Plan 1
- Pay Plan 2
- Pre-loads
- Start at Pay Plan Level
- Standard User-Definable Deductions
- Federal Tax Rate
- State Tax Rate
- Other Tax Rate
3.5 LEAD RECORD FIELDS
A Lead Record will contain the following fields:
- Quick listing search/lookup.
- Associate Lead Rotation Setup.
- Rotation Basis (used for automatic Lead assignment): Simple Rotation,
Associate Specialty, Associate Productivity, etc.
- List of Associates in Rotation.
- Lead Record.
- Lead Date.
- Age of Lead.
- Lead Status: active/inactive.
- Ad identifier: used to track the effectiveness of individual ads.
- Source: ad, lawn sign, referral, etc.
- Source Subcategories: specific to source selected above such as newspaper
ad, billboard, etc.
- Method: walk-in, call, e-mail, etc.
- Customer Type: unlimited user definable.
- Lead Specialty (used for matching Associate with lead): condo/townhouse,
luxury, etc.
- Assigned To: Associate name.
- Assignment History: from/to, reasons, dates, etc.
- Lead Priority: high, medium, low.
- Lead Notes: picklist of standard items.
- Status: to show, shown, canceled.
- Follow-up reminder system.
- Feedback/Notes: picklist.
- Associate memos.
- Auto-dialing of numbers.
3.6 TRANSACTION AND ASSOCIATE ACCOUNTING RECORD FIELDS
Transaction and Associate Accounting will maintain the following records and
fields:
SETUP
- Number Generation Defaults: Listing, Closing, Check
- Default COA Numbers:
- Gross Commission Receipt
- Co-Broker Disbursement
- Associate Commission
- Associate Bonus
- Associate Credit
- Referral Fee Paid
- Referral Fee Received
- Third-Party AP Cash/Bank Account
- GBJ Export Format: Quick Books, Peachtree, Great Plains Dynamics
- COA Setup:
- Type: Income, Expense, Payable, Receivable
- Account Number
- Description
- Import COA
VENDOR INVOICES/ASSOCIATE BILLING/ASSOCIATE INVOICING
- Vendor Name/ID
- Invoice Number
- Invoice Date
- Amount
- COA No. (Payable)
- Comment
- Associate Billing Tag Lists
- Associate Name
- Billing Date
- Amount/Debit
- COA No. (Receivable)
- Comment
GENERAL BUSINESS ACCOUNTING FIELDS
- GBJ Entry Type: Standard, Standard (Allocated), Regular Pay, Bonus Pay,
Employee Credit
- ATR Number
- Office ID
- Date
- COA No.
- Amount
- Check Number
- Payee/Payor
- Comment
ACCOUNTING PROGRAM INTERFACE
- Auto-Synchronize
- By Date Range
- By Manual Selection
- Calculate Adjustment Amounts (deltas for unsupported accounting programs)
LEDGER FUNCTIONS
- Ledger Reports: Monthly Totals, Journal Entries by Account, Check Register,
Cashflow
- Date Range
- Office Selection
- Account Selection
- User-Definable Cashflow Subtotals
- Ledger Balance
ACCOUNT LEDGER
- ATR No.
- Address
- Buyers
- Sellers
- Account No.
- Account Type
- Maturity Date
- Interest Rate
- Receipt Date
- Processed Date
- Check Number
- Receipt Amount
- Disbursement Amount
- Running Balance
- Payee/Payor
- Comment
ESCROW/TRUST TRACKING
- Trust Bank Setup: Status, Account Numbers, Balance Offsets
- Trust/Escrow Displays: Summary of Closings in Trust, Trust Account Journal,
Trust Account Ledger.