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HomeMy WebLinkAboutContracts & Agreements_77-2019PS 1 1 (1 24 19) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement foi the provision of SyrnPro Treasury Management software purchase and support services ("Agreement") is made and entered in this 7th day of May, 2019 ("Effective Date '), by and between the City of Redlands, a municipal corporation ("City") and Emphasys Software a Michigan corporation ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide SyrnPro Treasury Management software and support services foi City (the "Services") 1 2 City desires to obtain a personal, nontransfei able, non-exclusive limited right and perpetual license to use such software and related documentation and services foi City's own internal business purposes only, and Consultant is willing to grant such a license on the terns and subject to the conditions of this Agreement 1 3 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2 --- SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particularly described in Exhibit "A,' entitled "Scope of Services," which is attached hereto and incoipoiated herein by reference 2 2 Consultant shall comply with applicable federal, state and local laws and i egulations rn the performance of this Agreement including, but not limited to, State prevailing wage laws 2 3 Consultant may delrvei the software to City by Compact Disc or by remote telecommunication from Consultant's place of business unless the Parties agree in writing to an alternative method of delivery Consultant is not responsible foi installing the software unless Consultant is specifically contracted to perform installation and training services ARTICLE 3 -- RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services L 1caldpnlAgreements\Einphasys Software Agreement.PS 1 1 doc 1 PS 1 1 (1 24 19) 3 2 City designates Danielle Garcia, Management Services/Finance Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, mterpiet and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "B," entitled "Pioject Schedule," which is attached hereto and incorporated herein by 1 efei ence 4 2 The term of this Agreement shall be foi a period of five (5) years, commencing as of the Effective Date, unless eailiei terminated earliei as permitted herein 4 3 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered m a form, and made available to the City, consistent with City Council adopted policy foi the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 Total compensation foi Consultant's performance of the Services shall not exceed the amount of eighty eight thousand two hundred eighty three dollars (S88,283) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "C" entitled "Cost Proposal" attached hereto and incorporated herein by reference 5 2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a bnef description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services Consultant will invoice License Fee to City upon execution of this agreement Annual Maintenance and Support foi yeai one will be invoiced upon the earlier of product delivery date 01 30 days from the execution of this agreement Annual Hosting will be invoiced upon product delivery City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice o1 other communication requu•ed, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (ui) on the actual delivery date if deposited with an overnight courier, 01 (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, 01 such other address as a Party may provide notice in accordance with this section L tcaldpn\AgreementslEmphasys Software Agreement.PS 1 1 doc 2 City City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 PS 11(12419) Consultant Michael Byrne, President and CEO Emphasys Software, a Michigan corporation 3675 Mt Diablo Blvd , Suite 280 Lafayette, CA 94549 mbyrne@emphasys-software coin (510) 655-0900 ARTICLE 6 --- INSURANCE INDEMNIFICATION AND WARRANTY 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtamed by Consultant Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation 01 modification of the policy except upon thirty (30) days prioi written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requu-ements with an insurance camel acceptable to City, 01 certification to City that Consultant is self-insured 01 exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "E" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability msurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) pei occurrence and Two Million Dollars ($2,000,000) aggiegate, fol public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-msurance mamtamed by City C Business Auto Liability coverage, with nummum limits of One Million Dollars ($1,000,000) pei occurrence, combined single hint bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional msured and such insurance shall be primary and non-contributing to any insurance o1 self-insurance maintained by City D Consultant is expressly prohibited from assigning 01 subcontracting any of the Services without the prioi written consent of City In the event of mutual agreement by the Parties to assign 01 subcontract a portion of the Services, Consultant shall add such assignee 01 subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee 01 subcontractor 3 L IcaldpnlAgreements\Empliasys Software Agreement.PS 1 1 doc PSI 1 (1 24 19) 6 2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses 01 liability, including attorneys' fees, ansrng from injury or death to persons or damage to property occasioned by any negligent act 01 omission by, oi the willful misconduct of, Consultant, 01 its officers, employees and agents in performing the Services 6 3 Consultant hereby agrees to indemnify City against any damages finally awarded against City in connection with a claim that the Licensed Products directly infringe a United States copyright or patent or othei intellectual property rights, provided that (i) City notifies Consultant in writing within 30 days of the claim, (ii) Consultant has sole control of the defense and all related settlement negotiations, and (iii) City provides Consultant with the required assistance, information and authority Consultant shall have no liability foi any claim of mfringeinent arising from (a) any unauthorized use, alteration of modification of the Software including use of the Software m conjunction with products not provided by Consultant, 01, (b) use of a superseded or altered release of the Software if the mfrmgernent would have been avoided by the use of a cunent unaltered release of the Licensed Products 6 4 If the Licensed Products are held 01 are believed by Consultant to infringe, Consultant shall have the option, at its expense, to (i) modify the Licensed Products to be non - infringing, oi, (ir) obtain foi City a license to continue using the Licensed Products If it is not commercially reasonable to perform eithei of the above options, then Emphasys may terminate the license foi the infringing Licensed Products and refund any unused License Fees or Annual Maintenance and Support Plan fees paid foi the affected Licensed Products City shall discontinue use of the Software 6 5 To the extent a claim anses under warranty, the remedy stated in Section 6 6 applies To the extent a claim arises under indemnification, the remedy stated in Section 6 2 to 6 4 applies As to all othei claims, city acknowledges that potential damages in any proceeding would be difficult to measure with certainty and the parties expressly agree that as a fan assessment of potential damages, Consultant's liability under this agreement, regardless of form of action, proceeding o1 theory of recovery, shall not exceed the license fees or fees actually paid to consultant which are directly related to the claim Regardless of the form of action, proceeding, or theory of recovery, consultant shall not m any manner be liable foi any lost profits, lost savings oi othei special, incidental, consequential or exemplary damages, including without lmutation, any such damages assessed against or paid by city to any third party, arising out of the use, inability to use, quality 01 performance of the licensed products provided, even if consultant has been advised of the possibility of such damages 6 6 Consultant warrants that (i) Software will perform in accordance with Consultant's standard specifications stated in its Documentation foi a period of 180 days from the date of first installation of the Software (exclusive of bug fixes, modifications o1 enhancements provided during the warranty period 01 under the Annual Maintenance and Support Plan), and, (n) Services provided under the Plan will be performed in a 4 L Ica\djm\Agreements\Emphasys Software Agreeinent.PS 1 1 doe PS 1 1 (1 24 19) professional and workmanlike manner and bug fixes, modifications, enhancements provided under the Plan will perform in accordance with Consultant's standard specifications Except foi the wan anties stated above, consultant makes no othei wan antes, written of oial, whethei express or implied Consultant expressly disclaims all implied warranties, including without lunitation the warranties of merchantability, fitness foi a particulai purpose, title and non -infringement ARTICLE 7 -- CONFLICTS OF INTEREST 7 1 Consultant covenants and represents that it does not have any rnvestrnent 01 interest in any real property that may be the subject of this Agreement 01 any othei source of income, interest in real property 01 investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perforin any Services under this Agreement 7 2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant A Does not make a governmental decision whethei to (i) approve a rate, rule of regulation, of adopt or enforce a City law, (ir) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order of similar authonzation 01 entitlement, (iii) authorize City to entei into, modify o1 1 enew a contract, (iv) grant City approval to a contract that requn es City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study 01 similar item, (vi) adopt, 01 grant City approval of, policies, standards 01 guidelines foi City 01 foi any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in snaking a governmental decision or otherwise perfoirn the same 01 substantially the same duties foi City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 7 3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fan Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce 01 interpret any of the terrns or conditions of this Agreement the prevailing Party shall, in addition to any costs and othei 5 L lcaldimWp-eementslEmphasys Software Agreeinent.PS 1 1 doe PS 1 1 (1 24 19) relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 8 2 Consultant shall not assign any of the Services, except with the pnoi written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignrnent 01 attempted assignment without such prior wntten consent may, rn the sole discretion of City, results rn City's immediate temunation of this Agreement 8 3 Consultant is foi all purposes under this Agreement an independent contractor and shall perforin the Services as an independent contractor Neither City noi its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perforin the Services Assigned personnel employed by Consultant are foi its account only, and in no event shall Consultant 01 personnel retained by it be deemed to have been employed by City 01 engaged by City for the account of, 01 on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, noi shall Consultant have any authority, express or unphed, to bind City to any obligation 8 4 This Agreement may be terminated by City, m its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is tennmated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed foi anticipated profit 01 unperformed Services, and (2) any payment due Consultant at the time of ternination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver 01 otherwise make available to City, copies (m both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis foi Services completed up to the date of terinmation 8 5 Consultant shall marntam books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, 01 foi any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable tinges for examination by City at the office of Consultant 8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contamed herein, and any prior negotiations, written proposals 01 verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writmg, approved by City and signed by City and Consultant L \caldtm1AgreernentslEmphasys Software Agreement.PS l 1 doe 6 PS 1 1 (1 24 19) 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one of more of the sentences, clauses, paiagraphs 01 sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the relnamdei of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement 8 9 City acknowledges that Consultant retains title to the Licensed Products, all copyrights, trade secrets and othei intellectual property rights licensed to City even if City's suggestions are incorporated into subsequent versions of the Software The Licensed Products constitute a trade secret and are confidential to Consultant Othei than the limited right of use of the Licensed Products described in this Agreement, City neither shall have not shall it acquire any right, title 01 interest in 01 to any of the Licensed Products 01 in any intellectual 01 proprietary rights represented thereby City agrees that it will not modify, decoinpile, disassemble, translate 01 reverse engineer the Software, in whole or in part Except as expressly stated, this Agreement does not include any rights to use, disclose, sublicense, or otherwise transfer the Software, Documentation, 01 othei proprietary information of Consultant 8 10 Consultant may terminate this Agreement after 30 days prior written notice foi City's failure to pay any amounts due (including any additional License Fees or service fees resulting from legal changes expandmg City's rights of use) City may terminate this Agreement without cause upon 60 days prior written notice prior to the anniversary date of this Agreement Either party may terminate this Agreement, (a) upon 30 days' prior written notice foi the othei party's failure to cure any othei material breach of this Agreement, (b) immediately upon (I) termination 01 suspension of either party's business, (II) insolvency of filing of a voluntary 01 involuntary petition in bankruptcy, which petition is not dismissed within 30 calendar days of filing, (III) appointment of a receiver, assignee 01 other liquidatmg officer foi all 01 substantially all of the assets or (IV) an assignment foi the benefit of creditors L IealdjmNAg eements\Lmphasys Software Agree3nent.PS 1 1 doc 7 PS 1 1 (1.24.19) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed m confirmation of this Agreement CITY OF REDLANDS EMPHASYS SOFTWARE, A MICHIGAN CORPORATION By ])---- Demise Davis, Mayor Pro Tem Attest Donaldson, City Clerk G IcaldjmlAgreements\Emphasys Software Agreement.PS 1 1.doc 8 dent and CEO PS 1 1 (1 24 19) EXHIBIT "A" SCOPE OF SERVICES Overview Emphasys is pleased to present the enclosed scope of work for the implementation of the SymPro Investment System The implementation of the system can be considered complete and successful when the following goals have been met ✓ All modules and interfaces have been installed and are fully operational ✓ All identified users are trained and fully functional with all elements of the software ✓ All current investments have been entered and checked within the system At the end of the process, the personnel of the City of Redlands will be able to meet their investment tracking and reporting needs to the extent specified in the RFP Scope of Work As part of this implementation, Emphasys will provide the following modules and services SymPro Investment Software Installation SymPro Investment System Iicense and installation (Hosted) 2 General Ledger Module Creation of custom GL Export file to GL 4 Analytics Module Monitor and assist with data conversion as necessary Other 1 Proj ect Management 2 Total of three (3) days of on-site training split into 2 phases (see "Training" below) As a part of the overall contract, the City will also receive unlimited technical support via phone/email, regular software upgrades/enhancements and a yearly regional training seminar as a part of the one year maintenance and support contract Timeline The critical milestones for project completion are listed below All dates are tentative Critical Milestone Milestone Date Remote Installation of Investment Software (Hosted) 6/3/2019 Investment Software Impleinentation/Training 6/27 & 6/28 Receipt of all information required to configure GL interface and create export files for Investment Systems 6/14/19 General Ledger Interface Implementation/Training 7/12/19 L 1ca1djm\Agreemenis\E3nphasys Software Agreement.PS 1 1 doc 9 PS 1 1 (1 24 19) Training Training for the Investment System, and General Ledger Module & Interfaces will be split into 2 periods, listed below Each training day is generally scheduled from 9ain to 5pm Agendas for each training penod will be sent out at least seven (7) days pnor to each on-site Training period 1 Investment Software Implementation/Training — Two (2) days Training period 2 General Ledger Interface Implementation/Training — One (1) days Please see "Required City Resources" for required personnel and technical resources Required personnel must be available from 9am-5pin on all training days in their training penod unless otherwise noted Required City Resources Personnel Required for Investment Software Training 1 The primary SymPro user(s) responsible for portfolio set up and reporting decisions, for the full consultation and training 2 Data entry users for the transactions and reporting training 3 Personnel responsible for reviewing reports or determining reporting goals, for the reports training (day 2 only) 4 Accounting personnel & primary users responsible for the journal entries to the General Ledger Must have flexible schedule from 9am to 5pm but will not be required for entire training period Personnel Required for General Ledger Interface Implementation and Traimng 1 Primary GL Interface SymPro Users for data review 2 SymPro Users responsible for providing SymPro General Ledger infonnation to Accounting/General Ledger personnel 3 Accounting personnel & primary users responsible for the Bi-Tech/SyinPro General Ledgei Interface, for initial planning Must have flexible schedule from 9am to 5pm but will not be required for entire training period Designated Equipment Workstations Current generation workstation, 32 or 64 bit operating system, Windows operating systems (XP, Vista, 7), minimum 2 GB RAM, 2 GB of storage Networking Microsoft Windows Server (2005, 2008) Hard drive storage Minimum 4 GB for software and portfolio data, depending on size and type of portfolio(s), 4 GB of RAM, Licensee's Installation Installation is on a network server For equipment or operating systems not named in this section, contact SymPro for compatibility information Designated Site City of Redlands 35 Cajon Street Redlands, CA 92373 Authonzed Users Network installation with concurrent access and support for 1-3 Authonzed Users Other Required Resources (Technical and Information) 1 Investment Data for on-site training 2 Chart of Accounts for Investment System (for GL Interface) 10 L Ica\dim1AgreementslEmphasys Software Agreement PS 1 1 doe P5 1 1 (1 24 19) 3 Training room with network connection and laptops/workstations for all training participants Projection equipment should be provided and connected to at least one workstation *Ti ai►nng room must be available from 9-5 on all tralnzng days Annual Support and Maintenance Plan The following SyinPro Support and Maintenance Plan applies as of the Effective Date Emphasys reserves the right to change this Plan at any time, with 60 days written notice All changes will be posted at its website www sympro com and will become effective as of the next Renewal Term However, any Support and Maintenance Plan will include at least the following essential elements Priority service from technical support and client service representatives Free SyinPro version corrections and enhancements released in the license and service term Access to the SyinPro Internet Site for Support (www sympro corn) Unlimited telephone technical support in the following areas Loading and configuring of SyinPro Software Operational Questions including standard SyniPro reports Data entry support for all investment types supported within SyinPro, including Certificates of Deposits Negotiable Certificates of Deposits Checking Accounts Commercial Paper Commercial Paper Discount Rolling Repurchase Agreements GNMA, Pass Through Bankers Acceptances Corporate Bonds Medium Terri Notes United States Treasury Issues, Coupon & Discount Federal Agency Issues, Coupon & Discount Tele consultation is provided during normal business hours (6 30AM TO 5 OOPM - Pacific Time), Monday through Friday for questions dealing with the operations of the Licensed Software on Designated Equipment Support issues may be reported via voicemail (510-655-0900 Selection 2), fax (510-655- 4064), or email (support@syinpro corn), 24 hours a day Answers to "Frequently Asked Questions" are available at www sympro corn, 24 hours a day The resolution of some issues may require that Licensee provide Emphasys with a copy of Licensee's data Licensee agrees to provide Emphasys with a copy of their data for the purpose of resolving Licensee's issue and Emphasys agrees to maintain full confidentiality of any required data and will use it only for the resolution of the Licensee's issue Not Include& Consulting on issues concerning investment accounting matters, specific financial or investment matters, research on investments not supported within the Licensed Software, or data entry for investments not supported in the Licensed Software system are not included 1 1 L Icaldpn\AgreementslEmphasys Software Agreement.PS 1 1 doc P5 1 1 (1 24 19) EXHIBIT "B" PROJECT SCHEDULE This is a general guideline for implementations Months;. 05 05 1 1 05 Phase Initiation/Planning Installation Training/ Im .lementation Training/ Implementation Follow -Up Tasks Project Close Major Tasks Initial Planning Conference Call Final Project Work Plan Initial Installation of Investment System at hosted site Investment Module Training GL Module Implementation & Training Address any issues that may have come up during installatfon/trafnnng Pre Bare to ¢o -live Conference Call to confirm completion of all deliverables Move to ongolna su. ort .hase Due Dates 5/9/19 5/10/19 613/19 6/27 & 6/28 7/12/19 8/12/19 8/26/19 12 L lcaldjinlAgreeinents\Lmphasys Software Agreenent.PS 1 1 doe PS 1 1 (1 24 19) EXHIBIT "C" COST PROPOSAL RFP # 20180320DG for Treasury Management Software System Year 1 Year 2 Year 3 Year 4 Year 5 $49,500 $9 270 $9 548 $9 835 $10 130 Yeai 1 - Breakdown Total Software License $30,000 Implementation & 3 Days $10,500 Training** Annual Maintenance & Support $6,000 Annual Hostmg $3,000 Total $49,500 Yeai 2 -- 5 Bieakdown Annual Maintenance & Support $6,000 Annual Hosting $3 000 Total $9,000 x 3% increase per yea. ** Travel expenses included 13 L IcaldimlAgrecments\Emphasys Software Agreement.PS 1 1 doc PS 11(12419) EXHIBIT "D" CERTAIN DEFINITIONS "Annual Maintenance and Support Plan" of "Plan" shall mean the then -current support services City elects to purchase from Consultant The Annual Maintenance and Support Plan as of the Effective Date is summarized in the attached Exhibit A Consultant may change the support services it offers with a 60 day written notice to City regarding changes that will be effective with the next Annual Support and Maintenance renewal date "Authorized Users" shall mean City and its employees and no othei persons 01 entities, the numbei of which is stated in the attached Exhibit A and which may be changed by amendment to the attached Exhibit A 01 authorized purchase order issued by City and accepted by Consultant "Designated Equipment" shall mean a single Intel based compute'. 01 a network file servei on which City uses the Software pursuant to this Agreement and which is more fully described in the attached Exhibit A "Designated Site" shall mean the location at which the Designated Equipment and Licensed Products are located during the term of this Agreement as identified on Exhibit A to this Agreement 01 such othei location as may be expressly approved in writing by Consultant "Documentation" shall mean all user/operation manuals and othei materials 01 information describmg the Software, as hereinafter defined, its performance characteristics, technical features and othei relevant information reasonably required for use of the Software, including all physical media upon which the materials or information are provided "Licensed Products" shall mean the Software and the Documentation "Software" shall mean that certain Consultant proprietary computer software solution known as SyrnPro Treasury Management Software, in machine readable, object code form, as listed on Exhibit A, and any modules, bug fixes, modifications, enhancements and othei Sy'.nPro 01 third party software provided to and licensed hereunder by Consultant to the City during the Term L Ica\djm\AgeementslEmphasys Software Agreement.PS 1 1 doe 14 PS 1 1 (1.24 19) EXHIBIT "E" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more msurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE V I am aware of the provisions of Section 3700 of the Labor Code which requu-es every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, m performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation Iaws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct EMPHASYS SOFTWARE, Date A MICHIGAN CORPORATION By c ael Byrne, Presi i ent and CEO L IcaldlmlAgreementslEmphasys Software Agreement.PS 1 1 doc 15